RED HERRING PROSPECTUS

May 8, 2013
Please read section 60B of the Companies Act, 1956
Book Built Offer

JUST DIAL LIMITED

(Our Company was incorporated as A&M Communications Private Limited on December 20, 1993, at New Delhi, as a private limited company under the Companies Act, 1956, as amended (the
“Companies Act”.) Subsequently, the registered office of our Company was shifted to the State of Maharashtra and a certificate of registration of the order of the Company Law Board confirming
transfer of the registered office from one state to another dated December 16, 2004 was issued by the Registrar of Companies, Maharashtra. The name of our Company was changed from A&M
Communications Private Limited to Just Dial Private Limited on December 26, 2006. Further, our Company was converted into a public limited company on July 22, 2011 and consequently, the
name of our Company was changed to Just Dial Limited. For details of changes in the registered office and name of our Company, please see the section “History and Certain Corporate Matters” on
page 154.)
Registered Office: Palm Court, Building-M, 501/B, 5th Floor, Besides Goregaon Sports Complex, New Link Road, Malad (West), Mumbai 400 064
Contact Person: Sachin Jain, Company Secretary and Compliance Officer
Tel: (91 22) 2888 4060; Fax: (91 22) 2882 3789; Email: investors@[Link]; Website: [Link]
Promoters of our Company: V.S.S. Mani, Anita Mani, Ramani Iyer and V. Krishnan
PUBLIC OFFER OF 17,497,458 EQUITY SHARES OF A FACE VALUE OF ` 10 EACH (THE “EQUITY SHARES”) OF JUST DIAL LIMITED (THE “COMPANY”) FOR CASH
AT A PRICE OF ` [●] PER EQUITY SHARE THROUGH AN OFFER FOR SALE BY THE SELLING SHAREHOLDERS (AS DEFINED IN THE SECTION “DEFINITIONS AND
ABBREVIATIONS”) AGGREGATING UP TO ` [●] MILLION (THE “OFFER”). A DISCOUNT OF 10% TO THE FLOOR PRICE IS BEING OFFERED TO RETAIL
INDIVIDUAL BIDDERS (THE “RETAIL DISCOUNT”). THE OFFER WILL CONSTITUTE 25.02% OF THE FULLY DILUTED POST-OFFER PAID-UP EQUITY SHARE
CAPITAL OF OUR COMPANY. FOR THE DETAILS OF THE EQUITY SHARES OFFERED BY EACH SELLING SHAREHOLDER, PLEASE SEE THE SECTION
“DEFINITIONS AND ABBREVIATIONS – OFFER RELATED TERMS – OFFER” ON PAGE 2.
THE FACE VALUE OF EQUITY SHARES IS ` 10 EACH. THE PRICE BAND, THE MINIMUM BID LOT AND THE RUPEE AMOUNT OF THE RETAIL DISCOUNT WILL
BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (“BRLMS”) AND WILL
BE ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SUCH ADVERTISEMENT SHALL BE AVAILABLE ON THE
WEBSITES OF THE BSE LIMITED (“BSE”), NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) AND MCX STOCK EXCHANGE LIMITED (“MCX-SX”).
In case of any revisions in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period
not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the BSE, the NSE and MCX-SX,
by issuing a press release, and also by indicating the change on the website of the BRLMs.
In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), this is an Offer for at least 25% of the post-Offer capital. The Offer is being made
through the Book Building Process wherein at least 75% of the Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company and the
Selling Shareholders may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available
for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor
Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. If at least 75% of the Offer cannot be Allotted to QIBs, then the entire application money
shall be refunded forthwith. Further, not more than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Offer
shall be available for allocation to Retail Individual Bidders in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the
“SEBI Regulations”), subject to valid Bids being received at or above the Offer Price. For details in relation to allocation to Retail Individual Bidders, specific attention of the investors is invited
to the section “Offer Procedure – Basis of Allotment” on page 418. All potential investors, other than Anchor Investors, may participate in this Offer through an Application Supported by
Blocked Amount (“ASBA”) process providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). QIBs (except Anchor Investors)
and Non-Institutional Bidders are mandatorily required to utilise the ASBA process to participate in this Offer. For details, see the section ‘Offer Procedure’ on page 386.
RISK IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ` 10 each and the Offer Price is
[●] times of the face value. The Offer Price (determined and justified by our Company and the Selling Shareholders, in consultation with the BRLMs, as stated under the section “Basis for Offer
Price” on page 110) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained
trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
IPO GRADING
This Offer has been graded by CRISIL Limited (“CRISIL”), through letter dated April 16, 2013, as 5/5, indicating that the fundamentals of the Offer are strong relative to the other listed equity
securities in India. The IPO grade is assigned on a five-point scale from 1 to 5, with IPO grade 5/5 indicating strong fundamentals and IPO grade 1/5 indicating poor fundamentals. For details,
please see the section “General Information” on page 69.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their entire
investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Offer. For taking an investment decision, investors must rely on their own
examination of our Company and the Offer, including the risks involved. The Equity Shares offered in the Offer have not been recommended or approved by the Securities and Exchange Board
of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” on
page 15.
SAFETY NET ARRANGEMENT
A safety net is being provided by the Safety Net Providers (as defined herein) to Retail Individual Allottees (as defined in the section “Safety Net Arrangement”) who are resident in India in
accordance with Regulation 44 of the SEBI Regulations and as set out in the section “Safety Net Arrangement” on page 372.
COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer,
which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect,
that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Red Herring Prospectus as a whole or any of such
information or the expression of any such opinions or intentions misleading in any material respect. The Selling Shareholders accept responsibility that this Red Herring Prospectus contains all
information about them as Selling Shareholders in the context of the Offer and each Selling Shareholder assumes responsibility for statements in relation to such Selling Shareholder included in
this Red Herring Prospectus.
LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the BSE, the NSE and MCX-SX. We have received an “in-principle” approval from each of the BSE,
the NSE and MCX-SX for the listing of the Equity Shares pursuant to the letters dated October 11, 2012, September 24, 2012 and April 12, 2013, respectively. For the purposes of the Offer, the
Designated Stock Exchange shall be the NSE.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

Citigroup Global Markets India Private Limited Morgan Stanley India Company Private Limited Karvy Computershare Private Limited
12th Floor, Bakhtawar 18F/19F, Tower 2, One Indiabulls Centre Plot No. 17-24, Vittal Rao Nagar, Madhapur
Nariman Point 841, Senapati Bapat Marg Hyderabad 500 081
Mumbai 400 021 Mumbai 400 013 Tel: (91 40) 4465 5000
Tel: (91 22) 6631 9890 Tel: (91 22) 6118 1000 Fax: (91 40) 2343 1551
Fax: (91 22) 3919 7844 Fax: (91 22) 6118 1040 Email: [Link]@[Link]
E-mail: [Link]@[Link] Email: JD_IPO@[Link] Website: [Link]
Investor Grievance Email: [Link]@[Link] Investor Grievance Email: investors_india@[Link] Contact Person: M. Murli Krishna
Website: Website: [Link]/indiaofferdocuments SEBI Registration No.: INR000000221
[Link] Contact Person: Ronak Sandil
Contact Person: S. Ashwin SEBI Registration No.: INM000011203
SEBI Registration No.: INM000010718
BID/ OFFER PROGRAMME(1)
BID/OFFER OPENS ON: May 20, 2013 BID/OFFER CLOSES ON: May 22, 2013
(1)
Our Company and the Selling Shareholders may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI Regulations. The Anchor Investor
Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.
 TABLE OF CONTENTS

SECTION I: GENERAL .............................................................................................................................................1

DEFINITIONS AND ABBREVIATIONS ...............................................................................................................1
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .......................................................... 10
FORWARD-LOOKING STATEMENTS .............................................................................................................. 14
SECTION II: RISK FACTORS ............................................................................................................................... 15
SECTION III: INTRODUCTION ........................................................................................................................... 45
SUMMARY OF INDUSTRY ................................................................................................................................. 45
SUMMARY OF BUSINESS .................................................................................................................................. 52
SUMMARY FINANCIAL INFORMATION ......................................................................................................... 57
THE OFFER ........................................................................................................................................................... 68
GENERAL INFORMATION ................................................................................................................................. 69
CAPITAL STRUCTURE ....................................................................................................................................... 78
OBJECTS OF THE OFFER .................................................................................................................................. 108
BASIS FOR OFFER PRICE ................................................................................................................................. 110
STATEMENT OF TAX BENEFITS .................................................................................................................... 113
SECTION IV: ABOUT THE COMPANY ............................................................................................................ 126
INDUSTRY OVERVIEW .................................................................................................................................... 126
OUR BUSINESS .................................................................................................................................................. 134
REGULATIONS AND POLICIES ....................................................................................................................... 151
HISTORY AND CERTAIN CORPORATE MATTERS ...................................................................................... 154
OUR MANAGEMENT ........................................................................................................................................ 164
OUR PROMOTERS AND PROMOTER GROUP ............................................................................................... 178
OUR GROUP COMPANIES ................................................................................................................................ 181
RELATED PARTY TRANSACTIONS ............................................................................................................... 185
DIVIDEND POLICY............................................................................................................................................ 186
SECTION V: FINANCIAL INFORMATION ...................................................................................................... 187
FINANCIAL STATEMENTS .............................................................................................................................. 187
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ..................................................................................................................................................... 320
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................... 338
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ........................................................... 338
GOVERNMENT AND OTHER APPROVALS ................................................................................................... 350
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................ 353
SECTION VII: OFFER INFORMATION ............................................................................................................ 369
TERMS OF THE OFFER ..................................................................................................................................... 369
SAFETY NET ARRANGEMENT ....................................................................................................................... 373
OFFER STRUCTURE .......................................................................................................................................... 380
OFFER PROCEDURE ......................................................................................................................................... 386
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES...................................................... 425
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION................................................... 427
SECTION IX: OTHER INFORMATION ............................................................................................................ 460
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .............................................................. 460
DECLARATION .................................................................................................................................................. 464
ANNEXURE – IPO GRADING REPORT ........................................................................................................... 474
 SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, shall have the meaning as provided below. References to any legislation, act or regulation
shall be to such legislation, act or regulation as amended from time to time.

General Terms

Term Description
“our Company” or “the Just Dial Limited, a company incorporated under the Companies Act and
Company” having its Registered Office at Palm Court, Building-M, 501/B, 5th Floor,
Besides Goregaon Sports Complex, New Link Road, Malad (West), Mumbai
400 064

Company Related Terms

Term Description
Articles/ Articles of Articles of Association of our Company
Association
Audit Committee The audit committee of the Board of Directors of our Company
Auditor The statutory auditor of our Company, S.R. Batliboi & Associates LLP. For
details, please see the section “General Information” on page 69
Board/ Board of Directors The board of directors of our Company or a duly constituted committee thereof
Director(s) The director(s) of our Company
EGCS EGCS Investment Holdings
Equity Shares Equity shares of our Company of ` 10 each fully paid-up
ESOP Schemes The employee stock option schemes instituted by our Company, namely, Just
Dial Employee Stock Option Scheme, 2007, Just Dial Employee Stock Option
Scheme, 2008 and Just Dial Employee Stock Option Scheme, 2010. For details,
please see the section “Capital Structure” on page 78
Group Companies Companies, firms and ventures promoted by our Promoters, irrespective of
whether such entities are covered under section 370(1)(B) of the Companies Act
or not and disclosed in the section “Our Group Companies” on page 181
JD Global Just Dial Global Private Limited
JD USA Just Dial Inc., U.S.A.
Memorandum/ Memorandum Memorandum of Association of our Company, as amended
of Association
Preference Shares Collectively, the Preference Shares Series A, Preference Shares Series B and
Preference Shares Series C
Preference Shares Series A 6% Cumulative Optionally Convertible Redeemable Preference Shares of Series
A of face value ` 10 each of our Company
Preference Shares Series B 0.1% Non-cumulative Optionally Convertible Redeemable Preference Shares of
Series B of face value ` 10 each of our Company
Preference Shares Series C 6% Compulsorily Convertible Non-Cumulative Preference Share of Series C of
face value ` 10 each of our Company
Promoters The promoters of our Company, V.S.S. Mani, Anita Mani, Ramani Iyer and V.
Krishnan. For details, please see the section “Our Promoters and Promoter
Group” on page 178
Promoter Group The persons and entities constituting the promoter group of our Company in
terms of Regulation 2(zb) of the SEBI Regulations and disclosed in the section
“Our Promoters and Promoter Group” on page 178
Registered Office The registered office of our Company, which is located at Palm Court,
Building-M, 501/B, 5th Floor, Besides Goregaon Sports Complex, New Link

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 Term Description
Road, Malad (West), Mumbai 400 064
SAIF SAIF II Mauritius Company Limited
SAPV SAPV (Mauritius)
Scheme Scheme of arrangement between our Company, Just Dial Global Private
Limited and their respective shareholders and creditors which was approved by
the High Court of Bombay pursuant to an order dated October 14, 2011 and
which became effective on November 3, 2011. For details, please see the
section “History and Certain Corporate Matters - Scheme of Arrangement
between our Company, Just Dial Global Private Limited and their respective
shareholders and creditors” on page 157
Sequoia Collectively, Sequoia I, Sequoia II and Sequoia III
Sequoia I Sequoia Capital India Growth Investment Holdings I
Sequoia II SCI Growth Investments II
Sequoia III Sequoia Capital India Investments III
Shareholders’ Agreement The amended and restated shareholders’ agreement dated June 21, 2012
between our Company, our Promoters, SAIF, Tiger Global, Sequoia I, Sequoia
II, Sequoia III, EGCS and SAPV. For details please see the section “History and
Certain Corporate Matters” on page 160
Tiger Global Collectively, Tiger Global Four JD Holdings and Tiger Global Five Indian
Holdings

Offer Related Terms

Term Description
Allotment/ Allot/ Unless the context otherwise requires, the allocation and transfer of the Equity Shares
Allotted pursuant to the Offer to successful Bidders
Allottee A successful Bidder to whom the Equity Shares are Allotted
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders after the Basis of
Allotment has been approved by the Designated Stock Exchange
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion, with a
minimum Bid of ` 100 million
Anchor Investor Bid/ The day, one Working Day prior to the Bid/Offer Opening Date, on which Bids by
Offer Period Anchor Investors shall be submitted and allocation to Anchor Investors shall be
completed
Anchor Investor Offer The final price at which Equity Shares will be Allotted to Anchor Investors in terms of
Price this Red Herring Prospectus and the Prospectus, which price will be equal to or higher
than the Offer Price, but not higher than the Cap Price. The Anchor Investor Offer
Price will be decided by our Company and the Selling Shareholders in consultation
with the BRLMs
Anchor Investor Portion Up to 30% of the QIB Portion which may be allocated by our Company and the
Selling Shareholders, in consultation with the BRLMs, to Anchor Investors on a
discretionary basis. One-third of the Anchor Investor Portion shall be reserved for
domestic Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the price at which allocation is being done to Anchor Investors
Application Supported An application, whether physical or electronic, used by Bidders, other than Anchor
by Blocked Investors, to make a Bid authorising an SCSB to block the Bid Amount in the ASBA
Amount/ASBA Account maintained with the SCSB. ASBA is mandatory for QIBs (except Anchor
Investors) and Non Institutional Bidders participating in the Offer
ASBA Account An account maintained with the SCSB and specified in the Bid cum Application Form
submitted by ASBA Bidders for blocking the amount mentioned in the Bid cum
Application Form
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidder Prospective investors (except Anchor Investors) in this Offer who intend to Bid
through ASBA

2
 Term Description
Bankers to the The banks which are clearing members and registered with SEBI as bankers to an issue
Offer/Escrow Collection and with whom the Escrow Account will be opened, in this case being Axis Bank
Banks Limited, HDFC Bank Limited and Yes Bank Limited
Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the
Offer and which is described in the section “Offer Procedure - Basis of Allotment” on
page 418
Bid An indication to make an offer during the Bid/Offer Period by a Bidder pursuant to
submission of the Bid cum Application Form, or during the Anchor Investor Bid/Offer
Period by the Anchor Investors, to purchase the Equity Shares of our Company from
the Selling Shareholders at a price within the Price Band, including all revisions and
modifications thereto
Bid Amount The highest value of the optional Bids indicated in the Bid cum Application Form. For
Retail Individual Bidders, the Bid shall be made net of Retail Discount
Bid cum Application The form used by a Bidder, including an ASBA Bidder, to make a Bid and which will
Form be considered as the application for Allotment for the purposes of this Red Herring
Prospectus and the Prospectus
Bid/ Offer Closing Date Except in relation to any Bids received from Anchor Investors, the date after which the
BRLMs, the Designated Branches of the SCSBs and the Registered Brokers will not
accept any Bids for the Offer, which shall be notified in two national newspapers (one
each in English and Hindi) and in one Marathi newspaper, each with wide circulation
Bid/ Offer Opening Date Except in relation to any Bids received from Anchor Investors, the date on which the
BRLMs, the Designated Branches of the SCSBs and the Registered Brokers shall start
accepting Bids for the Offer, which shall be notified in an English daily newspaper, a
Hindi daily newspaper and a Marathi daily newspaper, each with wide circulation
Bid/ Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date
and the Bid/Offer Closing Date, inclusive of both days, during which prospective
Bidders can submit their Bids, including any revisions thereof
Bid Lot [●]
Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring
Prospectus and the Bid cum Application Form
Book Building The book building process, as provided in Schedule XI of the SEBI Regulations, in
Process/Method terms of which the Offer is being made
Broker Centres Broker centres notified by the Stock Exchanges, where Bidders can submit the Bid
cum Application Forms to a Registered Broker. The details of such broker centres,
along with the names and contact details of the Registered Brokers, are available on
the websites of the BSE and the NSE at
[Link]
and [Link]
respectively, and on the website of MCX-SX at [Link]
[Link]/members/Membership/Current-Membership/Pages/Membership-
[Link] and [Link]
Membership/Authorised-Person/Pages/[Link]
BRLMs/Book Running The book running lead managers to the Offer, in this case being Citigroup Global
Lead Managers Markets India Private Limited and Morgan Stanley India Company Private Limited
CAN / Confirmation of Notice or intimation of allocation of Equity Shares sent to Anchor Investors, who have
Allocation Note been allocated Equity Shares, after the Anchor Investor Bid/Offer Period
Cap Price The higher end of the Price Band, above which the Offer Price will not be finalised and
above which no Bids will be accepted
Citi Citigroup Global Markets India Private Limited
Cut-off Price The Offer Price, finalised by our Company and the Selling Shareholders in
consultation with the BRLMs. Only Retail Individual Bidders are entitled to Bid at the
Cut-off Price, for a Bid Amount not exceeding ` 200,000. QIBs and Non-Institutional
Bidders are not entitled to Bid at the Cut-off Price
Designated Branches All branches of the SCSBs which shall collect the Bid cum Application Forms used by

3
 Term Description
the ASBA Bidders and a list of which is available on the website of SEBI at
[Link]
Designated Date The date on which funds are transferred from the Escrow Account or the amount
blocked by the SCSBs is transferred from the ASBA Account, as the case may be, to
the Public Offer Account or the Refund Account, as appropriate, after the Prospectus is
filed with the RoC, following which the Selling Shareholders shall give delivery
instructions for the transfer of the Equity Shares to successful Bidders
Designated Stock The NSE
Exchange
Draft Red Herring The Draft Red Herring Prospectus dated August 13, 2012 issued in accordance with
Prospectus or DRHP section 60B of the Companies Act and the SEBI Regulations, which does not contain
complete particulars of the price at which the Equity Shares will be transferred and the
size of the Offer
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom this Red Herring Prospectus
constitutes an invitation to purchase the Equity Shares
Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom this Red Herring Prospectus
constitutes an invitation to purchase the Equity Shares offered thereby and who have
opened demat accounts with SEBI registered qualified depositary participants
Engagement Letter The engagement letter executed on May 8, 2013 between our Company, the Selling
Shareholders and the BRLMs
Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the Bidders
(excluding the ASBA Bidders) will issue cheques or drafts in respect of the Bid
Amount when submitting a Bid
Escrow Agent The escrow agent appointed pursuant to the Share Escrow Agreement, being Karvy
Computershare Private Limited
Escrow Agreement Agreement to be entered into between our Company, the Selling Shareholders, the
Registrar to the Offer, the BRLMs, the Escrow Collection Bank(s) and the Refund
Bank(s) for collection of the Bid Amounts and where applicable, refunds of the
amounts collected to the Bidders (excluding the ASBA Bidders) on the terms and
conditions thereof
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which the
Offer Price will be finalised and below which no Bids will be accepted
IPO Grading Agency CRISIL Limited
Investment Company U.S. Investment Company Act of 1940, as amended
Act
Morgan Stanley Morgan Stanley India Company Private Limited
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or 459,309 Equity
Shares which shall be available for allocation to Mutual Funds only
Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996
Net Proceeds Proceeds of the Offer less the Offer expenses.
Non-Institutional All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for
Bidders Equity Shares for an amount more than ` 200,000 (but not including NRIs other than
Eligible NRIs)
Non-Institutional The portion of the Offer being not more than 15% of the Offer consisting of 2,624,618
Portion Equity Shares which shall be available for allocation on a proportionate basis to Non-
Institutional Bidders, subject to valid Bids being received at or above the Offer Price
Offer The offer for sale of 17,497,458 Equity Shares for cash at a price of [●] per Equity
Share aggregating to ` [●] million through an offer for sale by the Selling
Shareholders, pursuant to the terms of this Red Herring Prospectus comprising of an
offer for sale of (i) 1,557,658 Equity Shares by V.S.S. Mani; (ii) 618,174 Equity
Shares by Ramani Iyer; (iii) 632,144 Equity Shares by V. Krishnan; (iv) 3,207,934
Equity Shares by Sequoia III; (v) 5,951,231 Equity Shares by SAIF; (vi) 2,811,232

4
 Term Description
Equity Shares by Tiger Global Four JD Holdings; (vii) 1,742,996 Equity Shares by
Tiger Global Five Indian Holdings; (viii) 647,793 Equity Shares by EGCS; and (ix)
328,296 Equity Shares by SAPV
Offer Agreement The agreement dated August 13, 2012 between our Company, the Selling Shareholders
and the BRLMs, pursuant to which certain arrangements are agreed to in relation to the
Offer, as amended and restated by the agreement dated May 8, 2013
Offer Price The final price at which Equity Shares will be transferred and Allotted in terms of this
Red Herring Prospectus. The Offer Price will be decided by our Company and the
Selling Shareholders in consultation with the BRLMs on the Pricing Date. Provided
that for the purposes of the Anchor Investors, this price shall be the Anchor Investor
Offer Price
Offer Proceeds The proceeds of the Offer. For further information about use of the Offer Proceeds and
the Offer expenses, please see the section “Objects of the Offer” on page 108
Price Band Price band of a minimum price of ` [●] per Equity Share (Floor Price) and the
maximum price of ` [●] per Equity Share (Cap Price), including any revisions thereof.
The Price Band, the minimum Bid Lot size and the rupee amount of the Retail
Discount for the Offer will be decided by our Company and the Selling Shareholders
in consultation with the BRLMs and advertised, at least five Working Days prior to the
Bid/Offer Opening Date, in: (i) Mumbai, Pune, Ahmedabad, New Delhi, Lucknow,
Chandigarh, Kolkata, Chennai, Kochi, Bengaluru and Hyderabad editions of English
national newspaper Financial Express; (ii) New Delhi, Kolkata, Lucknow and
Chandigarh editions of Hindi national newspaper Jansatta; and (iii) Mumbai edition of
the Marathi regional language newspaper Navshakti, each with wide circulation. Such
advertisement will also disclose the relevant financial ratios calculated at the Floor
Price and the Cap Price and will also be available on the websites of the BSE, the NSE
and MCX-SX.
Pricing Date The date on which our Company and the Selling Shareholders in consultation with the
BRLMs finalise the Offer Price
Prospectus The Prospectus to be filed with the RoC in accordance with section 60 of the
Companies Act, containing, inter alia, the Offer Price that is determined at the end of
the Book Building Process, the size of the Offer and certain other information
Public Offer Account Account opened with the Bankers to the Offer to receive monies from the Escrow
Account and from the bank accounts of ASBA Bidders maintained with the SCSBs on
the Designated Date
QIB Portion The portion of the Offer (including the Anchor Investor Portion) amounting to at least
75% of the Offer being at least 13,123,095 Equity Shares, which shall be Allotted to
QIBs, including Anchor Investors
Qualified Foreign Non-resident investors, other than SEBI registered FIIs or sub-accounts or SEBI
Investors or QFIs registered FVCIs, who meet ‘know your client’ requirements prescribed by SEBI and
are resident in a country which is (i) a member of Financial Action Task Force or a
member of a group which is a member of Financial Action Task Force; and (ii) a
signatory to the International Organisation of Securities Commission’s Multilateral
Memorandum of Understanding or a signatory of a bilateral memorandum of
understanding with SEBI.

Provided that such non-resident investor shall not be resident in country which is listed
in the public statements issued by Financial Action Task Force from time to time on:
(i) jurisdictions having a strategic Anti-Money Laundering/Combating the Financing
of Terrorism deficiencies to which counter measures apply; (ii) jurisdictions that have
not made sufficient progress in addressing the deficiencies or have not committed to an
action plan developed with the Financial Action Task Force to address the deficiencies
Qualified Foreign Depository Participant for Qualified Foreign Investors
Investors Depository
Participant or QFIs DP

5
 Term Description
Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI
Buyers or QIBs Regulations
Qualified Purchasers or Qualified Purchasers as defined in section 2(a)(51) and related rules of the Investment
QPs Company Act
Red Herring Prospectus This Red Herring Prospectus dated May 8, 2013 issued in accordance with section 60B
or RHP of the Companies Act and the SEBI Regulations, which does not have complete
particulars of the price at which the Equity Shares will be offered and the size of the
Offer. This Red Herring Prospectus will be filed with the RoC at least three days
before the Bid/Offer Opening Date and will become a Prospectus upon filing with the
RoC after the Pricing Date
Refund Account The account opened with the Refund Bank(s), from which refunds, if any, of the whole
or part of the Bid Amount (excluding refunds to ASBA Bidders) shall be made
Refund Bank HDFC Bank Limited
Refunds through Refunds through NECS, direct credit, RTGS or NEFT, as applicable
electronic transfer of
funds
Registered Brokers Stock brokers registered with any of the Stock Exchanges, having an office in any of
the Broker Centres
Registrar to the Registrar to the Offer, in this case being Karvy Computershare Private Limited
Offer/Registrar
Restated Consolidated Restated consolidated summary statement of assets and liabilities as at March 31,
Summary Statements or 2012, 2011, 2010, 2009 and 2008 and profits and losses and cash flows for each of the
restated consolidated years ended March 31, 2012, 2011, 2010, 2009 and 2008 of our Company and its
summary statements subsidiaries.

Unless stated otherwise, the financial data of our Company and its subsidiaries in this
Red Herring Prospectus as at March 31, 2012, 2011, 2010, 2009 and 2008 and for each
of the years ended March 31, 2012, 2011, 2010, 2009 and 2008, is from the Restated
Consolidated Summary Statements
Restated Summary Collectively, the Restated Consolidated Summary Statements and Restated
Statements or restated Unconsolidated Summary Statements
summary statements
Restated Unconsolidated Restated unconsolidated summary statement of assets and liabilities as at December
Summary Statements or 31, 2012, March 31, 2012, 2011, 2010, 2009 and 2008 and profits and losses and cash
restated unconsolidated flows for nine months period ended December 31, 2012 and for each of the years
summary statements ended March 31, 2012, 2011, 2010, 2009 and 2008 of our Company.

Unless stated otherwise, the financial data of our Company in this Red Herring
Prospectus as at December 31, 2012, and for the nine months period ended December
31, 2012, is from the Restated Unconsolidated Summary Statements
Retail Discount Discount of 10% to the Floor Price given to Retail Individual Bidders. The rupee
amount of the Retail Discount will be decided by our Company and the Selling
Shareholders in consultation with the BRLMs and will be published at least five
Working Days prior to the Bid/Offer Opening Date.
Retail Individual Individual Bidders who have Bid for Equity Shares for an amount not more than `
Bidder(s) 200,000 in any of the bidding options in the Offer (including HUFs applying through
their Karta and Eligible NRIs)
Retail Portion The portion of the Offer being not more than 10% of the Offer consisting of 1,749,745
Equity Shares which shall be available for allocation to Retail Individual Bidder(s) in
accordance with the SEBI Regulations
Revision Form The form used by the Bidders, including ASBA Bidders, to modify the quantity of
Equity Shares or the Bid Amount in their Bid cum Application Forms or any previous
Revision Form(s)
Safety Net/ Safety Net The safety net being provided by the Safety Net Providers to resident Retail Individual

6
 Term Description
Arrangement Allottees in accordance with Regulation 44 of the SEBI Regulations and as set out in
the section “Safety Net Arrangement” on page 373
Safety Net Providers V.S.S. Mani, Ramani Iyer and V. Krishnan
Securities Act U.S. Securities Act of 1933, as amended
Self Certified Syndicate A banker to the offer registered with SEBI, which offers the facility of ASBA and a list
Bank(s) or SCSB(s) of which is available on the website of SEBI at
[Link]
Selling Shareholders V.S.S. Mani, Ramani Iyer, V. Krishnan, SAIF, Tiger Global Four JD Holdings, Tiger
Global Five Indian Holdings, Sequoia III, EGCS and SAPV
Share Escrow The agreement to be entered into amongst the Selling Shareholders, our Company and
Agreement the Escrow Agent in connection with the transfer of Equity Shares under the Offer by
the Selling Shareholders and credit of such Equity Shares to the demat accounts of the
Allottees
Specified Cities Cities as specified in the SEBI circular no. CIR/CFD/DIL/1/2011 dated April 29, 2011,
namely, Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru,
Hyderabad, Pune, Baroda and Surat
Syndicate Agreement The Agreement to be entered into amongst the BRLMs, our Company and the Selling
Shareholders in relation to the collection of Bids in this Offer (excluding Bids from the
Bidders applying through ASBA process)
TRS/Transaction The slip or document issued by the BRLMs, the SCSBs or the Registered Brokers
Registration Slip (only on demand), as the case may be, to the Bidder as proof of registration of the Bid
U.S. Person As defined in Regulation S under the Securities Act
U.S. QIBs Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act
Underwriters The BRLMs
Underwriting The agreement amongst the Underwriters, our Company and the Selling Shareholders
Agreement to be entered into on or after the Pricing Date
Working Days Any day, other than Saturdays and Sundays, on which commercial banks in Mumbai
are open for business, provided however, for the purpose of the time period between
the Bid/Offer Closing Date and listing of the Equity Shares on the Stock Exchanges,
“Working Days” shall mean all days excluding Sundays and bank holidays in Mumbai
in accordance with the SEBI circular no. CIR/CFD/DIL/3/2010 dated April 22, 2010

Technical/Industry Related Terms

Term Description
GDP Gross Domestic Product
IRO Information Retrieval Officer
IT Information Technology
MSME Micro, Small and Medium Enterprise
OSP Other Service Provider
SME Small and Medium Enterprise
SMS Short Messaging Service

Conventional Terms/ Abbreviations

Term Description
AGM Annual General Meeting
Alternative Investment Funds Alternative Investment Funds as defined in and registered under SEBI AIF
or AIFs Regulations
AS/Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of India
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited

7
 Term Description
CIN Corporate Identity Number
Companies Act The Companies Act, 1956
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996
DIN Director Identification Number
DoT Department of Telecommunication, Ministry of Communications and
Information Technology, Government of India
DP Depository Participant
DP ID Depository Participant’s Identification
DP/Depository Participant A depository participant as defined under the Depositories Act
EBITDA Earnings before Interest, Tax, Depreciation and Amortisation
EGM Extraordinary General Meeting
EPS Earnings per share
ESIC Employees’ State Insurance Corporation
ESI Act Employees’ State Insurance Act, 1948
FCNR Foreign Currency Non-Resident
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999 read with rules and regulations
thereunder and amendments thereto
FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2000
FII(s) Foreign Institutional Investors as defined under SEBI (Foreign Institutional
Investors) Regulations, 1995 and registered with SEBI under applicable laws in
India
Financial Year/Fiscal/FY The period of 12 months ending March 31 of that particular year
FIPB Foreign Investment Promotion Board of the Government of India
FVCI Foreign Venture Capital Investors as defined and registered with SEBI under
the SEBI (Foreign Venture Capital Investors) Regulations, 2000
GIR General Index Register
GoI/Government Government of India
HUF Hindu Undivided Family
ICAI Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
IPC Indian Penal Code, 1860
Income Tax Act The Income Tax Act, 1961
Indian GAAP Generally Accepted Accounting Principles in India
IPO Initial Public Offering
MCX-SX MCX Stock Exchange Limited
National Investment Fund National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated
November 23, 2005 of the Government of India published in the Gazette of
India
NAV Net Asset Value
NCT National Capital Territory
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer
NR/ Non-Resident A person resident outside India, as defined under FEMA and includes a Non
Resident Indian, FIIs registered with SEBI and FVCIs registered with SEBI
NRE Account Non Resident External Account
NRI A person resident outside India, who is a citizen of India or a person of Indian
origin, and shall have the meaning ascribed to such term in the Foreign
Exchange Management (Deposit) Regulations, 2000
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited

8
 Term Description
NSE The National Stock Exchange of India Limited
OCB/Overseas Corporate Body A company, partnership, society or other corporate body owned directly or
indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission
granted to OCBs under FEMA. OCBs are not allowed to invest in the Offer
p.a. Per annum
P/B Price / Book Value per Share
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
RBI The Reserve Bank of India
RoC The Registrar of Companies, Maharashtra located at 100, Everest, Marine
Drive, Mumbai 400 002
RoNW Return on Net Worth
`/Rupees Indian Rupees
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act,
1992
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI ESOP Guidelines Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999
SEBI Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
Securities Act U.S. Securities Act, 1933
SICA Sick Industrial Companies (Special Provisions) Act, 1985
State Government The government of a state in India
Stock Exchanges The BSE, the NSE and MCX-SX
Supreme Court The Supreme Court of India
UK United Kingdom
ULIP Unit Linked Insurance Plan
US /United States/USA United States of America
US GAAP Generally Accepted Accounting Principles in the United States of America
USD/US$ United States Dollars
VAT Value added tax
VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI
(Venture Capital Funds) Regulations, 1996 or the SEBI AIF Regulations, as
the case may be

9
 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

All references to “India” contained in this Red Herring Prospectus are to the Republic of India and all references to
the “U.S.” are to the United States of America.

Financial Data

Unless stated otherwise, our financial data included in this Red Herring Prospectus is derived from the audited
financial statements, prepared in accordance with Indian GAAP and the Companies Act and restated in accordance
with the SEBI Regulations. In this Red Herring Prospectus, any discrepancies in any table between the total and
the sums of the amounts listed are due to rounding off.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year, so all references to
particular financial year, unless stated otherwise, are to the 12 months period ended on March 31 of that year.

There are significant differences between Indian GAAP, US GAAP and IFRS. The reconciliation of the financial
statements to IFRS or US GAAP financial statements has not been provided. Our Company has not attempted to
explain those differences or quantify their impact on the financial data included in this Red Herring Prospectus,
and it is urged that you consult your own advisors regarding such differences and their impact on our Company’s
financial data. Accordingly, the degree to which the restated summary statements included in this Red Herring
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with
Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial
disclosures presented in this Red Herring Prospectus should accordingly be limited.

Unless otherwise indicated, any percentage amounts, as set forth in the sections “Risk Factors”, “Our Business”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 15, 134 and
320, respectively, and elsewhere in this Red Herring Prospectus have been calculated on the basis of the restated
summary statements.

Currency and Units of Presentation

All references to “`” or “Rupees” are to Indian Rupees, the official currency of the Republic of India.

All references to “US$” or “USD” are to United States Dollars, the official currency of the United States of
America.

Our Company has presented certain numerical information in this Red Herring Prospectus in “million” units. One
million represents 1,000,000 and one billion represents 1,000,000,000.

Exchange Rates

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the
Rupee and the USD (in Rupees per USD).

March 31, 2013 March 31, 2012 March 31, 2011

(`) (`) (`)
1 USD 54.39* 51.16** 44.65
Source: RBI Reference Rate
* Exchange rate as on March 28, 2013, as RBI Reference Rate is not available for March 31, 2013, March 30, 2013 and March 29, 2013 being
a Sunday, Saturday and a holiday on account of Good Friday, respectively.
** Exchange rate as on March 30, 2012, as RBI Reference Rate is not available for March 31, 2012 being a Saturday.

No representation is made that the rupee amounts actually represent such USD amounts or could have been or
could be converted into USD at the rates indicated, any other rate or at all. The USD amounts received, or
remitted, by our Company have been converted at the prevailing exchange rates at the time of such conversion.

Any conversions of US Dollar or other currency amounts into Indian Rupees in this Red Herring Prospectus

10
should not be construed as a representation that those US Dollar or other currency amounts could have been, or
can be, converted into Indian Rupees at any particular conversion rate.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Red Herring Prospectus have been obtained or
derived from publicly available information as well as industry publications and sources. Industry publications
generally state that the information contained in those publications has been obtained from sources believed to be
reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured.
Accordingly, no investment decision should be made on the basis of such information. Although we believe that
industry data used in this Red Herring Prospectus is reliable, it has not been independently verified.

The extent to which the market and industry data used in this Red Herring Prospectus is meaningful depends on
the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which we conduct our business, and methodologies and
assumptions may vary widely among different industry sources.

Definitions

For definitions, please see the section “Definitions and Abbreviations” on page 1. In the section “Main Provisions
of Articles of Association” on page 427, defined terms have the meaning given to such terms in the Articles of
Association.

11
 NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a
criminal offence in the United States. In making an investment decision investors must rely on their own
examination of our Company and the terms of the offer, including the merits and risks involved.

The Equity Shares have not been and will not be registered under the Securities Act or any other applicable law of
the United States and, unless so registered, may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons as defined in Regulation S under the Securities Act (“U.S. Persons”) except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and applicable state securities laws. Accordingly, the Equity Shares are being offered or sold only to (i)
persons who are both “qualified purchasers” as defined in the Investment Company Act (referred to in this Red
Herring Prospectus as “QPs”) and “qualified institutional buyers” (as defined in Rule 144A under the Securities
Act and referred to in this Red Herring Prospectus as “U.S. QIBs”, for the avoidance of doubt, the term U.S. QIBs
does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in
this Red Herring Prospectus as “QIBs”) and (ii) non-U.S. Persons outside the United States in offshore
transactions in reliance on Regulation S under the Securities Act and the applicable laws of the jurisdiction where
those offers and sales occur.

Our Company is not and will not be registered under the Investment Company Act, and investors will not be
entitled to the benefits of the Investment Company Act.

Each purchaser of Equity Shares that is located within the United States or who is a U.S. person, or who has
acquired the Equity Shares for the account or benefit of a U.S. Person will be required to represent and agree,
among other things, that such purchaser (i) is a U.S. QIB and a QP; and (ii) will only reoffer, resell, pledge or
otherwise transfer the Equity Shares in an “offshore transaction” in accordance with Rule 903 or Rule 904 of
Regulation S and under circumstances that will not require our Company to register under the Investment
Company Act.

Each other purchaser of Equity Shares will be required to represent and agree, among other things, that such
purchaser is a non-U.S. person acquiring the Equity Shares in an “offshore transaction” in accordance with
Regulation S.

Investors may be required to bear the financial risk of an investment in the Equity Shares for an indefinite period.
The Equity Shares are not transferable except in compliance with the restrictions described in “Other Regulatory
and Statutory Disclosures—Important Information for Investors— Eligibility and Transfer Restrictions” on page
360.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE

HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (“RSA”)
WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.

12
 NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

This Red Herring Prospectus has been prepared on the basis that all offers of Equity Shares will be made pursuant
to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic
Area (“EEA”), from the requirement to produce a prospectus for offers of Equity Shares. The expression
“Prospectus Directive” means Directive 2003/71/EC of the European Parliament and Council EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant
Member State (as defined below)) and includes any relevant implementing measure in each Relevant Member
State. Accordingly, any person making or intending to make an offer within the EEA of Equity Shares which are
the subject of the placement contemplated in this Red Herring Prospectus should only do so in circumstances in
which no obligation arises for our Company or any of the Underwriters to produce a prospectus for such offer.
None of our Company and the Underwriters have authorized, nor do they authorize, the making of any offer of
Equity Shares through any financial intermediary, other than the offers made by the Underwriters which constitute
the final placement of Equity Shares contemplated in this Red Herring Prospectus.

13
 FORWARD-LOOKING STATEMENTS

This Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking statements
generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”,
“intend”, “objective”, “plan”, “project”, “will”, “will continue”, “will pursue” or other words or phrases of similar
import. Similarly, statements that describe our Company’s strategies, objectives, plans or goals are also forward-
looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about our
Company that could cause actual results to differ materially from those contemplated by the relevant forward-
looking statement.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties. Important factors that could cause actual results to differ materially from our Company’s
expectations include, but are not limited to, the following:

 failure to manage our growth and scalability or adapt to technological developments or industry trends;

 reliance on telecommunications and information technology systems and infrastructure to operate our
business;

 inability to provide better services than our competition;

 failure to maintain and enhance awareness of our brand;

 dependency on search engines to direct users to our website;

 reliance on SMEs as our target paid advertisers;

 inability to effectively and properly maintain, enhance and utilize our data base;

 changes in laws, rules and regulations and legal uncertainties;

 unprecedented and challenging global economic conditions; and

 political instability or change in economic liberalization and deregulation policies.

For further discussion of factors that could cause the actual results to differ from the expectations, please see the
sections “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 15, 134 and 320 of this Red Herring Prospectus, respectively. By their nature,
certain market risk disclosures are only estimates and could be materially different from what actually occurs in
the future. As a result, actual gains or losses could materially differ from those that have been estimated.

Forward-looking statements reflect the current views as of the date of this Red Herring Prospectus and are not a
guarantee of future performance. These statements are based on our management’s beliefs and assumptions, which
in turn are based on currently available information. Although we believe the assumptions upon which these
forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and
the forward-looking statements based on these assumptions could be incorrect. Neither our Company, our
Directors, the Selling Shareholders, the BRLMs nor any of their respective affiliates have any obligation to update
or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence
of underlying events, even if the underlying assumptions do not come to fruition. Our Company and the Selling
Shareholders will ensure that investors in India are informed of material developments until the time of the grant
of listing and trading permission by the Stock Exchanges.

14
 SECTION II: RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all the information
disclosed in this Red Herring Prospectus, including the risks and uncertainties described below, before making an
investment decision in our Equity Shares. The risks described below are not the only ones relevant to us or our
Equity Shares, the industry in which we operate or India. Additional risks and uncertainties, not presently known
to us or that we currently deem immaterial may also impair our business, results of operations and financial
condition. To obtain a complete understanding of our Company, prospective investors should read this section in
conjunction with the sections titled “Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 134 and 320, respectively, as well as the other financial and
statistical information contained in this Red Herring Prospectus. If any of the risks described below actually
occur, our business, prospects, financial condition and results of operations could be adversely affected, the
trading price of our Equity Shares could decline, and prospective investors may lose all or part of their
investment. You should consult your tax, financial and legal advisors about the particular consequences to you of
an investment in this Offer.

Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws
of India and is subject to a legal and regulatory environment which may differ in certain respects from that of
other countries.

This Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these forward-looking statements as a result of
certain factors, including the considerations described below and elsewhere in this Red Herring Prospectus.
Please see “Forward-Looking Statements” on page 14.

Unless specified or quantified in the relevant risks factors below, we are not in a position to quantify the financial
or other implication of any of the risks described in this section. Unless otherwise stated, the financial information
of our Company used in this section has been derived from the Restated Summary Statements.

INTERNAL RISK FACTORS

Risks Relating to Our Business and Our Industry

1. There are outstanding criminal proceedings against our Company, Managing Director and certain
Directors and employees.

Two criminal complaints have been filed against our Company and certain of our Directors and
employees. Madanmohan Pandharinath Khade has filed a criminal complaint against our Company,
V.S.S. Mani, in his capacity as Managing Director of our Company, and V. Krishnan, Sanjay Bahadur,
Ramani Iyer, Malcolm Monteiro, Ravi Adusumalli, B. Anand, in their capacity as Directors of our
Company, and certain employees of our Company alleging inter alia the offences of criminal conspiracy
and cheating. Further, Ashok Rajani has filed a criminal complaint against our Company, V.S.S. Mani, in
his capacity as Managing Director of our Company, and certain employees of our Company alleging inter
alia the offences of criminal breach of trust and cheating. Both complaints have been filed in connection
with the provision of services by our Company and payments in relation thereto.

Our Company, together with the relevant accused persons, has filed separate applications before the High
Court of Bombay for quashing the above criminal complaints as well as the FIRs registered pursuant to
the complaints. For further details in relation to the above proceedings, please see the section
“Outstanding Litigation and Material Developments - Litigation involving our Company – Litigation
against our Company – Criminal Cases” on page 338.

An adverse outcome in the above mentioned proceedings could have an adverse effect on the ability of
our Directors and employees, who are involved in the above proceedings, to serve our Company, which
may have a material adverse effect on our business, prospects, financial condition and results of
operations. Further, such an adverse outcome may also have an adverse effect on our reputation and may
affect our future business. We cannot assure you that these proceedings will be decided in favour of our

15
 Company, or our Directors and employees involved therein.

2. Our failure to manage our growth and scalability or adapt to technological developments or industry
trends could affect the performance and features of our products and services and reduce our
attractiveness to users and paid advertisers.

During the past few years, we have experienced high growth in our business operations, which has
placed, and will continue to place, significant demands and stress on our managerial, operational, and
financial infrastructure. Our consolidated total revenue increased from ` 716.0 million in fiscal 2008 to `
2,770.2 million in fiscal 2012, while the number of campaigns that we conduct increased from
approximately 40,500 as of March 31, 2009 to approximately 195,100 as of December 31, 2012.

As our operations grow in scope and size, whether through offering of new products or expansion into
new markets in India, we must continuously improve, upgrade, adapt and expand our systems and
infrastructure to offer our users and paid advertisers enhanced services, features and functionality ahead
of rapidly evolving consumer demands, while maintaining the reliability and integrity of our systems and
infrastructure in a cost-efficient and competitive manner.

The systems, infrastructure and technologies we currently employ may become obsolete or be unable to
support our increased size and scale. We currently offer our services through Internet, mobile Internet,
voice and SMS, and we cannot anticipate which other forms of media will become relevant to the kind of
services provided by us in the future and there can be no assurance that we will be able to adapt our
systems to such media. Even if we are able to maintain, upgrade or replace our existing systems or
innovate or customize and develop new technologies and systems, we may not be as quick or efficient as
our competitors in upgrading or replacing our systems. As some of our systems are customized or
developed internally, considerable internal resources and expenses are required to maintain and upgrade
these systems. We may be unable to devote adequate financial resources or obtain sufficient financing on
commercially acceptable terms in time, or at all. We may also not be able to attract talent (in-house or
external) to continue with the required upgrades and improvements to our systems.

Our new systems, infrastructure and technologies may not perform satisfactorily, or be used effectively
and we may also fail to adapt our product and service platforms to our increased size and scale, user
requirements or emerging trends and industry standards. Further, there is no assurance that we will be
able to downsize and scale back our systems and platforms quickly and efficiently enough to reduce
unnecessary costs and expenses in the event that user demand falls below our expectations.

In addition, to effectively manage our growth, we will also need to continue to improve our operational,
financial and management controls, and our reporting systems and procedures. In particular, continued
growth increases the challenges involved in, amongst others, continuous training and development of
skilled and competent personnel and employees and developing and improving internal administrative
infrastructure. These systems, enhancements and improvements will require significant capital
expenditures and management resources. Failure to implement these improvements could hurt our ability
to manage our growth.

If we do not effectively manage our growth or appropriately expand and upgrade or downsize and scale
back our systems and platforms, as the case may be, in a timely manner or at a reasonable cost, or both,
we may lose market opportunities or damage our attractiveness and reputation with our users and paid
advertisers, which may adversely affect our business, financial condition and results of operations.

3. The proper functioning of our websites is essential to our business.

The satisfactory performance, reliability and availability of our website and our network infrastructure are
critical to our success and our ability to attract and retain paid advertisers and maintain adequate user
service levels. Our websites and servers are vulnerable to telecommunications failures, computer viruses,
hacking, defacement, physical or electronic break-ins and similar disruptions, which could lead to
accessing difficulties, service interruptions, delays, loss of data, inability to accept and/or fulfil user
requests or inaccurate data being processed or displayed. We may also experience interruptions caused by

16
 reasons beyond our control. For examples of such interruptions, please see the risk factor “Risk Factors—
We rely on telecommunications and information technology systems, networks and infrastructure to
operate our business and any interruption or breakdown in such systems, networks or infrastructure or our
technical systems could impair our ability to effectively provide our products and services.” on page 17.

Any inability to accommodate increased user traffic, due to various factors, including systems or
technology failure or obsolescence, on our website may cause unanticipated system disruptions, slower
response time and degradation in quality of our service, which could have a material adverse effect on our
business, reputation, financial condition and results of operations.

4. We rely on telecommunications and information technology systems, networks and infrastructure to

operate our business and any interruption or breakdown in such systems, networks or infrastructure or
our technical systems could impair our ability to effectively provide our products and services.

We are in the business of providing local search services through technology-driven media, and we rely
on information technology and telecommunications systems and networks and related infrastructure,
some of which have been customized and developed internally. As such, our business operations and
quality of our service depend on the efficient and uninterrupted operation and reliability of our
telecommunications and information technology systems and networks and related infrastructure, both
internal and external.

Our systems are vulnerable to damage or interruption as a result of natural disasters, power loss,
telecommunications failure, technical failures, undetected errors or viruses in our software, computer
viruses, corruption or loss of electronically stored data, disruption in communications access or
infrastructure, electronic intrusion attempts, break-ins, sabotage, vandalism and other similar events. We
cannot assure that our back-up and disaster recovery measures and business continuity planning would
effectively eliminate or alleviate the risks arising from the above contingencies. In addition, as most of
our systems and software are developed internally, it may contain undetected errors, defects or bugs,
which we may not be able to detect and repair, in time or in a cost-effective manner, or at all. In such
circumstances, we may be liable for all costs and damages, as we would not be entitled to any
indemnification or warranty which we may have been provided if we had obtained such systems or
software from third party professional providers. Any damage to or failure of our systems could lead to
loss of data or interruptions or delays, thereby impairing our ability to effectively provide our services,
which could result in our paid advertisers not using us to advertise their products and services.

In addition, to perform reliably, the fixed telecommunications networks and Internet infrastructure in
India, and in any other locations that we may operate in, requires maintenance and periodic upgrading of
the appropriate networks and infrastructure which are beyond our control. Our success will depend upon
third parties maintaining and improving the Internet infrastructure to provide a reliable network with
speed and adequate data capacity and telecommunication networks with good clarity and lower
congestion. Continued disruption in the telecommunication networks in the markets where we operate
may lead to a reduction in the number of users who approach us for information and may adversely affect
the number of advertisers who agree to become our customers.

In particular, the Internet has experienced, and is likely to continue to experience, significant growth in
the number of users and amount of traffic, and our Internet and mobile Internet services are designed to
leverage on such growth. In the nine months period ended December 31, 2012, and in fiscal 2012, 2011
and 2010, approximately 60%, 54%, 48% and 46% of the total number of searches were conducted
through our Internet and mobile Internet services, respectively. For an explanation of how we calculate
total searches, please see the section “Our Business – Our Users” on page 139. The existing Internet
infrastructure may not be able to support such continued growth in users and traffic, and the increasing
number of users, bandwidth requirements, problems caused by computer viruses and bugs may affect the
performance of the Internet, leading to a variety of outages and other delays. These outages and delays
could reduce the level of Internet usage generally.

We may not have any access to alternative telecommunication networks other than those we currently
use, in the event of disruptions, failures or any other problems in the network or infrastructure of our

17
 current telecommunications service providers. In addition, we cannot assure that a more technologically
sophisticated and reliable fixed telecommunications network or Internet infrastructure will be developed
in India or any other region that we may operate in, that will ensure our ability to deliver smooth and
reliable provision of our products and services to our users and paid advertisers.

We have experienced three disruptions to our services due to security lapses or network problems, the
most serious of which occurred on March 5, 2011, when a third party software application was
compromised resulting in our network becoming unavailable for 2 hours and 40 minutes. In another
instance, our website was rendered unavailable for 5 minutes on April 15, 2011 due to a firewall failure.
On January 18, 2012, our website was not accessible from a number of Internet service providers for 4
minutes due to the failure of a router. While our database was not compromised in any of these incidents
or at any other time, our branding and reputation could be materially and adversely affected if we are
unable to anticipate and implement measures to manage these problems and are perceived to be an
unreliable service provider, especially if the problems are frequent and persistent, which could in turn
materially and adversely affect our business, financial condition and results of operations.

5. If our service platforms are misused, it could lead to user dissatisfaction and discourage the use of our
products and services and have a material adverse effect on our business and reputation.

We have experienced in the past, and may in the future experience, misuse of our service platforms,
including third parties assuming our identity and circulating spam e-mails or viruses. For example, in
2009, a complaint was filed with a District Consumer Disputes Redressal Forum in Hyderabad against a
travel agent and us. The complainant alleged that he paid ` 312,028 for a tour package to the travel agent
who claimed to be our agent, but did not receive any response. The complainant alleged unfair trade
practice and deficiency of service on our part. The consumer forum dismissed the complaint against us as
the complainant did not establish that he had used our services in this transaction. The occurrence of any
such events in the future could lead to user dissatisfaction and discourage the use of our products and
services. Such events may also give rise to complaints and actions against us. Any of these factors could
have a material adverse effect on our reputation, business, results of operations and financial conditions.

6. We face intense and increasing competition for users and paid advertisers.

Our business faces intense and increasing competition for users and paid advertisers, from both local and
international competitors that seek to provide search services as well as advertising services. There are
generic Internet search services providers as well as a number of local search services providers that
provide local information in India.

Our present and future competitors may range from large and established companies to emerging start-
ups. Our competitors may have one or more of the following advantages compared to us - greater
financial and other resources, advanced technology, larger sales and marketing networks, greater
knowledge of the target markets, more extensive research and development and technical capabilities,
greater pricing flexibility, longer operating histories and/or strong branding and reputation. These
advantages may assist them in attracting users and paid advertisers. Our present and future competitors
with requisite financial and other resources may be able to innovate and provide products and services
faster than we can. If our competitors leverage on these qualities to provide comparable or better services
and products, and we are unable to respond successfully to such competitive pressures, our user traffic
and number of paid advertisers could significantly decline, which would have a material adverse effect on
our business, financial condition and results of operations. For further details on our competitors, please
see the section “Our Business – Competition” on page 148.

A substantial part of the contents of our database, which comprises of contact details and information of
businesses, is provided by the businesses themselves. Such businesses are not bound by any exclusivity
agreement with us and providing their information to many search providers is beneficial for such
businesses. We also do not have exclusivity arrangements with our paid advertisers, who also have the
option to advertise with our competitors or on other media platforms. As the same information may be
available to our competitors, we may not be able to maintain our competitive edge. Our competitors may
be able to develop a unique and comprehensive database of business listings. In the event that we are

18
 unable to provide better services than our competitors, including value added and user friendly search
services, we may not be able to attract users to us, which could have material adverse effect on our
business, results of operations and financial condition.

7. Our Promoters have interests in entities which are in the same line of business as that of our
Company.

Our Promoters and some of our principal shareholders together own almost all the shares and control JD
Global, a Group Company, which through its U.S. subsidiary, JD USA, provides local search services
under the “Just Dial” brand name to the U.S. and Canada markets. We sold our equity interest in JD USA
to JD Global in July 2011 and have demerged some of our assets into JD Global. Our Promoters and
principal shareholders may devote substantial time and resources to develop and grow the business of JD
Global and JD USA. We provide services to JD Global, have licensed the “Just Dial” brand to JD USA
and may continue to enter into transactions with these entities. There may be conflicts of interest between
us and JD Global or JD USA if we were to expand our operations into the U.S. and Canada markets.
None of our Promoters have undertaken not to compete with our business. In addition, we are controlled
by our Promoters who can determine the allocation of business opportunities among, as well as strategies
and actions of, us and their other investments, including JD Global and JD USA. If our Promoters decide
to let JD Global, JD USA or any other affiliates, instead of us, pursue business opportunities, or cause JD
Global, JD USA or any other affiliates or us to undertake corporate strategies, the effect of which is to
benefit JD Global, JD USA or any other affiliates instead of us, our business, results of operations,
financial condition and prospects could be materially and adversely affected.

In addition, our Promoters, who are also part of our management, would have to divide their time and
energy between JD Global, JD USA or any other affiliates and our operations. As a result, our
management may not be solely focused on our business and may be distracted by, or have conflicts as a
result of the demands of JD Global, JD USA or any other affiliates, which may materially and adversely
affect our business, results of operations and financial condition.

8. Our implied valuation based on our implied price / earnings multiple at the Offer Price may be higher
than that of other global and local internet based companies.

Based on the last financial year earnings and the closing price as at May 6, 2013, the price / earnings, or
P/E, and the Price / Book Value per Share, or P/B multiples for the following global and local Indian
internet based companies were as follows (for the last full financial year):

Period Price per Share (1) Market Cap.(1) (INR m n) EPS P / EPS Multiple BPS(10) P / BPS Multiple
(2)
Just Dial FY2012 [.] [.] INR 9.4 [.] INR 14.7 [.]
Just Dial(3) 9M FY2013 Annualized [.] [.] INR 9.6 [.] NA [.]
Info Edge(4) FY2012 INR 355.0 38,760 INR 9.5 37.5x INR 48.3 7.4x
Make My Trip(5) FY2012 USD 13.0 26,002 USD 0.2 64.9x USD 3.2 4.1x
Facebook(6) CY2011 USD 27.6 3,596,363 USD 0.5 53.0x USD 2.3 12.1x
Facebook(7) CY2012 USD 27.6 3,596,363 USD 0.0 1378.5x USD 5.0 5.6x
Google(8) CY2011 USD 861.6 15,420,550 USD 30.2 28.6x USD 179.0 4.8x
Google(9) CY2012 USD 861.6 15,420,550 USD 32.8 26.3x USD 217.3 4.0x
(1) As on M ay 6, 2013. Source: M arket data from BSE and NASDAQ websites.
(2) Just Dial: Year Ending M arch 2012. EPS and BPS numbers based on consolidated audited financials prepared as per Indian GAAP and restated in accordance with the SEBI Regulations.
(3) Just Dial: Based on annualized figures for 9 months ended Dec 2012. EPS and BPS numbers based on standalone audited financials prepared as per Indian GAAP and restated in accordance with the SEBI Regulations.
(4) Info Edge: Year Ending M arch 2012. EPS and BPS numbers based on consolidated audited financials prepared as per Indian GAAP. Source: FY2012 Annual Report. No. of Shares adjusted for 1:1 Bonus Issuance in June 2012.
(5) M ake M y Trip: Year Ending M arch 2012. EPS and BPS numbers based on consolidated audited financials as per IFRS Accounting Standards. Source: Company Filing with SEC.
(6) Facebook: Year Ending December 2011. EPS and BPS numbers based on consolidated audited financials as per US GAAP. Source: Company Filing with SEC.
(7) Facebook: Year Ending December 2012. EPS and BPS numbers based on consolidated audited financials as per US GAAP. Source: Company Filing with SEC.
(8) Google: Year Ending December 2011. EPS and BPS numbers based on consolidated audited financials as per US GAAP. Source: Company Filing with SEC.
(9) Google: Year Ending December 2012. EPS and BPS numbers based on consolidated audited financials as per US GAAP. Source: Company Filing with SEC.
(10) BPS same as NAV for Just Dial (defined as Net worth at the end of the year excluding preference share capital / Total number of equity shares outstanding at the end of the year).
BPS for other companies calculated as total shareholders' equity / total number of shares outstanding at the end of the period.
Note 1: Exchange rate of 1 USD = INR 53.9495 as on M ay 6, 2013 (Source: RBI Website).
Note 2: All EPS figures are Basic EPS figures and Class A and Class B shares have been added for Google and Facebook for the purposes of calculation of BPS.

The implied P/E, P/B multiple of the Offer Price could be higher than the above mentioned companies.

19
 There are currently no standard valuation methodologies for companies with internet based business
models. Consequently, any comparison of our Company with other companies engaged in similar
businesses may not provide investors with any meaningful information, comparisons or analysis. In
addition, many of these companies follow different accounting practices and prepare their financials in
accordance with GAAP that is significantly different from Indian GAAP in accordance with which we
prepare our financial statements. Our investors may therefore not be able to accurately assess and
measure the value of our business by comparing our P/E, P/B multiple with that of global and local
Internet based companies.

9. Some of our Company's previous valuation benchmarks were established at a significantly lower level
as compared to the current Offer Price.

In July 2009, some of our existing private equity non-Promoter shareholders purchased our Company’s
Equity Shares from another non-Promoter shareholder (the “2009 Share Sale”) at a significantly lower
valuation of ` 58 per share as compared to the Offer Price of ` [●]. The appreciation in valuation from
approximately ` 58 (after retrospective adjustment for subsequent issuances of bonus Equity Shares to the
shareholders of the Company) in July 2009 to ` [●] at the time of the Offer, implies a CAGR of [●]%.
However, from fiscal 2009 to fiscal 2012, our financial performance derived from our restated
consolidated summary statements was as follows:

(in INR mn) FY09 FY12 CAGR

Total Revenue 918.1 2,770.2 44.5%
Restated profit for the year 69.4 528.2 96.7%
NAV Per Equity Share (INR)(1) 7.1 15.9 31.0%
(1) Calculated as (Net worth at the end of the year including preference share capital / Total
number of equity shares outstanding at the end of the year + Potential equity shares on exercise
of stock options as per guidance note on ESOP + potential equity shares from convertible
preference shares).

The market conditions at the time of the 2009 Share Sale were relatively depressed. In addition, neither
the Promoters or Promoter Group entities sold any Equity Shares in the 2009 Share Sale, nor did our
Company issue any fresh Equity Shares. Accordingly, we believe that the investors should not treat the
2009 Share Sale as a valuation benchmark. Any investor relying on the 2009 Share Sale without
considering the above factors, may conclude that the valuation of the Offer Price is inflated compared to
the 2009 Share Sale valuation.

10. Our ability to expand our business outside India may be limited.

Our initial international expansion was in the U.S. and Canadian market, which we conducted through JD
USA and JD Global before they ceased to be our subsidiaries in fiscal 2012 and fiscal 2011, respectively.
Pursuant to a trademark license agreement between us and JD USA, we have licensed the use of the “Just
Dial” brand name in the U.S. and Canada to JD USA. See “Our Business - Divestment of JD USA and
International Expansion” on page 149. As a result of JD USA and JD Global ceasing to be our
subsidiaries, we may not be able to fully benefit from any future growth in the businesses in USA and
Canada.

Our present focus is on the Indian market and we may choose to expand into other geographic areas in the
future. If we undertake expansion into other geographic areas by entering into licensing or other similar
arrangements with other parties, our ability to expand our business outside India may be limited.

11. We will continue to be controlled by our Promoters and Promoter Group after the Offer.

Currently, our Promoters and Promoter Group together own an aggregate of 37.1% of our outstanding
Equity Shares. After the completion of the Offer, our Promoters and members of our Promoter Group will
continue to hold 33.1% of our issued, subscribed and paid up equity share capital, which will allow them
to control the outcome of the matters submitted to our shareholders for approval. Our Promoters and

20
 Promoter Group will have the ability to exercise control over us and certain matters which include
election of directors, our business strategy and policies and approval of significant corporate transactions
such as mergers, consolidations, asset acquisitions and sales and business combinations. The extent of
their shareholding in us may also delay, prevent or deter a change in control, even if such a transaction is
beneficial to our other shareholders. It may deprive our other shareholders of an opportunity to receive a
premium for their Equity Shares as part of a sale of our Company and may reduce the price of our Equity
Shares. The interests of our Promoters and Promoter Group as our controlling shareholders could also
conflict with our interest or the interests of our other shareholders. We cannot assure you that our
Promoters and Promoter Group will act to resolve any conflicts of interest in our favour, and they may
take actions that are not in our best interest or that of our other shareholders. These actions may be taken
even if they are opposed by our other shareholders, including those who have purchased Equity Shares in
this Offer. Please see the section “Our Promoters and Promoter Group” on page 178 for more details of
our Promoters and Promoter Group.

12. We do not own our Registered Office and other premises from which we operate.

We do not own our Registered Office premises situated at Palm Court, Building-M, 501/B, 5th Floor,
New Link Road, Malad (West), Mumbai and other offices from which we operate. We have licensed our
Registered Office from two of our Promoters, V.S.S. Mani and Anita Mani for a period of approximately
46.5 months from March 15, 2012 until January 31, 2016. Our Company recorded as rent an aggregate
amount of ` 4.12 million to V.S.S. Mani and Anita Mani for the right to use the Registered Office
premises during the nine months period ended December 31, 2012. We are currently paying an aggregate
of ` 479,981 per month to V.S.S. Mani and Anita Mani for the period between February 15, 2013 to
January 14, 2014. For further details please see “Our Promoters and Promoter Group – Interest of
Promoters and Common Pursuits” on page 178. The lease/license periods and rental amounts/license fee
for our other offices vary on the basis of their locations. We cannot assure you that we will be able to
renew our leases on commercially acceptable terms or at all. In the event that we are required to vacate
our current premises, we would be required to make alternative arrangements for new offices and other
infrastructure and we cannot assure that the new arrangements will be on commercially acceptable terms.
If we are required to move our business operations or shut down our call centres (being one of our key
assets) during this period, we may suffer a severe disruption in our business operations, leading to user
and paid advertiser dissatisfaction and materially and adversely affecting our brand, business, financial
condition and results of operations. Please see the section “Our Business—Properties” on page 150 for
more details of the properties leased by us.

13. Our plan to establish new offices may not be successfully implemented.

We plan to establish new offices to facilitate the growth of our business. However, we are yet to identify
the exact locations where our new offices will be established. We cannot assure you that we will be able
to: (i) identify suitable locations on reasonable or commercially acceptable terms; or (ii) establish new
offices within the anticipated time and costs.

14. We depend on our brand recognition, and failure to maintain and enhance awareness of our brand
would adversely affect our ability to retain and expand our base of users and paid advertisers.

We believe that brand recognition is important for our business due to relatively low barriers of entry in
our market. As the market becomes increasingly competitive, maintaining and enhancing our brand will
become critical to ensure that we continue to remain one of the leading local search services providers. In
addition, any negative publicity about us or our products and services, especially when we face intense
and increasing competition, could harm our brand reputation and consequently our business.

Our branding is primarily dependent on the quality of our search services and the information provided
by us. While we verify some of the information of our paid advertisers with whom we enter into a
contract and our free listings, we are not able to screen or verify all the information contained in our
business listings and cannot assure that any business listing is genuine, accurate or updated, nor can we
guarantee the quality of the services and products provided by our paid advertisers and through the free
listings. If our users are consistently provided with inaccurate or outdated information, or are provided

21
 with sub-standard products and services by paid advertisers whose details have been obtained by users
from us, they may become dissatisfied with the quality of the information provided by us which may in
turn dilute our branding and materially adversely affect our reputation and consequently user traffic and
our business.

15. There are outstanding litigation proceedings against our Company, Directors and Promoters.

Our Company, Directors and Promoters are involved in certain legal proceedings. A summary of such
legal proceedings are provided in the following tables:

Litigation against our Company

Nature of Litigation Number of Outstanding Amount Involved

Litigation (` in million, except as specified)
Criminal Cases 3* -
Civil Cases 3 0.2
Consumer Complaints 14 1.9
Income Tax** 8 14.8
ESI Act 1 6.5
Employees’ Compensation 1 0.2
Act
Notices 66 15.7
Other proceedings 1 -
Past penalties 1 0.2
* Includes the First Information Report dated March 19, 2012 filed by Sujata Roy against V.S.S. Mani and certain employees of our
Company which has been quashed by the High Court of Bombay through an order dated August 8, 2012.
**For details of disputed and contested tax demands, along with the disclosures of amount, period for which such demands or
claims are outstanding, financial implications and the status of the case, see the section “Outstanding Litigation and Material
Developments” on page 338.

Litigation against our Directors

Name of Director Nature of Litigation Number of Outstanding Amount Involved

Litigation (` in million)
V.S.S. Mani Consumer Complaints 2 1.1
Criminal Cases 3* -
Income Tax 2 1.6
Notices 3 2.7
Sanjay Bahadur Consumer Complaints 1 0.8
Criminal Cases 1 -
Excise cases 2 -
Ramani Iyer Consumer Complaints 1 0.8
Criminal Cases 1 -
V. Krishnan Consumer Complaints 1 0.8
Criminal Cases 1 -
Ravi Adusumalli Consumer Complaints 1 0.8
Criminal Cases 1 -
B. Anand Consumer Complaints 1 0.8
Criminal Cases 1 -
Malcolm Monteiro Consumer Complaints 1 0.8
Criminal Cases 1 -
Shailendra Jit Singh Consumer Complaints 1 0.8
* Includes the First Information Report dated March 19, 2012 filed by Sujata Roy against V.S.S. Mani and certain employees of our
Company which has been quashed by the High Court of Bombay through an order dated August 8, 2012.

22
 Litigation against our Promoters

For details of litigation against V.S.S. Mani, Ramani Iyer and V. Krishnan, please see “Risk Factors -
There are outstanding litigation proceedings against our Company, Directors and Promoters – Litigation
against our Directors” on page 22.

Please see the section “Outstanding Litigation and Material Developments” on page 338 for further
details of the aforementioned legal proceedings.

These legal proceedings are pending at different levels of adjudication before various courts and
tribunals. The amounts claimed in these proceedings have been disclosed to the extent ascertainable and
include amounts claimed jointly and severally from us and other parties. Should any new developments
arise, such as any change in applicable Indian law or any rulings against us by appellate courts or
tribunals, we may need to make provisions in our financial statements that could increase expenses and
current liabilities. An adverse outcome in any such proceedings may affect our business, results of
operations and financial condition.

16. We have been in the past and may in the future be exposed to infringement claims by third parties that,
if determined adversely against us, could cause significant and material damage to our business.

We have been in the past and may in the future be subject to intellectual property claims against us.
Please see the section “Outstanding Litigation and Material Developments” on page 338 for further
details of such claims. We cannot assure that we will be able to withstand any third-party claims and,
regardless of the merits of the claim, such claims may be expensive and time-consuming to litigate or
settle, and could significantly divert our efforts and resources. Such claims may involve complex legal
and factual questions and analysis, and we may have to cease our affected business operations or the
provision of our products and services during the intervening period when the outcome is pending. In
addition, in the event of an adverse outcome in any such claims, we may be liable to pay substantial
monetary damages, discontinue any products or services or practices which may infringe or violate the
intellectual property which is the subject of the claim, and our brand and reputation could suffer as a
result. We may also require licenses to continue such practices or have to redesign our products and
services, which may significantly increase our operating expenses, and may not be cost-effective or based
on commercially acceptable terms. Our failure to obtain such license of the rights to continue our
business practices on a timely basis or at all could prevent us from providing our products and services
and adversely affect our business operations.

17. We may not be able to reduce our dependency on search engines to direct users to our website.

We depend on various Internet search engines, who are also our competitors, to drive a substantial
portion of our online traffic to our website. The placement of the links to our website on the results of a
user search on such search engines is significant for driving online traffic to our website.

In addition, a portion of our users are currently directed to our websites through pay-per-click and display
advertising campaigns. We currently have an arrangement with certain Internet search engines to be
featured for a certain amount per click through. The pricing and operating dynamics of these campaigns
can change rapidly, and we cannot assure that our arrangements with such Internet search engines will
not change adversely, or in the event that such changes occur, it will be on commercially acceptable
terms. Internet search engines that we utilize may change the logic used on their websites that determines
the placement and display or results of a users’ search, change our priority position or change the pricing
of their advertising campaigns, in a manner that negatively affects the search engine ranking, of our
website or the placement of links to our website. As a result, our access to existing and potential users
may become limited as these users may be directed to our competitors or other alternatives. If we are
unable to reduce our dependency on search engines, we remain subject to the change in “logic” and
pricing and operating dynamics of these search engines, which may lead to a decline in our user traffic
and adversely affect our business, financial conditions and results of operations.

18. We demerged our IT testing operations to JD Global, which has resulted in a reduction in our capital

23
 and profit and loss account and net worth.

In fiscal 2012, we demerged our IT testing operations to JD Global through a scheme of arrangement
which was approved by the High Court of Bombay. For further details, see the sections “Our Business –
Demerger of IT Testing Operations” on page 150 and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Demerger of IT Testing Operations” on page 321.

In fiscal 2012, the assets of the IT-related testing business, with a book value of ` 0.3 million, were
transferred to JD Global in the demerger and our Company’s aggregate investment of ` 724.8 million in
the preference shares of JD Global was cancelled. Accordingly, an amount of ` 326.6 million was first
adjusted against our securities premium account and the balance ` 398.4 million amount was adjusted
against our profit and loss account. These adjustments resulted in a decrease of ` 725.0 million to our net
worth for fiscal 2012.

Whilst the demerger has been undertaken to streamline our business operations and that of JD Global as
well as to increase our focus on our core business, there is no assurance that we will be able to achieve
the desired benefit from the demerger.

19. Our business may be materially and adversely affected by our reliance on SMEs as our target paid
advertisers.

Our target paid advertisers are principally comprised of SMEs from a range of industry sectors in various
locations. According to a survey, “Understanding the Marketing & Advertising practices of Advertisers
listed with Just Dial”, conducted by The Nielsen Company in March 2011 on our paid advertisers and
businesses which utilize our free listings, SMEs usually have limited marketing resources and experience,
and typically advertise through the local media such as printed directories or newspapers. The survey also
reflects that a majority of these paid advertisers and businesses do not have any concrete long-term
marketing plans, with the majority advertising only once a year or even less frequently. The survey also
highlighted that such paid advertisers are focused on efficient and immediate return on investment and the
quality of leads generated. Typically, in India advertising is a limited and discretionary expense for
SMEs.

Some of our paid advertisers’ campaigns as at December 31, 2012 were conducted under advertising
contracts with us which can be terminated after nine months by giving three months notice. After the
expiration of the initial period of the contract, our paid advertisers may seek to renegotiate for better
terms, downgrade their contracts or choose not to continue to advertise with us for various reasons, such
as budget restraints or a perceived lack of benefits or returns on investment due to the insufficiency or
poor quality of leads generated. We had approximately 61,500 campaigns as of March 31, 2010,
approximately 120,200 campaigns as of March 31, 2011 and approximately 171,000 campaigns as of
March 31, 2012, representing a growth of approximately 95% from 2010 to 2011 and approximately 42%
from 2011 to 2012. We had approximately 195,100 campaigns as of December 31, 2012. However, there
is no assurance that we will be able to grow our business further or to maintain our business relationships
with our existing paid advertisers. Our failure to renew or extend our advertising contracts or find
replacement for our paid advertisers could have a material adverse effect on our business, financial
condition and results of operations.

Additionally, consumer purchases generally decline during recessionary periods and other periods due to
unavailability of adequate disposable income. Businesses, especially SMEs, which have lesser financial
resources than bigger corporations, have incidences of failure and may face difficulties during
recessionary periods and economic downturns. They are also likely to decrease their costs and expenses
significantly, especially discretionary and non-essential items, such as marketing or advertising
expenditure, in such adverse periods.

Even though we provide our search services at no cost to our users, we cannot assure that our user base
will not shrink due to a reduction in their spending habits, and therefore decreasing their searches. As
such, we may lose our position as an effective and efficient marketing and advertising platform, as well as
our existing and potential paid advertisers. Since SMEs, which constitute our target paid advertisers and

24
 which generate substantially all of our revenue from operations, are particularly susceptible and
vulnerable to recessionary economic conditions, occurrence of such conditions may result in our revenue
generation and financial condition being materially and adversely affected.

20. Our distribution of third party data may lead to legal claims such as breach of privacy, defamation,
negligence or infringement of intellectual property rights.

The essence of our business model is the aggregation and distribution of third party data through various
platforms, including the Internet. In addition, third-party websites are directly accessible through our
websites. As a result, we could be subject to legal claims such as breach of privacy, defamation,
negligence or infringement of intellectual property rights. We may be subject to other claims alleging that
we provide inaccurate, false or misleading information, which may be deemed to constitute legal,
medical, financial or investment advice, especially since we generate revenue from promoting and
featuring our paid advertisers to our users in preference to businesses which utilize our free listings.

In one such instance in December 2011, DRS Logistics (P) Limited and Agarwal Packers and Movers
Private Limited filed a suit in the High Court of Delhi against Google India Private Limited and us
alleging trademark infringement, passing off and unjust enrichment. The plaintiffs alleged that we had
used their trademark as a keyword or meta-tag to misdirect potential customers inquiring about details of
the plaintiffs to websites of third parties who were allegedly infringing on the plaintiffs’ intellectual
property rights. This matter is currently pending. Please see the section “Outstanding Litigation and
Material Developments” on page 338 for details of these proceedings.

There is also no assurance that our business listings will remain up-to-date and accurate. We may be
made party to the claims made by the users, in the event the contents of the business listings provided by
our paid advertisers and included in our database are incorrect or misleading. We allow our users to post
reviews and ratings of the business on our websites. We attempt to screen reviews and ratings which are
posted by our users, to remove offensive and derogatory remarks. Further, GoI has notified the
Information Technology (Intermediaries Guidelines) Rules, 2011 (the “Intermediaries Rules”) which
require persons receiving, storing, transmitting or providing any service with respect to electronic
messages to comply with the requirements specified in the Intermediaries Rules, including inter alia, to
not host, publish, transmit or share any information prohibited under the Intermediaries Rules and to
disable such information after obtaining knowledge of it. For further details, please see the section
“Regulations and Policies” on page 151. Particularly with respect to user posted reviews and ratings, in
the event that we fail to comply with any of the requirements specified under these rules, we may be
subject to damages for breach of law and may also face defamation action against us which could have
adverse impact on our business and results of operations.

We may need to incur significant costs and resources to investigate and defend these claims, regardless of
the outcome. While we have general business insurance, the amount of coverage we maintain may be
insufficient to cover such costs. In addition, implementing stricter measures to reduce exposure to such
liability and/or to limit the information collated and provided by our services may result in us being less
attractive to our users and paid advertisers which would adversely affect our business, results of
operations and financial condition.

21. Based on certain qualifications noted by our Auditor in the annexures to their audit reports, there are
certain deficiencies in certain aspects of our internal controls over financial reporting, and our
business may be adversely affected if we do not adequately address those deficiencies or if we have
other deficiencies in our internal controls over financial reporting.

In connection with the audits of our unconsolidated financial statements, our auditors noted certain
qualifications with respect to matters specified in the Companies (Auditors Report) Order, 2003, as
amended, in the annexures to their audit reports for fiscal 2010, 2011 and 2012. Based on these
qualifications, the following deficiencies have been identified in certain aspects of our internal controls
over financial reporting:

Fiscal 2010:

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 1. proper records showing full particulars, including quantitative details and situation of fixed assets
were not maintained in the case of certain furniture and fixtures, computers and plant and machinery,
where the records were maintained for groups of similar assets and not for each individual asset;

2. for the assets physically verified by our management during the year, we were still in the process of
reconciling the assets physically verified with the books of accounts;

3. the scope and coverage of our internal audit system was required to be enlarged to be commensurate
with the size and nature of our business;

4. there was a slight delay in a few cases in the deposit of undisputed statutory dues; and

5. no payments were made to the ESIC.

Fiscal 2011:

1. material discrepancies were identified on verification of fixed assets;

2. there were serious delays in a large number of deposits to the ESIC; and

3. undisputed dues in respect of the ESIC were outstanding, at the end of fiscal 2011, for a period of
more than six months from the date they became payable.

The deficiencies identified under (a) and (c) in fiscal 2010 were remedied in fiscal 2011. The physical
verification of assets described under (b) in fiscal 2010 was completed in fiscal 2011 and material
discrepancies were identified as described under (a) in fiscal 2011. These discrepancies were as a result of
our failure to account for the disposal of computers when we vacated some offices. An aggregate amount
of ` 11.9 million was written off in fiscal 2011 to address such discrepancies. Although the deficiency
was addressed in our accounts and did not require any corrective material adjustments in our financial
statements, the reports were nonetheless qualified in accordance with the requirements of the Companies
(Auditors Report) Order, 2003.

The deficiency identified under (d) in fiscal 2010 was partially remedied. The delays in deposits to the
ESIC were significantly reduced in fiscal 2012 from fiscal 2011. In fiscal 2012, there were some delays in
the deposit of ESIC. As undisputed dues to the ESIC were outstanding at the end of fiscal 2013 for a
period of more than six months from the date they became payable, we expect that this qualification may
be repeated in the annexure to the audit report for our unconsolidated financial statements for fiscal 2013
with respect to matters specified in the Companies (Auditors Report) Order, 2003, as amended.

Regarding the outstanding dues to the ESIC as described under (e) above in 2010, (c) above in 2011 and
in fiscal 2012 described above, please see the sections “Management’s Discussion and Analysis of
Financial Condition and Results of Operations - ESIC” and “Risk Factors – We may have liability under
the ESI Act” on pages 322 and 26, respectively.

The existence of any deficiencies in our internal controls over financial reporting in the future could
require significant costs and resources to remedy such deficiencies and write-offs. The existence of such
deficiencies could cause the investors to lose confidence in our reported financial information and the
market price of our Equity Shares could decline significantly. If we are unable to obtain additional
financing to operate and expand our business as a result, our business and financial condition could be
adversely affected.

22. We may have liability under the ESI Act.

In March 2011, the ESIC authorities issued an order which assessed a liability of ` 6.5 million against us
for the period from April 2005 to September 2010. The order also preserves the ESIC authorities’ right to
inspect our records to determine our contribution under the ESI Act.

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 During the year ended March 31, 2011, we deposited ` 4.5 million with the ESIC under protest and are
contesting the remaining ` 2.0 million assessed against us. We have appealed against the ESIC
assessment order before the Employees’ Insurance Court, Mumbai claiming that the provisions of the ESI
Act are not applicable to us. A provision of ` 30.3 million has been retained in our financial statements as
at each of December 31, 2012, March 31, 2012 and March 31, 2011 for any liability that may arise under
the ESI Act for the five years ended March 31, 2010.

There can be no assurance that our appeal against the ESIC assessment order will be successful or that the
ESIC will not assess an amount under ESI Act in excess of amounts previously assessed or in excess of
the amount that we have provided for in our books of accounts. If any of these were to occur, our
financial condition could be adversely affected. See “Risk Factors - Based on certain qualifications noted
by our auditors in the annexures to their audit reports, there are certain deficiencies in certain aspects of
our internal controls over financial reporting, and our business may be adversely affected if we do not
adequately address those deficiencies or if we have other deficiencies in our internal controls over
financial reporting” on page 25.

23. Our business may be adversely affected by changes in competition law in India.

The Competition Act, 2002, as amended (the "Competition Act"), was enacted for the purpose of
preventing practices having an adverse effect on competition in India and has mandated the Competition
Commission of India (the "CCI") to regulate such practices. Under the Competition Act, any
arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an
appreciable adverse effect on competition in India are void and may result in substantial penalties. Any
agreement among competitors which directly or indirectly determines purchase or sale prices, directly or
indirectly results in bid rigging or collusive bidding, limits or controls production, supply, markets,
technical development, investment or the provision of services, or shares the market or source of
production or provision of services in any manner, including by way of allocation of geographical area or
types of goods or services or number of customers in the relevant market or any other similar way, is
presumed to have an appreciable adverse effect on competition in the relevant market in India and shall
be void. The Competition Act also prohibits the abuse of dominant position by any enterprise. Further, if
it is proved that any contravention committed by a company took place with the consent or connivance or
is attributable to any neglect on the part of, any director, manager, secretary or other officer of such
company, that person shall be guilty of the contravention and may be punished. We have received a letter
dated April 15, 2013 from an organisation named Concern for Citizens which is addressed to SEBI
together with certain other authorities including the CCI alleging, among other things, that our Company
is indulging in unfair trade practices as the terms and conditions in our Company’s contracts with our
customers are one-sided, arbitrary, unjust and against the interest of our customers. For details, please see
the section, “Outstanding Litigation and Material Developments” on page 338. If we or any of our
employees are required to comply with any order of the CCI or are penalised under the Competition Act,
our reputation and business may be adversely affected.

The provisions of the Competition Act relating to the regulation of certain acquisitions, mergers or
amalgamations which have a material adverse effect on competition in India and regulations with respect
to notification requirements for such combinations came into force on June 1, 2011. The manner in which
the Competition Act and the CCI affect the business environment in India may also adversely affect our
business, financial condition and results of operations.

24. We have paid a penalty of ` 200,000 to the RBI pursuant to the compounding of our contravention of
certain regulations under FEMA, in connection with the remittance of funds to JD USA.

We received a letter dated July 27, 2011 from the RBI which amongst other things stated that our
remittance of US$300,000 towards share application money of JD USA in October 2006 was not reported
to the RBI which was in contravention of the regulations under FEMA. Pursuant to a compounding
application filed by us, the RBI through its order dated February 10, 2012 levied a penalty of ` 200,000
on us and compounded our contravention. We paid the said amount on February 17, 2012. For further
details, please see the section “Outstanding Litigation and Material Developments - Litigation against our
Company - Notices” on page 341. Any such regulatory proceedings against us in the future may

27
 adversely affect our financial condition.

25. Our Company is not, and does not intend to become, regulated as an investment company under the
Investment Company Act and related rules.

Our Company has not been and does not intend to become registered as an investment company under the
Investment Company Act. The Investment Company Act provides certain protections to investors and
imposes certain restrictions on companies that are registered as investment companies (which, among
other things, require investment companies to have a majority of disinterested directors, provide
limitations on leverage and limit transactions between investment companies and their affiliates). None of
these protections or restrictions is or will be applicable to our Company. In addition, in order to avoid
being required to register as an investment company under the Investment Company Act, our Company
has implemented restrictions on the ownership and transfer of our Equity Shares, which may materially
affect your ability to transfer our Equity Shares. See the section “Other Regulatory And Statutory
Disclosures—Important Information for Investors— Eligibility and Transfer Restrictions.”

26. Our financial statements may not be strictly comparable to financial statements of prior periods due to
the sale of JD USA.

With effect from July 22, 2011, we sold our entire shareholding in JD USA, which used to be our U.S.
subsidiary, to JD Global, which ceased to be our subsidiary in fiscal 2011.

For fiscal 2011, JD USA had total assets of ` 36.3 million and total revenue of ` 23.3 million which are
reflected in our consolidated financial statements for fiscal 2011. We will receive an annual license fee
equal to 1% of JD USA’s net revenues pursuant to a trademark license agreement between us and JD
USA. As JD USA is not a subsidiary of our Company since July 2011, we will not consolidate JD USA.
Accordingly, our restated consolidated summary statements for fiscal 2011 may not be strictly
comparable to our restated consolidated summary statements for fiscal 2012. See the section “Our
Business – Divestment of JD USA and International Expansion” on page 149.

As we no longer have any subsidiaries, our financial statements for the nine months period ended
December 31, 2012 have been prepared on an unconsolidated basis and may not be strictly comparable to
our consolidated statements for fiscal 2012 or prior fiscal years.

27. We may not be able to effectively and properly maintain, enhance and utilize our database.

Our database of business listings and information is one of our material assets and is a key component in
our business operations. As our business model is highly dependent on the quality of our products and
services, which in turn is substantially dependent on an accurate and extensive database of business
listings, it is necessary that we regularly update and supplement our database. In this regard, we
principally rely on our database team, our telemarketing and marketing executives as well as on our
reseller program to collect, verify and update business listings and information. We also update our
database based on feedback from SMEs and our users. The inability of these sources to provide accurate
and extensive data on a timely basis or at all, or any failure to maintain up-to-date and accurate data,
could significantly and adversely affect our ability to provide useful information to our users. We have no
recourse against, nor have been indemnified by, these sources for any loss or damage suffered by us as a
result of any discrepancy in the data provided by such sources.

In addition, we may be exposed to claims if the data were found to be improperly collected or
disseminated to us by unauthorized persons. Although we believe that the inclusion of contact
information of businesses in our database and directories are an effective advertising platform to the
benefit of these businesses, we cannot assure that we will not be subject to claims or actions against us by
such parties. Any such claims or proceedings in the future would have a material adverse effect on our
business, financial condition and results of operations.

28. Intellectual property rights are important to our business, and we may be unable to protect them from
being infringed by others, including our current or future competitors.

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 Our business as a local search service provider is largely dependent on our maintaining and developing an
extensive and accurate database of business listings. In addition, we have in-house customization and
enhancement of third-party technology to develop and provide higher-quality products and services. All
our trademarks, trade secrets, copyrights and other intellectual property rights are our material assets and
are crucial to our business operations. We depend on a combination of copyright, trademark laws, trade
secret protection, non-competition and confidentiality agreements with our employees, contractors and
third party service providers to protect our logo, brand name, domain names, database and customized
information technology. We have applied for the registration of various trademarks in India, and while we
have obtained registration with respect to some, registration of the others is pending as on the date of this
Red Herring Prospectus. In terms of such confidentiality agreements, our key employees are required to
acknowledge and recognize that all inventions, trade secrets, works of authorship, developments and
other processes made by them during their employment are our property.

Even with such precautions, we cannot assure that our data or proprietary technology will not be copied
or obtained by third parties. All our business listings are available on our website, and our competitors
could collate these listings and other information, including the identities of our paid advertisers, to
produce competing products and services and contact our paid advertisers. In addition, we do not have
any exclusive arrangements with our paid advertisers to prevent them from providing data to our
competitors. Proving that a competitor had violated our intellectual property rights and obtaining recourse
against them, is subject to litigation in court. Further, there may be irreparable damage to our business in
the event that our trade secrets are known to our competitors, in which case an award of damages may not
be an adequate remedy. We have, in the past, been faced with instances of infringement of our intellectual
property rights by others. Please see the section “Outstanding Litigation and Material Developments” on
page 338 for further details of such proceedings.

In addition, effective intellectual property rights protection may not be available in every country in
which we may operate in the future, and policing unauthorized use of our data or technology is difficult
and expensive. While there are copyright and trademark laws in India, there are no specific laws and
regulations for the protection of databases. Databases can be registered as copyrights under the Indian
Copyright Act, 1957 and are further protected from infringement under the Information Technology Act,
2000 (the “IT Act”). However, India has not enacted a specific law which grants additional protection to
databases.

We may need to resort to litigation or other proceedings to enforce, protect or determine the validity and
scope of our intellectual property rights, especially in relation to our database, and to defend against third
party infringements, which may be expensive and resource-consuming and might create uncertainty as to
the ownership of such rights, while the case is being decided (which may take substantial amounts of
time) and fail to result in a satisfactory remedy or recourse. If we are unable to protect our intellectual
property rights with respect to our business, including our database, trademarks and systems and
technologies, our ability to compete effectively will be impaired, which will result in our business,
financial condition and results of operations being materially and adversely affected.

29. The data of our users and paid advertisers may be misappropriated by our employees or sub-
contractors and as a result, cause us to breach our contractual obligations in relation to such
confidential information.

There can be no assurance that the confidentiality and non-disclosure agreements entered into with our
employees and sub-contractors will adequately prevent the disclosure of confidential information, such as
the information relating to our users and paid advertisers, by an employee or a sub-contractor or a sub-
contractor’s employee. We may not have sufficient internal controls and processes to ensure that our
employees and sub-contractors comply with their obligations under such confidentiality and non-
disclosure agreements. If any confidential information is misappropriated by our employees or sub-
contractors, our users or paid advertisers may raise claims against us for breach of our contractual
obligations. We cannot assure you that we will have adequate recourse against our employees or sub-
contractors who disclose or misappropriate confidential information. In the absence of adequate recourse
against such employees or sub-contractors, the successful assertion of any claim may have a material
adverse effect on our business, financial condition and results of operations.

29
 The IT Act provides for civil and criminal liability including fines and imprisonment for various
computer related offenses, which includes unauthorized disclosure of confidential information and failure
to protect sensitive personal data. The Government has notified various rules under the IT Act, pertaining
to handling, disclosure and protection of sensitive personal data and in relation to storing, transmitting
and providing any services with respect to electronic messages. For further details, please see the section
“Regulations and Policies” on page 151. As part of our operations, we are required to comply with the IT
Act and the rules thereof, failing which we may face claims and actions against us. We may also be
restricted in our ability to collect information from our users and paid advertisers under new data
protection laws. Our failure to safeguard personal information or collect such information in the future
may have a material adverse effect on our business, financial condition and results of operations. The
introduction of new IT legislations, including for protection of privacy, may require us to modify our
existing systems, or invest in new technologies to ensure compliance with such applicable laws, which
may require us to incur additional expenses and adversely affect our financial condition. Change in
existing legislations or introduction of new legislations may require us to incur additional expenditure, to
ensure compliance with such legislations, which may adversely affect our financial condition.

30. We may face difficulties in protecting our domain names and trademarks.

We have registered our domain name, “[Link]”, and have legal rights over the domain name
and the sub-domain names for the period for which such domain names are registered. We conduct our
business under the “Just Dial” brand name and logo, and have registered and applied in India for various
trademarks derived from the “Just Dial” brand name. For further details, please see the sections
“Government and Other Approvals – Intellectual Property Related Approvals” on page 352 and “Our
Business – Intellectual Property” on page 148. We have registered two “Just Dial” trademarks in the U.S.
Further, we have a licensing agreement with one of our Group Companies, Just Dial Inc., for the use of
our “Just Dial” brand. Please see “History and Certain Corporate Matters – Summary of Key Agreements
– Trademark license agreement dated August 10, 2011 between JD USA and our Company” on page 162,
for further details.

We may, in the future, face claims and legal actions by third parties that are using, or disputing our right
to use, the domain names under which our websites currently operate. We may also face the problem of
competing websites using domain names that are similar to ours, and have in the past, had to resort to
legal actions to restrain the use of domain names similar to ours. We may in the future, be required to
resort to similar legal actions to protect our branding and reputation if the need arises. However, if the
outcome of any such legal proceedings is adverse to us, we may not be able to adequately protect our
brand and reputation, which could have a material adverse effect on our business operations.

The acquisition and maintenance of domain names are generally regulated by Internet regulatory bodies,
which may modify their regulatory policies and the requirements for the holding of domain names. We
may, therefore, be unable to obtain or maintain relevant domain names in all countries in which we have,
or propose to undertake, business operations. We may also face additional difficulties in expanding into
any other country and may have to expend considerable time and other resources to obtain domain name
registration in such countries. Any delay in acquiring our preferred domain names may provide our
competitors the opportunity to obtain such domain names. Therefore, we may be unable to prevent third
party competitors from acquiring domain names that are similar to, infringe upon or otherwise decrease
the value of, our trademarks and other proprietary rights. We cannot assure you that our business strategy
of creating a strong brand and reputation will be successful if we are unable to protect our domain names
and trademarks and any such failure may have an adverse effect on our business and results of operations.

31. We depend on certain markets for a significant portion of our income from operations.

While we offer our local search services across various cities and towns in India, as of December 31,
2012, we believe that the Delhi NCR region and Mumbai markets contributed approximately 35% of our
campaigns and the 11 largest cities in which we operate contributed approximately 82% of our
campaigns. We believe that the number of paid advertisers from these cities who renew or enter into
advertising contracts with us are affected, to a large extent, by the condition of the economies of their
respective cities and the underlying general business sentiment, as this generally affects the budgets that

30
 the advertises allocate to their advertising and marketing activities. A contraction of, or a decline in the
growth of, the economies of or other factors, such as terrorist attacks and natural disasters, adversely
affecting any of these 11 largest cities, especially the Delhi NCR region or Mumbai, could materially and
adversely affect our business, financial condition and results of operations.

32. We may not be successful in implementing our growth strategies.

To remain competitive, we have to grow our business by increasing demand by both users and paid
advertisers, as well as expanding into new geographic markets in India.

Our success in implementing our growth strategies may be affected by:

 our ability to maintain the quality of our products and services, such as fast, free and reliable
response;

 our ability to create brand awareness in the new markets;

 our ability to increase our user base;

 our ability to increase our paid advertiser base and rates;

 our ability to understand local markets and deliver products and services that are meaningful and
customized;

 our ability to assess changing preferences and new demands of our users and customize our
existing services and also introduce new services to meet such preferences and demands;

 our ability to attract, train and retain employees who have the requisite skills;

 our ability to continue to expand our platform for the provision of our products and services;

 our ability to build, acquire, maintain and update the required technology and systems;

 the general condition of the global economy (particularly of India and the other markets we may
operate in) and continued growth in demand for local search services, particularly voice or
Internet-based products and services;

 our ability to compete effectively with existing and future competitors, including traditional
printed directories and alternative advertising mediums such as newspapers, magazines,
television and radio;

 growth of the Internet as a medium for the provision of information and as an effective
advertising platform; and

 changes in our regulatory environment.

Many of these factors are beyond our control and there can be no assurance that we will succeed in
implementing our strategy. If we are not successful, our business, financial condition and results of
operations may be adversely affected.

We may need to raise additional funds to implement our business strategy successfully, such as
expanding our sales and marketing operations to increase productivity, developing new technology,
upgrading current network and infrastructure systems, and developing new and expand current products
and services to generate demand. We cannot assure you that we would be able to raise funds in a timely
and cost efficient manner, on commercially acceptable terms, or at all. Our inability to raise additional
funds may impair our ability to effectively implement our business strategy. If we cannot obtain such
required financing on acceptable terms or at all, we may be forced to curtail some or all of these

31
 expansion plans, which may impair our business growth and results of operations.

33. Our ability to attract, train and retain executives and other qualified employees is critical to our
business, results of operations and future growth.

Our business and future growth is substantially dependent on the continued services and performance of
our key executives, senior management and skilled personnel, especially personnel with experience in our
industry and our information technology and systems. In particular, our founder and Managing Director,
V.S.S. Mani, and our senior management are critical to the overall management of our Company. Their
inputs and experience are also valuable for the development of our products and services, our work
culture, and the strategic direction taken by our Company. In particular, we are dependent on V.S.S. Mani
for his leadership, vision and our overall business direction and strategies. While we have keyman
insurance for V.S.S. Mani, we cannot assure that it will provide adequate compensation if he leaves our
Company. While the attrition rates for our senior management are not significant, any of them may
choose to terminate their employment with us at any time. We cannot assure you that we will be able to
retain these employees or find adequate replacements in a timely manner, or at all. The specialized skills
we require can be difficult and time-consuming to acquire and/or develop and, as a result, such skilled
personnel are often in short supply. We may require a long period of time to hire and train replacement
personnel when skilled personnel terminate their employment with our Company. Our ability to compete
effectively depends on our ability to attract new employees and to retain and motivate our existing
employees. We may be required to increase our levels of employee compensation more rapidly than in
the past to remain competitive in attracting skilled employees that our business requires. If we do not
succeed in attracting well-qualified employees or retaining or motivating existing employees, our
business and prospects for growth could be adversely affected.

34. Wage pressures in India may prevent us from sustaining our competitive advantage and may reduce
our profit margins.

Employee benefits represent the largest expense for us and our ability to maintain or reduce such costs is
critical for our labour-intensive business operations. Employee benefits constituted 64.1% of the total
costs of our Company for the nine months period ended December 31, 2012 on an unconsolidated basis.
Employee benefits constituted 64.2%, 65.2% and 63.4% of the total costs of our Company from
continuing operations for fiscal 2012, 2011 and 2010, respectively, on an unconsolidated basis and
64.2%, 65.2% and 62.8% for fiscal 2012, 2011 and 2010, respectively, on a consolidated basis. The
weighted average wage of our employees increased during the nine months period ended December 31,
2012. We may need to continue to increase the levels of our employee compensation to remain
competitive and manage attrition, and consequently we may need to increase the prices of our products
and services. An increase in wages paid to our employees may result in a material adverse effect on our
profits in the event that we are unable to pass on such increased expenditure to our paid advertisers
without losing their business to our competitors. Likewise, if we are unable to sustain or increase the
number of employees as necessary to meet growing demand, our business, financial condition and results
of operations could be adversely affected.

35. We have sustained operating losses in the past and may experience earnings declines or operating
losses in the future.

We sustained operating losses for a few years prior to fiscal 2002. We cannot assure you that we can
sustain profitability or avoid operating losses in the future. We expect that our operating expenses will
increase and the degree of increase in these expenses will be largely based on anticipated organizational
growth and revenue trends. As a result, any decrease or delay in generating additional income could result
in substantial operating losses.

36. Some of our products or services have only recently been introduced and, as a result, it may be difficult
to evaluate their performance and prospects.

Some of the products and services offered by us were introduced very recently. For further details please
see the section “Our Business – Our Strategy – Develop New Products and Services” on page 138. As a

32
 result, these products and services have a limited operating history and it may be difficult to evaluate their
performance and prospects.

We have invested time and other resources and incurred expenses towards the introduction of these new
products and services, including the leasing of an office space for research and development purposes in
Bengaluru. In the event that these new products or services do not perform well, we may lose our entire
investment in these products and services and the research center, which may result in a material adverse
effect on our business, financial condition and results of operations.

37. We may undertake acquisitions in the future, which may expose us to additional risks due to our
limited past experience in acquiring businesses

We may in the future acquire additional assets, products, technologies or businesses to complement our
provision of products and services. However, we have limited experience in acquiring businesses, and
any acquisitions we undertake could limit our ability to manage and maintain our core business.
Moreover, such acquisitions could result in adverse accounting treatment or tax consequences. Further,
we may not be successful in integrating such new businesses with our core business or may not be able to
manage the acquired business appropriately.

Acquisitions, in general, involve numerous risks, including:

 diversion of our management’s attention and diversion of resources from our existing business;

 impairment and amortization of substantial goodwill adversely affecting our reported results of
operations;

 inability to coordinate product, development, sales and marketing functions;

 transition of operations, users and paid advertisers onto our existing platforms;

 inability to retain the management, key personnel and other employees of the acquired business
and integrate them into our core workforce successfully and smoothly;

 inability to assimilate the operations, administrative systems, product, technologies and

information systems of the acquired business with our core businesses;

 inability to implement or rectify controls, procedures and policies of the acquired business;

 increase in investment of capital, which may increase our funding requirements;

 insufficient returns on investment which may result in cash flow problems and a decrease in the
value of our assets;

 outstanding pre-acquisition liabilities of the acquired business, including intellectual property

infringement, non-compliance of laws, commercial disputes, tax liabilities and claims from
employees, suppliers, customers, former shareholders or other third parties; and

 inability to retain the acquired businesses’ customers, suppliers and affiliates.

Acquired assets or businesses may not generate the financial results we expect. Moreover, the costs of
identifying and consummating acquisitions may be significant. In addition to possible shareholders’
approval, we may also have to obtain approvals and licenses from the relevant government authorities for
the acquisitions and to comply with any applicable laws and regulations, which could result in increased
costs and delay. We cannot assure you that we will be able to achieve the strategic objective for such an
acquisition. Furthermore, if an acquisition generates insufficient revenues or if we are unable to manage
our expanded business operations efficiently, our results of operations could be materially and adversely
affected.

33
38. We are currently and may, in future, become involved in commercial disputes which could result in
harm to our brand or reputation.

One of our customers, Acube, issued notices dated October 8, 2011 and December 19, 2011 against our
Promoter and Managing Director, alleging that we did not provide the agreed services to Acube after
receiving payments from Acube under the advertising contracts entered into between us and Acube.
Acube also issued a notice dated December 23, 2011 to our Promoter and Managing Director for
initiating winding-up proceedings against us. For further details on the notices received from Acube,
please see the section “Outstanding Litigation and Material Developments – Litigation against our
Company – Notices” on page 341. Acube has also communicated the complaints that it has filed against
us to various authorities including the Finance Minister of India, the Home Minister of India and the
SEBI.

Further, we have filed a lawsuit against Acube in the High Court of Bombay which states that Acube
published false and defamatory material concerning us on the Internet by alleging that we did not comply
with the advertising contracts entered into with Acube and stating that we have over 5,000 consumer
complaints pending against us. We are seeking a permanent injunction against Acube to restrain them
from publishing any further defamatory statements concerning us. We have also sought a decree directing
Acube to withdraw the defamatory publications against us from the Internet and other media.

On April 20, 2012, the High Court of Bombay granted a temporary injunction restraining Acube from
publishing or circulating any further defamatory material against us and asking Acube to show cause as to
why the permanent injunction we have sought should not be granted. This matter is currently pending.
We have also filed a criminal complaint against Ashish Roy, the proprietor of Acube on the grounds of
defamation and criminal intimidation. For further details of outstanding litigation between us and Acube,
please see the section “Outstanding Litigation and Material Developments” on page 338.

Irrespective of the final outcome of the Acube lawsuits, this matter is an example of a commercial dispute
which may result in harm to our brand and reputation. We may be required to resort to legal actions to
protect our brand and reputation if the need arises. However, if the outcome of any such legal proceedings
is adverse to us, we may not be able to adequately protect our brand and reputation, which could have a
material adverse effect on our business operations and financial condition. For further details, please see
the section “Outstanding Litigation and Material Developments” on page 338.

39. Future strategic alliances may have a material and adverse effect on our business, reputation and
results of operations.

We may in the future enter into strategic alliances with various third parties. Strategic alliances with third
parties could subject us to numerous risks, including risks associated with sharing proprietary
information, non-performance of obligations by the strategic partner, the strategic partner creating similar
alliances with our competitors and an increase in expenses incurred in establishing new strategic
alliances, any of which may materially and adversely affect our business. We may not be able to control
or monitor their actions. To the extent strategic third parties suffer negative publicity or harm to their
reputation from events relating to their business, we may also suffer negative publicity or harm to our
reputation by virtue of our association with such third parties.

40. There are no standard valuation methodologies or generally accepted accounting practices or standard
of measure of the information technology and related industries.

We are in the business of providing local search services. However, there are currently no standard
valuation methodologies or generally accepted accounting practices or standard of measure of the
information technology and related industries. Consequently, any comparison of our Company with other
companies engaged in similar businesses may not provide investors with any meaningful information,
comparisons or analysis.

Current valuations may not be reflective of future valuations within the telecommunications or the
software and information technology industries as our business is not meaningfully comparable with

34
 businesses in these industries.

Our investors may therefore not be able to accurately assess and measure the value of our business
factoring in the effectiveness of our products and services, and our potential for growth.

41. Breach of our contract with our vendors or third party suppliers may adversely affect our business,
financial condition and results of operations.

We depend upon vendors and third party suppliers to provide us with hardware and software required for
the development and provision of our products and services to our users and advertisers.

We may be liable to these vendors and third party suppliers if we are held to be in breach of our contracts
with them, which could result in a claim against us for damages. This could have a material adverse effect
on our business, financial condition and results of operations. Although we maintain general liability
insurance coverage, we cannot assure that the terms and coverage of such insurance policies would be
applicable or sufficient to cover the claims raised against us in this regard.

Further, in the event that these vendors do not fulfil their obligations to us under the contract or breach
any other terms therein, we may not be able to enforce such obligations or succeed in a claim against
them for damages, which could affect our business and financial condition. Additionally, we cannot
assure that we will be able to find suitable replacements in a timely manner, if at all. We also cannot
assure that any such damages payable would be adequate compensation for our losses. The continuity and
quality of our business operations may be adversely affected, which may result in a material adverse
effect on our business, financial condition and results of operations.

42. Our insurance coverage may be inadequate to satisfy future claims against us.

We maintain insurance which we believe is typical in our industry in India and in amounts which we
believe to be commercially appropriate for a variety of risks, including: fire, burglary, professional
liability, group medical and personal accident insurance and key man insurance. However, such insurance
may not be adequate to cover all losses or liabilities that may arise from our operations, particularly when
the loss suffered is not easily quantifiable. Our insurance policies contain exclusions and limitations on
coverage, as a result of which, we may not be able to successfully assert our claims for any liability or
loss under the said insurance policies. Additionally, there may be various other risks and losses for which
we are not insured because such risks are either uninsurable or not insurable on commercially acceptable
terms. Furthermore, there can be no assurance that in the future we will be able maintain insurance of the
types or at levels which we deem necessary or adequate or at premiums which we deem to be
commercially acceptable.

The occurrence of an event for which we are not insured, where the loss is in excess of insured limits
occurs or where we are unable to successfully assert insurance claims from losses, could result in
uninsured liabilities. Further, despite such uninsured losses we may remain obligated for any financial
indebtedness or other obligations related to our business. Any such uninsured losses or liabilities could
result in an adverse effect on our business operations, financial conditions and results of operations.

43. Our contingent liabilities not provided for could adversely affect our financial condition.

As of December 31, 2012, we had the following contingent liabilities that had not been provided for:

Income tax demands: We have appealed our income tax assessments for assessment years 2003-2004,
2006-2007, 2007-2008, 2008-2009 and 2009-2010. Our total contingent liability for income tax demands
is ` 12.4 million as at December 31, 2012.

Please see the section “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Contingent Liabilities” on page 335 for more information.

Any or all of these contingent liabilities may become actual liabilities. In the event that any of our
contingent liabilities become non-contingent, our business, financial condition and results of operations

35
 may be adversely affected. Furthermore, there can be no assurance that we will not incur similar or
increased levels of contingent liabilities in the current fiscal year or in the future.

44. We have entered into, and will continue to enter into, related party transactions.

We have entered into transactions with several related parties, including the license of our registered
office in Mumbai from two of our Promoters, V.S.S. Mani and Anita Mani, the sale of the shares held by
us in Just Dial Inc. to JD Global and the demerger of certain of our Company’s undertakings to JD Global
pursuant to a scheme of arrangement filed before the High Court of Bombay. For more information
regarding our related party transactions, please see the section “Related Party Transactions” on page 185.
These transactions may involve conflicts of interests which may be detrimental to our Company. We
cannot assure you that such transactions could not have been made on more favourable terms with
unrelated parties.

45. We have applied for, but not yet received, certain registrations, licenses, approvals and clearances.

We have applied for but have not obtained registrations in relation to 34 trademarks of our Company and
two copyright applications. Further, some of the registrations are required to be amended due to changes
in the name of our Company and the address of our premises. Please see the section “Government and
Other Approvals” on page 350 for further details. If we are unable to obtain these registrations, licenses,
approvals or clearances in a timely manner, or if at all, we may not be able to carry on our business
operations, or we may not have protectable interests in our intellectual property.

46. We have been unable to locate certain of our corporate records with respect to the increase of our
initial authorised share capital.

We have been unable to locate certain of our corporate records such as the minutes of the shareholder’s
meeting and the form filed with the registrar of companies, with respect to the increase of our initial
authorized share capital of ` 100,000 divided into 10,000 Equity Shares to ` 1,000,000 divided into
100,000 Equity Shares. Details regarding the increase in the initial authorized share capital have been
ascertained based on the minutes of the meetings of the Board of Directors. For further details, please see
the sections “Capital Structure” and “History and Certain Corporate Matters” on pages 78 and 154.

47. We have issued Equity Shares during the last one year at a price that may be below the Offer Price.

During the last one year we have issued Equity Shares at a price that may be lower than the Offer Price as
detailed in the following table:

Sr. Name of Date of No. of Issue Reason

No. Person/Entity Offer Equity price
Shares (`)
1. SAIF May 11, 159,598 - Allotted pursuant to conversion of
2012 Preference Shares Series A.
2. Tiger Global Four May 11, 35,967 - Allotted pursuant to conversion of
JD Holdings 2012 Preference Shares Series A.
3. V.S.S. Mani May 11, 1 - Allotted pursuant to conversion of
2012 Preference Share Series B.
4. EGCS May 11, 484,030 - Allotted pursuant to conversion of
2012 Preference Shares Series C.
5. SAPV May 11, 484,030 - Allotted pursuant to conversion of
2012 Preference Shares Series C.
6. SAIF May 11, 8,777,890 - Allotment on account of the bonus
2012 offer in the ratio 55:1, undertaken on
April 24, 2010, upon conversion of
Preference Shares Series A and in
accordance with the terms of the
Shareholders’ Agreement.

36
 Sr. Name of Date of No. of Issue Reason
No. Person/Entity Offer Equity price
Shares (`)
7. Tiger Global Four May 11, 1,978,185 - Allotment on account of the bonus
JD Holdings 2012 offer in the ratio 55:1, undertaken on
April 24, 2010, upon conversion of
Preference Shares Series A and in
accordance with the terms of the
Shareholders’ Agreement.
8. Ramkumar June 11, 15,518 10 Allotted pursuant to exercise of
Krishnamachari 2012 options granted under ESOP 2010
9. Sandipan June 11, 368,610 - Allotment on account of the bonus
Chattopadhyay 2012 issue in the ratio 55:1 undertaken on
April 24, 2010 upon exercise of
options granted under ESOP 2008
10. Shakeeb Shaikh June 11, 6,600 - Allotment on account of the bonus
2012 issue in the ratio 55:1 undertaken on
April 24, 2010 upon exercise of
options granted under ESOP 2008.
11. Certain June 11, 66,402 80 Allotted pursuant to exercise of
employees of our 2012 options granted under ESOP 2010
Company
12. Sequoia I July 21, 2,568,243 488.66 Allotted pursuant to share
2012 subscription agreement dated June
21, 2012 between Sequoia I, Sequoia
II and our Company.
13. Sequoia II July 21, 2,568,243 488.66 Allotted pursuant to share
2012 subscription agreement dated June
21, 2012 between Sequoia I, Sequoia
II and our Company.
14. Certain September 15,953 80 Allotted pursuant to exercise of
employees of our 28, 2012 options granted under ESOP 2010
Company
15. Certain January 23, 28,029 80 Allotted pursuant to exercise of
employees of our 2013 options granted under ESOP 2010
Company
16. Ramkumar January 23, 31,035 10 Allotted pursuant to exercise of
Krishnamachari 2013 options granted under ESOP 2010
17. Certain April 3, 97,744 80 Allotted pursuant to exercise of
employees of our 2013 options granted under ESOP 2010
Company
18. Sandipan April 3, 245,740 - Allotment on account of the bonus
Chattopadhyay 2013 issue in the ratio 55:1 undertaken on
April 24, 2010 upon exercise of
options granted under ESOP 2008
19. Certain May 4, 21,376 80 Allotted pursuant to exercise of
employees of our 2013 options granted under ESOP 2010
Company

48. Our Group Companies have incurred losses.

Except for Just Dial Inc., USA for fiscal 2012, certain of our Group Companies have incurred losses in
fiscal 2010-2012, as set forth in the table below:

Name of Group Company Fiscal 2012 Fiscal 2011 Fiscal 2010

Just Dial Global Private Limited (in ` (238.5) (97.2) (0.4)

37
 Name of Group Company Fiscal 2012 Fiscal 2011 Fiscal 2010
million)
Just Dial Inc., USA (in US$) 66,287 (28,661) (62,885)

49. Grants of stock options under our employee stock option plans may result in a charge to our profit and
loss account and will, to that extent, reduce our profits.

All of the options remaining to be granted under our 2008 and 2010 employee stock option plans
(“ESOPs”) have lapsed and we do not intend to grant any further options under these schemes. We may
in future, have ESOPs, under which eligible employees may participate, subject to the requisite approvals
having been obtained. Under Indian GAAP, the grant of stock options under ESOPs will result in a
charge to our profit and loss account equal to the intrinsic value which is based on the difference between
the fair value of shares determined at the date of grant and the exercise price. In addition to the impact on
the profit and loss account, the grant of stock options will also dilute the interests of our shareholders.
The intrinsic value will be amortized over the vesting period of these stock options.

EXTERNAL RISK FACTORS

50. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax
laws and regulations, may adversely affect our business and financial performance.

Our business and financial performance could be adversely affected by unfavourable changes in or
interpretations of existing, or the promulgation of new, laws, rules and regulations applicable to us and
our business, including those relating to consumer protection, telecommunications, Internet and privacy.
Please see the section “Regulations and Policies” on page 151 for details of the laws currently applicable
to us.

There can be no assurance that the Government may not implement new regulations and policies which
will require us to obtain approvals and licenses from the Government and other regulatory bodies or
impose onerous requirements and conditions on our operations. Any such changes and the related
uncertainties with respect to the implementation of the new regulations may have a material adverse
effect on our business, financial condition and results of operations. In addition, we may have to incur
capital expenditures to comply with the requirements of any new regulations, which may also materially
harm our results of operations.

Our voice and text-based services are subject to the telemarketing guidelines and the restrictions provided
for therein. Some examples of these restrictions include separation of network resources used for
telemarketing from other resources, reporting of call data records to authorities, denial of providing
switched telephony etc. On December 1, 2010, the TRAI issued the Customer Preference Regulations.
The Customer Preference Regulations, among other things, prohibit the transmission of unsolicited
commercial communication, except commercial communication relating to certain categories specifically
chosen by the customers and certain exempted transactional messages. When responding to users who
call our call centres for search services, we provide the information sought by our customers through text
(SMS). We believe that the information disseminated by us is not unsolicited commercial communication
since it is provided pursuant to requests made by our users. However, in the event that the dissemination
of information by us through text (SMS) is determined to be unsolicited commercial communication, may
be subject to regulatory sanctions in terms of the Customer Preference Regulations. The Customer
Preference Regulations contain provisions for blacklisting of telemarketers who commit repeated
violations of the Customer Preference Regulations and for consequent prohibition from accessing telecom
resources for a period of two years. We may have to utilize alternate modes of communication to
continue providing our services, for which we may be required to incur substantial expenditure and spend
considerable time and other resources. Any violation of the Customer Preference Regulations may,
therefore, have a material adverse effect on our business and results of operations. Please see the section
“Regulations and Policies” on page 151 for further details.

Such unfavourable changes to the laws and regulations applicable to us could also decrease demand for
our products, increase costs and/or subject us to additional liabilities. For example, the number of laws

38
 and regulations pertaining to telecommunications and the Internet may increase, which may relate to
liability for information transmitted over or retrieved from telecommunications or mobile networks or the
Internet, user privacy, taxation and the quality of products and services provided through
telecommunication mediums.

In December 2012, the Companies Bill was tabled before and passed by the lower house of the Indian
Parliament. The Companies Bill provides, inter alia, for significant changes to the regulatory framework
governing the issue of capital by companies, corporate governance, audit matters and corporate social
responsibility. The Companies Bill has not yet been tabled before the upper house of the Indian
Parliament. The Companies Bill will require the approval of the upper house of the Indian Parliament, as
well as the approval of the President of India and publication in the Official Gazette before becoming
law. There is therefore no certainty that the Companies Bill will be passed in its current form, or at all.
Our business and operations may be adversely affected and subject to regulatory uncertainty if the
legislation is enacted. We have not determined the impact of this legislation on our business.

The application of various Indian and international sales, value-added and other tax laws, rules and
regulations to our products and services, currently or in the future, is subject to interpretation by the
applicable taxation authorities. Many of the statutes and regulations that impose these taxes were
established before the growth of the Internet and mobile networks. If such tax laws, rules and regulations
are amended, new adverse laws, rules or regulations are adopted or current laws are interpreted adversely
to our interests, the results could increase our tax payments (prospectively or retrospectively) and/or
subject us to penalties and, if we pass on such costs to our users and advertisers, it may result in a
decrease in the demand for our products and services. Further, changes in capital gains tax or tax on
capital market transactions or sale of shares could affect investor returns. As a result, any such changes or
interpretations could have an adverse effect on our business and financial performance.

51. Our Equity Shares have never been publicly traded and the Offer may not result in an active or liquid
market for our Equity Shares. Further, the price of our Equity Shares may be volatile, and you may be
unable to resell your Equity Shares at or above the Offer Price, or at all.

Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on
the Indian Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does
not guarantee that a market for our Equity Shares will develop, or if developed, the liquidity of such
market for the Equity Shares. The Offer Price of the Equity Shares is proposed to be determined through
a book-building process and may not be indicative of the market price of the Equity Shares at the time of
commencement of trading of the Equity Shares or at any time thereafter. The market price of the Equity
Shares may be subject to significant fluctuations in response to, among other factors, variations in our
operating results, market conditions specific to the industry we operate in, developments relating to India
and volatility in the Stock Exchanges and securities markets elsewhere in the world.

52. Any future issuance of Equity Shares may dilute your shareholdings, and sales of our Equity Shares
by our Promoter or other major shareholders may adversely affect the trading price of the Equity
Shares.

Any future equity issuances by us may lead to the dilution of investors’ shareholdings in our Company. In
addition, any sales of substantial amounts of our Equity Shares in the public market after the completion
of this Offer, including by our Promoters or other major shareholders, or the perception that such sales
could occur, could adversely affect the market price of our Equity Shares and could materially impair our
future ability to raise capital through offerings of our Equity Shares. Our Promoters currently hold an
aggregate of 37.1% of our outstanding Equity Shares. After the completion of the Offer, our Promoters
and members of our Promoter Group will continue to hold 33.1% of our outstanding Equity Shares. We
cannot predict what effect, if any, market sales of our Equity Shares held by our Promoters or other major
shareholders or the availability of these Equity Shares for future sale will have on the market price of our
Equity Shares.

53. Significant differences exist between Indian GAAP and other accounting principles, such as U.S.
GAAP and IFRS, which may be material to investors’ assessments of our financial condition.

39
 Our financial statements included in this Red Herring Prospectus are prepared in accordance with Indian
GAAP and restated in accordance with the SEBI Regulations. We have not attempted to quantify the
impact of U.S. GAAP or IFRS on the financial data included in this Red Herring Prospectus, nor do we
provide a reconciliation of our financial statements to those of U.S. GAAP or IFRS. Each of U.S. GAAP
and IFRS differs in significant respects from Indian GAAP. Accordingly, the degree to which the
financial statements included in this Red Herring Prospectus will provide meaningful information is
entirely dependent on the reader’s level of familiarity with Indian accounting practices. Any reliance by
persons not familiar with Indian accounting practices on the financial disclosures presented in this Red
Herring Prospectus should accordingly be limited.

54. We cannot assure you that our Equity Shares will be listed on the Stock Exchanges in a timely manner
or at all, which may restrict your ability to dispose of the Equity Shares.

In accordance with Indian law and practice, permission for listing of the Equity Shares will not be granted
by the BSE, the NSE and MCX-SX until after the Equity Shares offered in the Offer have been Allotted.
In addition, we are required to deliver this Red Herring Prospectus and the Prospectus to the RoC for
registration under the applicable provisions of the Companies Act and the SEBI Regulations. We cannot
assure you that the RoC will register this Red Herring Prospectus or the Prospectus in a timely manner, or
at all. Such approval will require all other relevant documents authorising the issuance of the Equity
Shares to be submitted. There could be a failure or delay in listing the Equity Shares on the BSE, the NSE
and the MCX-SX. Any failure or delay in obtaining such approval would restrict your ability to dispose
of your Equity Shares.

55. Our failure to successfully adopt new accounting standard when required under Indian law could have
a material adverse effect on our stock price.

Our Company may be required to prepare our annual and interim financial statements under new Indian
accounting standards that the Ministry of Corporate Affairs has announced will be implemented in
phases. Because there is significant lack of clarity on the adoption of and convergence with the new
Indian accounting standards and there is not yet a significant body of established practice on which to
draw in forming judgments regarding its implementation and application, we have not determined with
any degree of certainty the impact that such adoption will have on our financial reporting. There can be
no assurance that our financial condition, results of operations, cash flows or changes in shareholders'
equity will not appear materially worse under the new Indian accounting standards than under current
Indian GAAP. As we transition to reporting under the new Indian accounting standards, we may
encounter difficulties in the ongoing process of implementing and enhancing our management
information systems. Moreover, there is likely to be increasing competition for the small number of IFRS
experienced accounting personnel as the new Indian accounting standards have been derived from IFRS.
There can be no assurance that our adoption of new Indian accounting standards will not adversely affect
our reported results of operations or financial condition. Any failure to successfully adopt new Indian
accounting standards when required under Indian law could have a material adverse effect on our stock
price.

56. There are restrictions on daily movements in the price of the Equity Shares, which may adversely
affect a shareholder’s ability to sell, or the price at which it can sell, Equity Shares at a particular point
in time.

Subsequent to listing, we will be subject to a daily circuit breaker imposed on listed companies by all
stock exchanges in India which does not allow transactions beyond certain volatility in the price of the
Equity Shares. This circuit breaker operates independently of the index-based market-wide circuit
breakers generally imposed by SEBI on Indian stock exchanges. The percentage limit on our circuit
breaker is set by the Stock Exchanges based on the historical volatility in the price and trading volume of
the Equity Shares. The Stock Exchanges are not required to inform us of the percentage limit of the
circuit breaker from time to time, and may change it without our knowledge. This circuit breaker would
effectively limit the upward and downward movements in the price of the Equity Shares. As a result of
this circuit breaker, there can be no assurance regarding the ability of shareholders to sell the Equity
Shares or the price at which shareholders may be able to sell their Equity Shares.

40
57. Global economic conditions were unprecedented and challenging during 2008 and 2009 and had an
adverse effect on the Indian financial markets and the Indian economy in general, and which, given
the same economic conditions in the future, may have a material adverse effect on our business and
our financial performance and may have an impact on the price of our Equity Shares.

Global market and economic conditions were unprecedented and challenging with tighter credit
conditions and recession in most major economies continuing into 2010. Continued concerns about the
systemic impact of potential long-term and wide-spread recession, energy costs, geopolitical issues, the
availability and cost of credit, and the sovereign debt markets have contributed to increased market
volatility and diminished expectations for western and emerging economies. These conditions, combined
with volatile oil prices, declining business and consumer confidence and increased unemployment, have
contributed to volatility of unprecedented levels.

As a result of these market conditions, the cost and availability of credit has been and may continue to be
adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the
markets generally and the strength of counterparties specifically has led many lenders and institutional
investors to reduce, and in some cases, cease to provide credit to businesses and consumers. These factors
have led to a decrease in spending by businesses and consumers alike and corresponding decreases in
global infrastructure spending and commodity prices. Continued turbulence in the international markets
and economies and prolonged declines in business consumer spending may adversely affect our liquidity
and financial condition, and the liquidity and financial condition of our users and advertisers, including
our ability to refinance maturing liabilities and access the capital markets to meet liquidity needs.

The levels of instability and volatility in markets in the global economy and financial markets, including,
without limitation, stock markets, foreign exchange markets, commodity markets, fixed income markets
and credit markets, have, in turn, adversely affected the economy in India. According to the Centre for
Monitoring Indian Economy in November 2012, the GDP growth rate of India decelerated to 6.5 per cent.
in fiscal 2012 compared with 8.4 per cent. growth in fiscal 2011. According to RBI’s Third Quarter
Review of Monetary Policy 2012-2013, the baseline projection of GDP growth rate from fiscal 2012 to
fiscal 2013 was revised downwards from 5.8 per cent to 5.5. per cent. The Central Statistics Office of
Ministry of Statistics and Programme Implementation has, in a press release dated February 28, 2013,
estimated that a 4.5% growth rate in GDP in the third quarter of fiscal 2013 as compared to the third
quarter of fiscal 2012. India recorded a current account deficit of US$ 32.6 billion in the last quarter of
2012, reaching a record deficit in the last five years.

In particular, the performance and growth of our business are necessarily dependent on the health of the
overall Indian economy, in particular the economic conditions of Mumbai, Delhi NCR region and nine
other cities from which we derived substantially all of our campaigns as of December 31, 2012, March
31, 2012 and 2011. Any downturn in the rate of economic growth in India, and especially in these cities,
whether due to political instability or regional conflicts, economic slowdown elsewhere in the world or
otherwise, may have a material adverse effect on demand for our products and services. Further, the
Indian Rupee may exhibit a downward trend and this may lead to a sell down by foreign investors which
may in turn result in a fall in the price of our Equity Shares.

Any future slowdown or adverse impact in the global markets which will affect the Indian financial
markets and the Indian economy in general, especially our 11 largest cities from which we derived
substantially all of our campaigns as of December 31, 2012, could result in a material adverse effect on
our business, our financial performance and the prices of our Equity Shares.

58. Political instability or a change in economic liberalization and deregulation policies could seriously
harm business and economic conditions in India generally and our business in particular.

The Government has traditionally exercised and continues to exercise influence over many aspects of the
economy. Our business and the market price and liquidity of our Equity Shares may be affected by
interest rates, changes in Government policy, taxation, social and civil unrest and other political,
economic or other developments in or affecting India. The Government has in recent years sought to
implement economic reforms and the current government has implemented policies and undertaken

41
 initiatives that continue the economic liberalization policies pursued by previous governments. There can
be no assurance that liberalization policies will continue in the future. The rate of economic liberalization
could change, and specific laws and policies affecting the information technology sector, foreign
investment and other matters affecting investment in our securities could change as well. A newly elected
government (as a result of the upcoming general elections) may announce new policies or withdraw
existing benefits, which may be applicable to our industry. Any significant change in such liberalization
and deregulation policies could adversely affect business and economic conditions in India, generally,
and our business, prospects, financial condition and results of operations, in particular.

59. Government regulation of foreign ownership of Indian securities may have an adverse effect on the
price of the Equity Shares.

Foreign ownership of Indian securities is subject to Government regulation. In accordance with foreign
exchange regulations currently in effect in India, under certain circumstances the RBI must approve the
sale of the Equity Shares from a non-resident of India to a resident of India or vice-versa if the sale does
not meet the requirements of the RBI Circular dated October 4, 2004, as amended by the RBI Circular
dated May 4, 2010. The RBI must approve the conversion of the Rupee proceeds from any such sale into
foreign currency and repatriation of that foreign currency from India unless the sale is made on a stock
exchange in India through a stock broker at the market price. As provided in the foreign exchange
controls currently in effect in India, the RBI has provided the price at which the Equity Shares are
transferred based on a specified formula, and a higher (or lower, as applicable) price per share may not be
permitted. There are also restrictions on sales between two non-residents if the acquirer is impacted by
the prior joint venture or technical collaboration. The approval from the RBI or any other government
agency may not be obtained on terms favourable to a non-resident investor in a timely manner or at all.
Because of possible delays in obtaining requisite approvals, investors in the Equity Shares may be
prevented from realizing gains during periods of price increase or limiting losses during periods of price
decline.

60. Terrorist attacks, civil unrests and other acts of violence in India and around in the world could
adversely affect the financial markets, result in a loss of consumer confidence and adversely affect our
business, results of operations, financial condition and cash flows.

Terrorist attacks, civil unrests and other acts of violence or war in India and around in the world may
adversely affect worldwide financial markets and result in a loss of consumer confidence and ultimately
adversely affect our business, results of operations, financial condition and cash flows. India has, from
time to time, experienced instances of civil unrest and political tensions and hostilities among
neighbouring countries. Political tensions could create a perception that an investment in Indian
companies involves higher degrees of risk and on our business and price of our Equity Shares.

61. Natural calamities could have a negative effect on the Indian economy and cause our business to
suffer.

India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past
few years. The extent and severity of these natural disasters determines their effect on the Indian
economy. The erratic progress of a monsoon would also adversely affect sowing operations for certain
crops. Further prolonged spells of below normal rainfall or other natural calamities in the future could
have a negative effect on the Indian economy, adversely affecting our business and the price of our
Equity Shares.

Prominent Notes

1. Our Company was incorporated as A&M Communications Private Limited on December 20, 1993, at
New Delhi, as a private limited company under the Companies Act. Subsequently, the registered office of
our Company was shifted to the State of Maharashtra with effect from August 30, 2004 and a certificate
dated December 16, 2004 of registration of the order of the Company Law Board confirming transfer of
the registered office from one state to another was issued by the Registrar of Companies, Maharashtra.
The name of our Company was changed from A&M Communications Private Limited to Just Dial Private

42
 Limited on December 26, 2006. Our Company was converted into a public limited company on July 22,
2011 and consequently, the name was changed to Just Dial Limited. For details of change in name and
the Registered Office of our Company, please see the section “History and Certain Corporate Matters” on
page 154.

2. Public Offer of 17,497,458 Equity Shares for cash at a price of ` [●] per Equity Share through an offer for
sale by the Selling Shareholders aggregating up to ` [●] million. The Offer will constitute 25.02% of the
fully diluted post-Offer paid-up equity capital of our Company.

3. A discount of 10% to the Floor Price is being offered to Retail Individual Bidders. The Price Band,
minimum Bid Lot and the rupee amount of the Retail Discount will be decided by our Company and the
Selling Shareholders in consultation with the BRLMs and will be advertised at least five Working Days
prior to the Bid/Offer Opening Date.

4. As of March 31, 2012, our Company’s net worth was ` 1,033.67 million as per the restated consolidated
summary statements and ` 1,033.67 million as per the restated unconsolidated summary statements.
Further, as of December 31, 2012, our Company’s net worth was ` 4,048.13 million as per the restated
unconsolidated summary statements.

5. As of March 31, 2012, the net asset value per Equity Share was ` 14.74 as per the restated consolidated
summary statements and was ` 14.74 as per the restated unconsolidated summary statements. Further, as
of March 31, 2012, the net asset value per Equity Share (after retrospective adjustment of bonus issue and
outstanding financial instruments) was ` 15.91 as per the restated consolidated summary statements and
was ` 15.87 as per the restated unconsolidated summary statements. As of December 31, 2012, the net
asset value per Equity Share was ` 58.29 as per the restated unconsolidated summary statements. Further,
as of December 31, 2012, the net asset value per Equity Share (after retrospective adjustment of bonus
issue and outstanding financial instruments) was ` 57.51 as per the restated unconsolidated summary
statements. Our Company has issued Equity Shares after December 31, 2012. For details, please see the
section “Capital Structure” on page 78.

6. The average cost of acquisition of Equity Shares by our Promoters is as follows:

Name of the Promoter Average cost of acquisition of Equity Shares

V.S.S. Mani ` 0.64 per Equity Share
Anita Mani ` 0.60 per Equity Share
Ramani Iyer ` 0.00 per Equity Share
V. Krishnan ` 0.00 per Equity Share

7. For details of related party transactions entered into by our Company with its Group Companies during
the last financial year, please see the section “Related Party Transactions” beginning on page 185.

8. There has been no financing arrangement whereby the Promoter Group, our Directors and their relatives
have financed the purchase by any other person of securities of our Company other than in normal course
of the business of the financing entity during the period of six months immediately preceding the date of
filing of the Draft Red Herring Prospectus, except as stated below:

Pursuant to loan agreement dated June 5, 2012, our promoter, V.S.S. Mani has provided a loan of ` 30.00
million to Sandipan Chattopadhyay, one of our key management personnel, for the purpose of exercising
certain employee stock options granted to him by our Company under the Just Dial Employee Stock
Option Scheme 2008. This loan has been repaid by Sandipan Chattopadhyay. For the details of the
employee stock options granted to Sandipan Chattopadhyay, please see the section “Capital Structure –
Employee Stock Option Plan – Just Dial Employee Stock Option Scheme 2008” on page 96.

9. Investors may contact the BRLMs for complaints, information or clarifications pertaining to the Offer.

10. Our Company has entered into a trademark license agreement dated August 10, 2011 with our Group
Company, JD USA in relation to the use of our brand “Just Dial". Further, our Company has entered into

43
a services agreement dated March 29, 2011 with our Group Company, JD Global for providing support
services to JD Global including infrastructure facilities and functional workstations on a non-
discriminatory basis. For further details in relation to the trademark license agreement and the services
agreement, please see the section “History and Certain Corporate Matters – Summary of Key Agreements
– Trademark licensing agreement dated August 10, 2011 between JD USA and our Company” on page
162. Except as stated above, none of the Group Companies have any business or other interest in our
Company.

44
 SECTION III: INTRODUCTION

SUMMARY OF INDUSTRY

Our Company’s ability to implement its business strategy may be affected by various factors that have an influence
on its operations or on the industry segment in which our Company operates. Such factors have been disclosed in
the section entitled “Risk Factors” on page 15. The “Summary of Industry” section should be read in conjunction
with such risk factors.

The information in this section is derived from reports of various governmental agencies, market research reports
and other publicly available sources. This includes the information available on the websites of, in the reports or
adapted from the reports of and/or from the databases of, United States Central Intelligence Agency “World
Factbook” (the “CIA Factbook”); the Economist Intelligence Unit (“EIU”); the Central Statistical Organisation,
Government of India (“CSO”); the Ministry of Statistics and Programme Implementation (“MOSPI”); McKinsey
& Company “The ‘Bird of Gold’: The Rise of India’s Consumer Market,” May 2007 (the “McKinsey Report”);
the Ministry of Micro, Small and Medium Enterprises, Government of India (the “Ministry of MSME”), Annual
Report 2012; the Telecom Regulatory Authority of India (“TRAI”); and Netscribes (India) Pvt. Ltd.
(“Netscribes”), Reports “Local Search Market -India”, May 2012, “Online and Offline Classifieds - India”, May
2012 and “Online Advertising Market - India, May 2012 (the “Netscribes Reports”) and Internet World Stats
statistics available at [Link] Neither we nor any other person connected with the
Issue has verified this information. Industry reports and publications generally state that their accuracy,
completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and
investment decisions should not be based on such information. Accordingly, prospective investors are advised not
to unduly rely on the information in this section when making their investment decisions.
We commissioned the Netscribes Reports for the purposes of confirming our understanding of the industry in
connection with the Issue. Neither we nor any other person connected with the Issue has verified the information
in the Netscribes Reports. Netscribes has advised that: The reports are published for general information only,
and although high standards have been used in the preparation, Research on India and Netscribes is not
responsible for any loss or damage arising from use of these documents. Prospective investors are advised not to
unduly rely on the Netscribes Reports when making their investment decision. The Netscribes Reports contains
estimates of market conditions based on samples. This information should not be viewed as a basis for investment
and references to Netscribes should not be considered Netscribes’ opinion as to the value of any security or the
advisability of investing in us.

The Indian Opportunity

India is one of the world’s most populous countries with an estimated population of approximately 1.21 billion as
of July 2012, which equates to 17.2% of the world population, according to the CIA Factbook.

Over the last few years, India has also shown strong economic growth. According to MOSPI Annual Reports, the
growth rate for India's gross domestic product ("GDP") was 8.0%, 8.6% and 6.9% for 2009-2010, 2010-2011 and
2011-2012, respectively. According to the CIA Factbook, India’s GDP, on a purchasing power parity basis was
estimated to be approximately $4.8 trillion in 2012, making it the fourth largest economy in the world after the
United States ($ 15.7 trillion), the European Union ($15.6 trillion) and China ($12.4 trillion). Economic
liberalization in India, which began in 1991, led to reduced controls on foreign trade and investment which
accelerated the country’s GDP growth, which has averaged more than 6.5% annually since 1997. According to the
CIA Factbook, in 2010, the Indian economy rebounded robustly from the global financial crisis largely on the back
of strong domestic demand, and grew at over 8% year-on-year. However, GDP growth slowed down to 6.5% in
2012.

45
India: 4th Largest Economy Globally India: 4th Largest Economy Globally

GDP at Purchasing Power Parity (US$ Tn) GDP Growth – 2012 Estimates

Source: CIA World Factbook

Favourable Demographics in India

Economic liberalization in India, which began in 1991, transformed Indian demographics through rising income
levels and changing consumption patterns. According to the McKinsey Report, the country’s income pyramid is
expected to change, with India’s middle class (India’s middle class is defined as households with annual income of
between ` 200,000 to ` 1,000,000) expected to grow by over ten times to 583 million people by 2025. According
to the 2011 Census Report, India has 734 towns and cities with a population higher than 45,000 people. With a
growing population, the creation of a large middle class and rising incomes, the McKinsey Report projects
discretionary spending to increase from 50.0% of India’s average household consumption to approximately 70%
by 2025.

The McKinsey Report suggests that if India continues on its current high growth path, the Indian consumer market
will undergo a major transformation during the period from 2005 to 2025, which is expected to result in, among
other things, the following: income levels are expected to almost triple, with annual real income growth per
household expected to accelerate from 2.8% over the past two decades to 3.6% over the next two; India is
expected to become the world's fifth largest consumer market by 2025; and consumption is expected to increase by
7.3% annually over the next 20 years to reach more than ` 69.5 trillion, or $1.5 trillion, by 2025.

According to the McKinsey Report, some of the key reasons for the growth of India’s consumer markets are
population growth with favourable demographics, rising income levels, dramatic change in the country’s income
pyramid, increasing consumption and increased discretionary spending, including rapid growth in communications
spending.

Small and Medium Enterprises (SMEs) in India

Small and medium enterprises contribute to the economic development of India through industrial production,
exports and employment generation. The socio-economic policies adopted by India since the Industries
(Development and Regulation) Act 1951 have focus on promotion and development of SMEs. The Ministry of

46
MSME is the governing body at the national level and designs policies, programmes, projects and schemes and
monitors their implementation with a view to assist SMEs.

The Ministry of MSME estimates that, in terms of value, the SME industry accounts for about 45% of India’s
manufacturing output and 40% of the total exports of the country. According to the Ministry of MSME, the
industry is estimated to employ about 73.2 million people in over 31.2 million units throughout the country.
Further, according to the Ministry of MSME, this sector has consistently registered a higher growth rate than the
rest of the industrial sector.

According to the Ministry of MSME Annual Report 2012, MSME’s production in terms of gross output has been
growing steadily from ` 7,094 billion in 2006 - 2007 to ` 10,958 billion in 2010 - 2011, representing a CAGR of
11.5%.

MSME Production in Terms of Gross Output (INR Billion)

10,958
9,829
8,808
7,908
7,094

2006–2007 2007–2008 2008–2009 2009–2010 2010–2011

Source: Ministry of MSME Annual Report 2012

The Indian Advertising Market

According to the Netscribes’ Report: “Online Advertising Market - India, May 2012”, the Indian advertising
market generated approximately ` 255.9 billion in 2011 and is expected to grow to ` 369.5 billion by 2015, a
growth rate of 9.6%. Currently advertising through television represents the largest segment of the Indian
advertising market with a 46.0% share of the overall market, following by print advertising with a 40.4% share of
the overall market. Outdoor advertising comprises about 5.9% of the market, radio advertising about 3.9% and
internet about 3.4%. Of all the segments of the advertising market, the internet advertising segment is expected to
be the fastest growing segment with an expected growth rate of about 51% between 2011 and 2012.

47
Trend of Advertising Revenues

Cinema Internet Radio Cinema Internet

0.4% 3.4% 3.9% 0.4% 4.7% Radio
3.7%
Outdoor
5.9% Outdoor
5.7%
TV TV
46.0% 46.2%

Press Press
40.4% 39.3%

2011 2012e

Source: Netscribes.

Segment Growth Rates

Classifieds Market Size (INR Billion) and Growth

Source: Netscribes.

Online Advertising

All information in this section is derived from the Netscribes’ Report: “Online Advertising Market - India, May
2012”.

Among the various means of advertising, internet advertising is expected to exhibit the fastest growth of 51%
between 2011 and 2012. This is due to the growing penetration of internet among individuals and emergence of
fast technology oriented online mediums that are driving the interests of end consumers, as well as the rising usage
of internet on mobile phones.

48
The online medium promotes various metric systems of cost models, allowing the advertisers to optimize their
return on investment. Online advertisement is cost effective and lower priced as compared to TV, radio or print. In
addition, online advertising is an efficient and effective sales medium that enables advertisers to provide intricate
details, features and specifications that allow them to strategically target a set of desired consumers. The number
of responses can be measured, which allows the advertiser to measure the return on investment and strategize
better for future campaigns. Amongst all media, online medium also has the easiest global reach for targeting a
global audience. It also has the flexibility in terms of the inventory volume, advertisement type and unparalleled
targeted advertising options. Online advertising also allows the advertisers to directly engage with current and
potential customers for real time engagement, awareness, feedback and lead generation.

The growth in online advertisement is driven by several factors, including the growing internet base in India,
coupled with options including mobile internet, and the growing trend of social media networking platform. Apart
from the domestic market, online advertisement is an effective medium to target expatriate Indians who, number
more than 30.0 million and, browse Indian content regularly. However, online advertising also faces certain
challenges, such as the lack of trust due in part to misleading or incomprehensive information and the prerequisite
of literacy.

Local Indian Search Market

All information in this section is derived from the Netscribes’ Report: “Local Search Market - India, May 2012”.

According to Netscribes, the local search market generally comprises offline and online search services. Offline
local search services primarily includes print directory and phone based searches, where the chief source of
revenue is advertisement fees paid by the business entities. Online local search involves the use of localized
portals that allow users to search for geographically constrained results from a database of local listings. Major
players have multi-channel access including phone, web and mobile portals, and advertising is the main source of
revenue.

The local search market has evolved from word of mouth and print directories as a mode of getting local
information to professional phone, web-based and voiced-based and mobile phone search services.

For online search services, listing may be free or sponsored. Sponsored results get greater visibility as they are
highlighted and are given preference over the other listings. Other revenue sources include database sharing or
syndication by sourcing for listing or powering search results, partnering with global search engines or selling
contact details of users to businesses for marketing activities. For offline search services, players come out with
printed copies of local directories or operate phone-based services to respond to queries over the phone. The major
source of revenue is the advertisement fee paid by the advertisers.

Due to consumers becoming more receptive towards phone based searches, the offline search services market has
expanded. With the proliferation of technology and advancement in the current market scenario, consumers are
driven more towards saving time and effort. Most leading players have call centres which provide instant response
to consumer queries. The key driver for online search services is the proliferation of internet, including mobile
internet, and the growing number of users in India. Consumers find it convenient to conduct search on the internet
for any services or product required, especially with the reduction in price of access devices, launch of 3G network
and innovative data plans that facilitate the use of internet on mobile internet. Local online search services help
provide better visibility to small and local business owners by providing a scope to market and publicize their
products and services and to reach a larger audience in a cost effective manner compared to traditional advertising
media like TV and newspapers.

However, local offline search services face challenges such as lower acceptance in corporate culture and global
drive towards a paperless environment. Local online search services are limited by generic search engines, the lack
of awareness, low English literacy rate and language barriers and insufficient information and the lack of
comprehensive databases.

The players in the local search services market include Justdial, Asklaila, Burrp, Getit, Infomedia18, Metromela,
Onyomo, Sulekha and Timescity. Many of these players provide both offline and online local search services.

49
Local offline and online classifieds

All information in this section is derived from the Netscribes’ Report: “Online and Offline Classifieds - India May
2012”.

According to Netscribes, classifieds is a distinct type of advertising medium with both offline and online modes
that usually comprises text with no graphics and short statements about the requirements of the buyer or the seller.
It is becoming an increasingly popular mode of advertising. In 2011, the market segment for offline and online
classifieds was 58.9% and 41.1%, respectively. With growing internet usage, the online classifieds segment is
growing rapidly. It is estimated that the market segment will become 53.1% and 46.9%, respectively, by 2016.

Classifieds Market Segmentation

Classifieds Market Segmentation

41.1% 42.3% 43.4% 44.5% 45.7% 46.9%

58.9% 57.7% 56.6% 55.5% 54.3% 53.1%

2011 2012e 2013e 2014e 2015e 2016e

Offline Online

Source: Netscribes.

It is expected that the classifieds market in India will be driven by the growth in services sector, favourable
demographics and growth in the advertising industry. The size of the classifieds market has grown from ` 30.6
billion in 2011 and is expected to reach ` 84.3 billion in 2016.

Classifieds Market Size and Growth

Classifieds Market Size (INR Billion)

Source: Netscribes.

Offline classifieds comprises of print media, while online classifieds comprises of horizontal or general /

50
multipurpose classifieds website or vertical sites in jobs, real estate and matrimonial websites. Both the offline and
online markets are growing on account of increasing penetration of print media and the internet. For offline
classifieds, generally various types of classified advertisers and newspaper publishing houses come together to
offer classified advertisements through the print media, with a revenue structure that is primarily determined by
various factors associated directly with the costs of the classified advertisements. For online classifieds, advertisers
are generally required to register with the respective portal and pay membership fees upfront to become a
registered subscriber, with major sources of revenue generated from paid subscriptions, paid memberships, paid
listings, leads generated, brokerage charges and database access.

Offline classifieds market has grown consistently over the last few years and will grow further due to increasing
print penetration, especially in tier two and tier three cities. The growth of the offline classifieds market is also
driven by the presence of newspapers in various vernacular languages as it provides a huge scope to cater to a
large section of the population. In addition, growing readership base of newspapers in India, due to growing
literacy and new technologies, will contribute to the growth of offline classifieds. The online classifieds market
has grown due to increasing market penetration as consumers are increasingly using online classifieds as it is more
convenient. In addition, online classifieds are more cost effective as they can obtain more exposure than through
traditional print media. The online classifieds market is also driven by the strong growth in online advertising
which is expected to increase from ` 18.5 billion in 2011 to ` 69.1 billion in 2015. Generally, the classifieds
market is expected to grow due to the favourable demographics of India; it is the second most populous country
worldwide with one of the largest young populations, which equates to a large demand for classifieds services. In
addition, growth in the services sector acts as a driver, as it has opened up a large number of job opportunities and
increased the disposable income in India, and consequently, increased the advertisements by, among others, job
recruiters, automobile and real estate sectors.

Offline classifieds face challenges such as the lesser space for advertisements, especially display advertisements,
becoming a major bottleneck as it restricts the scope of advertisement exposure, unlike online classifieds which
offers various advertising forms, such as listings, banners, featured advertisements, home page panels and micro
sites. The low visibility and coverage of offline classifieds also restricts the growth of its market, as they are
contained only in a segment of the print media and are limited to the distribution area.

The low presence of vernacular languages in online classifieds medium poses a barrier for the online classifieds
market and restricts the market, as non-familiarity with English may alienate people from using online media and
choose print media instead. The absence of strong online payment mechanism also hinders the growth of the
online classifieds market, with low credit card penetration rates and phishing scams and fraudulent methods
discouraging the use of online payment modes.

51
 SUMMARY OF BUSINESS

Our Company’s ability to implement its business strategy may be affected by various factors that have an influence
on its operations or on the industry segment in which our Company operates. Such factors have been disclosed in
the section entitled “Risk Factors” on page 15. The “Summary of Business” section should be read in conjunction
with such risk factors.

Unless otherwise stated, the financial information of our Company used in this section has been derived from the
Restated Summary Statements

OVERVIEW

We believe that we are one of the leading local search engines in India. We provide users of our “Just Dial” search
service with information and user reviews from our database of local businesses, products and services across
India. Our search service is available to users through multiple platforms: Internet, mobile Internet, telephone
(voice) and text (SMS). In fiscal 2012, we addressed over 254.3 million search requests across our platforms. As
of December 31, 2012, we were conducting approximately 195,100 campaigns for our paid advertisers.

As one of the first companies to offer local search services in India, we believe that we have a first mover
advantage among consumers seeking information on local businesses. We aim to provide fast, free, reliable and
comprehensive information to our users, which we believe will create a network effect to attract more search
queries. We also believe that we have established Just Dial as a well known Indian brand on the Internet. In
addition, through our easy to remember phone numbers and user friendly mobile phone interface, we believe that
we have been able to attain significant mind-share with users for their local search needs.

As adapted from a report by McKinsey & Company, India’s middle class, generally comprising people with
annual income range of ` 200,000 to ` 1,000,000, is expected to grow by over 10 times to approximately 583
million people by 2025. According to Internet World Stats, as of June 30, 2012, Internet penetration was at 11.4%
in India, compared to over 78.1% in the United States. There were approximately 137 million Internet users in
India, making it the third largest population of Internet users after China and the United States. According to
TRAI, the number of mobile subscribers in India is expected to exceed 1,000 million by 2014. With the growth
projected for India’s middle class and for Internet and mobile usage in India, we believe our potential user base
remains largely untapped and offers significant potential for growth.

We believe our search service bridges the gap between our users and businesses by helping users find relevant
providers of products and services quickly while helping businesses listed in our database to market their
offerings. We also believe that our search service is particularly relevant to SMEs, which we believe, currently, do
not have many other cost effective options to access and advertise to such a large number of potential consumers.

Listing on our search service provides businesses with exposure to users at a time when the users are making a
purchase decision. Businesses may choose to pay for a listing to be featured on a priority basis in our search
results, which we call a ‘campaign’. We call businesses that pay for this service ‘paid advertisers’. Many of our
paid advertisers conduct multiple campaigns at any given time. Paid advertisers have the flexibility to choose
different levels of priority in the search results for different geographic areas and products and services. The
number of campaigns increased from approximately 40,500 as of March 31, 2009 to approximately 195,100 as of
December 31, 2012.

We have a large database of approximately 9.1 million listings as of March 31, 2013. We believe that by providing
fast and free access to our database, we provide a compelling user experience that will create a network effect and
attract a large number of users who search for information to Just Dial. These large number of users will, in turn,
prompt more businesses to pay for listings and become paid advertisers in order to be featured in our search results
on a priority basis.

Our consolidated total revenue from continuing operations increased from ` 716.0 million in fiscal 2008 to `
2,770.2 million in fiscal 2012, representing a CAGR of 40.2%. Our consolidated total revenue from continuing
operations increased in fiscal 2012 by 47.6% over fiscal 2011. Our consolidated restated profits after tax from
continuing operations increased from ` 17.1 million in fiscal 2008 to ` 522.8 million in fiscal 2012, representing a

52
CAGR of 135.1%. Our consolidated restated profits after tax from continuing operations increased in fiscal 2012
by 81.4% over fiscal 2011. In the nine months period ended December 31, 2012, our unconsolidated total revenue
was ` 2,716.1 million and our unconsolidated restated profits after tax from continuing operations was ` 470.8
million as per the restated unconsolidated summary statements.

OUR COMPETITIVE STRENGTHS

We believe that we are one of the leading local search engines in India, which belief is attributable to the following
competitive strengths:

First Mover Advantage in the Indian Local Search Market

As one of the first companies to offer comprehensive local search services in India, we believe that we have a first
mover advantage among consumers seeking information on local businesses. We started offering our local search
services in 1996 under the Just Dial brand, and launched our Internet and mobile Internet services in 2007. We aim
to provide fast and free access to our large database, which will attract more search queries, which in turn will
attract more paid business listings. We believe this creates a self-perpetuating growth cycle that enables us to
maintain a position as one of the leading local search engines in India. We believe that a large database of local
business listings, such as the one we have developed over several years, requires considerable time and effort to
develop, which creates a significant barrier to entry.

Strong Brand Recognition

We believe we have a very strong brand recall in India as evidenced by the 254.3 million searches of our database
that were conducted in fiscal 2012 even though historically our brand development has been fuelled primarily
through word of mouth by users based on their experience with our service and such users sharing their
experiences with others. We believe that the following key factors, among other things, have contributed to the
strength of our brand in India:

 Long standing presence in the local search market,

 Strength and quality of our database,

 Fast response to search queries, and

 Consistent delivery of quality user experience.

Offer Attractive Value Proposition for SMEs

We believe that most of the business listings in our database are SMEs, which is the segment of businesses where
we focus most of our attention and marketing efforts. We believe that virtually all of the approximately 195,100
campaigns we conducted as of December 31, 2012, were conducted on behalf of paid advertisers, with the
majority being SMEs. As of March 31, 2013, our database had approximately 9.1 million business listings across
various cities and towns in India, as compared to 7.2 million business listings as of March 31, 2012.

Cost-effective platform. We believe that it is a challenge for most SMEs to attract the attention of the right target
consumer and to expand into new markets because of their limited marketing budgets and resources. We believe
our service facilitates a cost-effective mode of consumer targeting for such SMEs, which otherwise may not be as
feasible for them. For example, details of an SME which does not have a website can be available to potential
consumers online when the SME is listed in our database.

Personalized service. Through our data collection team canvassing the local markets, we establish direct
relationships with many of these SMEs. Once we identify our potential advertisers, our marketing executives meet
with these SMEs to explain the ease and benefits of advertising with us and to convert business listings into paid
listings. Our direct and personal relationships with SMEs are one of the ways we differentiate ourselves from
international search engines which operate in India largely on a virtual basis.

53
Access to relevant users. Listing on our search service provides businesses with exposure to users at a time when
the users are making a purchase decision.

Experience and Expertise in Local Indian Markets

We have been in operation in the Indian market for approximately 16 years, and our senior management team has
wide ranging experience in the search service, advertising and IT industries in India. We believe that our strong
knowledge of the Indian market, first hand experience with various market participants (including SMEs and
users) and the experience and expertise of our management differentiate us from other generic and local search
service providers and enable us to grow in an industry that has historically been difficult to monetize. Our
experience, knowledge and infrastructure enable us to establish relationships with SMEs, which we believe are not
within the scope and focus of other generic search engines.

Multiple Platform Service on a Large Scale

Users can access our search services and obtain search results through a number of communication media, i.e.
Internet, mobile Internet, voice and SMS. We believe we are the only search services company in India that
provides users with the option of performing searches and obtaining search results through multiple media on a
large scale. We believe that the accessibility of our search services for users is a key attraction for SMEs to
become a part of our database and run campaigns as paid advertisers.

We have a large collection of reviews and ratings by users of the businesses listed with us. Users can submit their
reviews of businesses, products and services on our website or through our phone service. These reviews and
ratings are regularly monitored and uploaded on our website for the benefit of potential users to enhance their
search experience and enable them to make informed choices. As of March 31, 2013, approximately 23.0 million
reviews and ratings were published on our website. Our multiple platform service enables us to provide reviews
and ratings received by us from users on one platform to users across all our other platforms. Our “Tag your
Friend” feature helps users see the reviews and ratings from their friends for various business listings, effectively
creating a social network to share users’ experience. As of March 31, 2013, 7.6 million friends were “tagged”
through this feature.

Advanced and Scalable Technology Platform

Our award-winning technology is the key to effectively integrate the various media we use to provide our services
to users, our business listing database, our paid advertisers and our information retrieval officers, or IROs.

Our technology platform is designed to enable our tele-sales executives and IROs to connect effectively to
potential advertisers and users seeking information. The Red Hat Enterprise Linux platform we use powers
approximately 816 servers for our various intranet and extranet applications. These applications can be accessed by
thousands of our IROs from eight centres across India on a daily basis. We believe that our technology platform
enables us to provide a fast, efficient and user friendly information service to our users. We believe our platform
has a high level of reliability, security and scalability and has been designed to handle high transaction volumes.
We have the ability to modulate our technology infrastructure to meet our operational requirements without
incurring substantial costs as we use virtual infrastructure wherever possible. Our technology platform has
interfaces developed such that we are able to scale up our sales and service capacity rapidly with relatively
minimal additional time required for employee training. We have designed the various modules of our technology
platform to support our employees at every step of their operations thereby creating a technology leveraged service
model which we believe improves the efficiency of our employees.

Efficient and Profitable Business Model

We believe that our business model is efficient as it promotes continuity in subscriptions and cash flows. We also
believe that this is a difficult business model for our competitors to replicate due to the challenge of establishing
the requisite credibility and relationship with paid advertisers for them to be willing to agree to our payment terms.

Negligible receivables. Our paid advertisers make payments in advance of their campaigns in our searches, which
we believe significantly reduces our credit risk exposure to our customers. In addition, as a result, we had

54
outstanding trade receivables of ` 4.0 million from our customers as of December 31, 2012, while our
unconsolidated restated profit after tax from continuing operations was ` 470.8 million from a total revenue of `
2,716.1 million in the nine months period ended December 31, 2012.

No long-term debt. We have maintained focus on capital efficiency and have grown without incurring material
indebtedness. We have been consistently profitable despite growing rapidly over the past few years. As of
December 31, 2012, we had no long-term borrowings (` 0.0), which we believe is a competitive advantage for us
and a platform to grow our operations without being constrained by significant reliance on external financing
sources.

OUR STRATEGY

To sustain our future growth and development, we have employed and will continue to employ the following
strategies:

Enhance our Users' Experience

Our objective is to offer free, fast, relevant, reliable and enhanced search results to our users through various
communication media.

Fast response. We intend to continue to invest in technology to make search algorithms more efficient and
adaptable to provide our users with faster access to our database.

Quality and presentation of database. We intend to continue to invest in technology to provide our users with
more user-friendly access to our growing business database, improve the relevance of our search results, as well as
capture and relay other relevant information to our users, such as user reviews and ratings.

Enhanced user experience. We are constantly seeking to combine our technology and the content of our database
to innovate new products and services to serve our users’ needs and preferences. We have dedicated content
focusing on popular activities and subjects (such as movies, restaurants and hotels) and we intend to create
additional content focusing on certain sub-categories of general businesses, products and services that we believe
will be popular with our users.

In order to process more advanced software applications for providing enhanced user experience, and handling
increased user traffic, we continuously upgrade the hardware used by us, and develop new software from time to
time.

Broaden and Deepen the Footprint of Our Service Across India

While we had approximately 7.7 million listings and 9.1 million listings across various cities and towns in India as
of June 30, 2012 and March 31, 2013, respectively, we believe that there is significant opportunity to further
deepen our presence in our 11 largest cities, increase our search services beyond our 11 largest cities and to
increase the proportionate share of paid advertisers listed in our database and increase user traffic. Among other
things, we plan to add new premises and leverage our reseller program to achieve the foregoing.

Invest in Further Strengthening Our Brand

While we believe we are already one of the most popular digital brands in India, we also believe that investment in
brand building campaign will help us further strengthen our brand and lead to greater search volume from our
users and greater number of paid advertisers. Historically, our Company’s brand development has primarily been
fuelled through word of mouth by users based on their experience with our service and such users sharing their
experiences with others. We believe that the quality of our service and our consistent focus on enhancing user
experience has contributed to our Company’s brand development with relatively low advertising expenditure.

We believe that increasing the awareness of our brand and services across India further would require online and
offline (such as television and outdoor advertisements) direct marketing efforts and brand building strategies. We
intend to bring high quality advertisements on popular national television channels in India. We signed up
Amitabh Bachchan, a well known celebrity, as our brand ambassador for a period of three years from December

55
28, 2010.

While we will continue to increase our promotional and marketing activities to help us educate potential users and
advertisers on the benefits and various features of our search services, we believe that the quality of our user
experience and our database is the best means to strengthen our brand.

Expand and Enhance our SME Relationships

We intend to offer our existing membership packages for listing across more areas in India, and to more categories
of businesses and to create additional specialized membership packages for SME categories which witness high
user interest. We also intend to further develop dedicated category portals to attract SMEs in particular businesses.

Furthermore, we intend to leverage on our direct relationships with SMEs to educate and explain to them the ease
and benefits of running campaigns and advertising with us, with a view to converting their business listings into
paid listings and to upgrade the membership packages of our existing paid advertisers.

Develop New Products and Services

We believe that our Just Dial brand, user activity on our platforms, our SME relationships and our experience with
data analytics can be leveraged to expand our business by offering new products and services. New products and
services that we introduced in fiscal 2012, or which are currently under development, include the following:

Mobile apps. We intend to keep up with the latest in mobile Internet technology to provide our search services.
Users can use mobile phones which have wireless application protocol, or WAP, to search our database. We also
have a strategy to develop our application, or Master App, for major mobile phone operating systems. Our Master
App is in use with Android mobile phones and iPhones (that was launched in April 2013). We are in the process of
developing it as an application, or app, for use with Blackberry and Windows Phone 7.

Enabling Transactions. In collaboration with service providers and vendors, we are in the process of developing
the ability for users to complete a number of bookings and purchases which are integrated in the search results
from our website, mobile Internet WAP site and our Master App, including reservations at restaurants, home
delivery of food (a feature already available on our website), ordering groceries, booking doctors’ appointments
(which will also be available through voice searches) and taxi bookings.

Car listings. We are exploring various areas for users to offer to sell, as well as buy, goods and services through
our website, starting with cars. We are in the process of developing a car listings website in which users can
research and rate car models being offered for sale, list their cars for sale and receive price quotes from vendors of
both new and used cars.

Quick Quotes. We are in the process of developing a “Quick Quotes” product that is intended to provide
prospective buyers with a price quote from multiple vendors and which will be available 24 hours a day and seven
days a week. It is expected that prospective buyers will also receive real time updates of revised quotes by vendors
through SMS and email. This service is expected to be available on all four of our platforms: Internet
([Link]), mobile Internet ([Link]), voice (69999999 and +91 88-8888-8888) and SMS
(+91 88-8888-8888).

Selective Licensing to Expand Into New Geographic Markets

In addition to broadening and deepening our presence in India, we believe that our multi-platform local search
services model, which enables commerce by connecting SMEs with end-consumers, will be attractive to parties
outside India. We plan to expand our operations to other markets as opportunities arise, primarily by licensing the
“Just Dial” brand and selling our rights and offering service arrangements to other parties to conduct these
operations as we are doing in the U.S. and Canada. See “Business – Divestment of JD USA and International
Expansion”.

56
 SUMMARY FINANCIAL INFORMATION

The following tables set forth summary financial information derived from the restated summary statements.

These restated summary statements have been prepared in accordance with Indian GAAP and the Companies Act
and have been restated in accordance with the SEBI Regulations and presented under the section “Financial
Statements” on page 187. The summary financial information presented below should be read in conjunction with
the restated summary statements, the notes thereto and the sections “Financial Statements” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 187 and 320.

Restated Unconsolidated Financial Information of Assets and Liabilities

Rs. in million
Particulars As at
31-Dec- 31-Mar- 31-Mar- 31-Mar- 31- 31-Mar-
12 12 11 10 Mar-09 08

A Non-current assets
Fixed assets
Tangible assets 542.21 326.98 253.94 181.92 136.86 115.45
Intangible assets 63.56 21.40 17.99 6.33 5.03 7.85
Capital work-in-progress - 3.18 - - - -
Intangible assets under 11.79 8.72 - - - -
development
617.56 360.28 271.93 188.25 141.89 123.30
Non-current investments - - - 22.51 13.69 13.69
Deferred tax assets (net) - 9.14 12.43 27.89 126.87 113.22
Long-term loans and advances 203.37 203.50 145.23 78.62 36.03 23.95
Other non-current assets - - - 0.28 0.26 7.24
820.93 572.92 429.59 317.55 318.74 281.40
B Current assets
Current investments 4,500.69 1,568.00 1,182.22 785.10 402.47 407.04
Trade receivables 3.97 - 0.60 0.35 0.69 7.71
Cash and bank balances 257.99 237.35 196.09 113.99 203.43 136.87
Short-term loans and advances 128.18 59.00 101.58 35.18 39.90 14.07
Other current assets 21.79 40.48 4.17 - - -
4,912.62 1,904.83 1,484.66 934.62 646.49 565.69
C Total assets (C= A + B) 5,733.55 2,477.75 1,914.25 1,252.17 965.23 847.09

D Non-current liabilities
Long-term borrowings - - 1.49 3.16 - 0.29
Deferred tax liabilities (net) 1.84 - - - - -
Other long-term liabilities 28.80 22.95 15.61 14.79 14.89 41.08
Long-term provisions 9.85 - - - 15.27 14.95
40.49 22.95 17.10 17.95 30.16 56.32
E Current liabilities
Trade payables 64.36 43.95 49.28 29.76 19.08 27.88
Other current liabilities 1,562.84 1,325.50 873.19 533.87 450.87 379.64
Short-term provisions 17.12 12.92 20.59 13.16 14.92 11.01
1,644.32 1,382.37 943.06 576.79 484.87 418.53
F Total liabilities (F= D + E) 1,684.81 1,405.32 960.16 594.74 515.03 474.85

G Share issue expenses (to the extent - 38.76 - - - -

not written off or adjusted)

57
 Particulars As at
31-Dec- 31-Mar- 31-Mar- 31-Mar- 31- 31-Mar-
12 12 11 10 Mar-09 08

H Share Application money 0.61 - - - - -

Net Worth (C - F - G- H) 4,048.13 1,033.67 954.09 657.43 450.20 372.24

Networth represented by
I Shareholders’ funds
Share capital
Equity share capital 694.44 519.08 519.05 8.56 8.56 8.56
Preference share capital - 11.64 1.96 2.52 2.52 2.52
Total Share capital 694.44 530.72 521.01 11.08 11.08 11.08

J Reserves and surplus

Capital redemption reserve - - - 0.87 0.87 0.87
Securities premium account 2,447.15 - 4.40 381.70 381.70 381.70
Stock option outstanding account 10.44 8.83 3.24 22.67 8.69 6.14
General reserve - - - 37.43 37.43 25.31
Net surplus/(deficit) in the 896.10 532.88 425.44 203.68 10.43 (52.86)
statement of profit and loss
Total Reserves and surplus 3,353.69 541.71 433.08 646.35 439.12 361.16

K Share issue expenses (to the extent - 38.76 - - - -

not written off or adjusted)

Net Worth (I + J - K ) 4,048.13 1,033.67 954.09 657.43 450.20 372.24

58
Restated Unconsolidated Financial Information of Profits and Losses

Rs. in million
Particulars Nine months For the year ended
period ended 31-Mar- 31-Mar- 31-Mar- 31- 31-
31-Dec-12 12 11 10 Mar-09 Mar-08
Income from continuing
operations
Revenue from operations
Sale of search and other related 2,643.63 2,593.98 1,796.03 1,160.62 735.39 510.18
services
Yellow pages publication - - - 148.45 123.83 185.69
services
Other operating revenue 1.34 26.63 43.30 - - -
(revenue from reseller)
Other income 71.17 131.54 37.27 38.56 58.92 20.16
Total revenue 2,716.14 2,752.15 1,876.60 1,347.63 918.14 716.03
Expenses
Employee benefits expense 1,290.28 1,308.37 947.17 668.82 522.77 420.54
Depreciation and amortisation 101.98 90.23 67.88 49.99 38.41 24.46
expense
Finance cost 0.05 0.17 0.29 0.04 0.05 0.14
Other expenses 619.47 639.94 438.29 336.55 257.09 238.62
Total expenses 2,011.78 2,038.71 1,453.63 1,055.40 818.32 683.76
Restated profit before tax and 704.36 713.44 422.97 292.23 99.82 32.27
exceptional items from
continuing operations
Exceptional items (15.25) - - - - -
Restated profit before tax from 689.11 713.44 422.97 292.23 99.82 32.27
continuing operations
Tax expense/(income)
Current tax 207.35 205.96 119.24 - 35.17 41.87
Deferred tax charge /(credit) 10.98 3.26 15.48 98.98 (13.65) (33.27)
Fringe benefit tax - - - - 2.89 2.78
Total tax expense 218.33 209.22 134.72 98.98 24.41 11.38
Restated profit after tax from 470.78 504.22 288.25 193.25 75.41 20.89
continuing operations (A)

Discontinuing operation
Profit before tax from - 2.30 - - - -
discontinuing operations
Tax expense of discontinuing - 0.71 - - - -
operations
Restated Profit after tax from - 1.59 - - - -
discontinuing operations (B)

Restated profit for the 470.78 505.81 288.25 193.25 75.41 20.89
period/year (A + B)

59
Restated Unconsolidated Financial Information of Cash Flows

Rs. in million
Particulars Nine months For the year ended
period ended 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
31-Dec-12 12 11 10 09 08
A. CASH FLOW FROM
OPERATING ACTIVITIES
Profit before taxation from 689.11 713.44 422.97 292.23 99.82 32.27
continuing operations (as restated)
Profit before taxation from - 2.30 - - - -
discontinued operations (as
restated)
Profit before taxation (as 689.11 715.74 422.97 292.23 99.82 32.27
restated)
Non cash adjustments to
reconcile profit before tax to net
cash flows
Depreciation and amortisation 101.98 90.23 67.88 49.99 38.41 24.46
expense
Employee stock compensation 3.19 5.60 3.24 13.97 2.55 6.14
expense
Loss/(profit) on sale/scrap of 0.11 (0.05) 12.29 (0.16) (0.71) (0.31)
fixed assets (net)
Unrealized foreign exchange - - 0.80 0.05 - -
loss (net)
Advertisement expenses - - 4.40 - - -
Loss/(profit) on sale of current (44.43) (42.29) (2.78) (3.07) (19.73) 0.56
investments
Loss on sale of long term - 0.48 - - - -
investment
Interest income (1.65) (4.30) (2.27) (8.40) (7.59) (4.95)
Dividend income (11.87) (43.55) (28.61) (25.84) (29.40) (14.38)
Interest Expense 0.05 0.17 0.29 0.04 0.05 0.14
Operating profit before working 736.49 722.03 478.21 318.81 83.40 43.93
capital changes (as restated)
Movements in Working Capital
(Increase)/decrease in trade (3.97) 0.60 (0.25) 0.34 7.03 (6.12)
receivables
(Increase)/decrease in short-term (69.19) (1.65) (66.70) 4.99 (25.82) 7.62
loans and advances
(Increase)/decrease in long-term (19.81) (4.26) (40.81) (9.11) (8.90) 22.81
loans and advances
(Increase)/decrease in other 0.06 2.51 (4.16) - - -
current assets
Increase/(decrease) in trade 20.40 (5.34) 19.52 10.68 (8.79) 10.82
payables
Increase in other current liabilities 238.68 452.49 339.21 81.74 71.84 125.79
Increase/(decrease) in other non- 5.85 7.35 0.81 (0.09) (26.20) (6.97)
current liabilities
Increase/(decrease) in long-term 9.85 - - (1.91) 1.97 (26.69)
provisions
Increase/(decrease) in short-term 4.20 (7.68) 7.43 (1.75) 6.51 5.18
provisions
Cash flow from operations 922.56 1,166.05 733.26 403.70 101.04 176.37

60
 Particulars Nine months For the year ended
period ended 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
31-Dec-12 12 11 10 09 08
Direct taxes paid (including fringe (238.02) (208.84) (133.19) (44.57) (39.73) (34.18)
benefit taxes paid) (net of refunds)
Net cash generated from 684.54 957.21 600.07 359.13 61.31 142.19
operating activities (A)

B. CASH FLOW USED IN

INVESTING ACTIVITIES
Purchase of fixed assets, including (308.96) (230.84) (191.86) (99.10) (61.59) (56.81)
intangible assets, capital work in
progress and capital advances
Proceeds from sale of fixed assets 0.21 0.20 16.05 0.35 2.12 0.58
Investment in subsidiaries - - - (14.11) - -
Purchase of current investments (6,698.16) (3,932.44) (2,005.91) (899.81) (563.85) (307.04)
Purchase of long term investment - (580.00) (144.76) - - -
Sale of current investments 3,809.90 3,421.70 1,773.56 525.51 588.14 49.43
Loans given - (111.74) - - - -
Proceeds from loan repaid - 156.03 - - - -
Proceeds from dilution of shares - - 5.25 - - -
by subsidiary
Investment in bank deposit (with (0.51) (24.53) (49.62) (47.21) (142.57) (36.86)
maturity more than three months)
Redemption/maturity of bank 0.47 22.81 38.95 188.47 42.28 33.24
deposit (with maturity more than
three months)
Interest received 0.04 4.24 1.88 8.40 7.59 4.95
Proceeds from sale of investments - 22.03 - - - -
in subsidiary
Dividend received 11.87 43.55 28.61 25.84 29.40 14.38
Net cash used in investing (3,185.14) (1,208.99) (527.85) (311.66) (98.48) (298.13)
activities (B)
C. CASH FLOW FROM
/(USED IN) FINANCING
ACTIVITIES
Long term borrowings taken - - - 4.99 - -
Repayments of long term (1.33) (1.67) (1.54) (0.57) (0.90) (1.44)
borrowings
Receipts from issuance of - 333.86 - - - 201.51
preference shares (including
premium)
Share Application money pending 0.61 - - - - -
allotment
Receipts from issuance of equity 2,548.07 0.22 0.75 - - -
shares (including premium)
Share issue expenses (26.10) (40.91) - - - -
Interest paid (0.05) (0.17) (0.29) (0.04) (0.05) (0.14)
Dividend paid - - - - (2.22) -
Dividend distribution tax - - - - (0.38) -
Net cash generated from/(used 2,521.20 291.33 (1.08) 4.38 (3.55) 199.93
in) financing activities (C)
Net increase/(decrease) in cash 20.60 39.55 71.14 51.85 (40.72) 43.99
and cash equivalents (A+

61
 Particulars Nine months For the year ended
period ended 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
31-Dec-12 12 11 10 09 08
B+C)
Cash and cash equivalents at the 214.54 174.99 103.85 52.00 92.72 48.73
beginning of the period/year
Total Cash and cash equivalents 235.14 214.54 174.99 103.85 52.00 92.72
at the end of the period/year

Components of Cash and Nine months period For the year ended
Cash Equivalents ended 31-Dec-12 31-Mar- 31-Mar- 31-Mar- 31- 31-
12 11 10 Mar-09 Mar-08
Cash on hand 6.83 5.89 4.59 0.83 2.63 2.72
Cheques/drafts on hand - 12.13 18.36 - - -
Balance with scheduled
banks:
Current account 228.31 196.52 152.04 103.02 49.37 90.00
235.14 214.54 174.99 103.85 52.00 92.72

62
Restated Consolidated Financial Information of Assets and Liabilities

Rs. in million
Particulars As at
31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
12 11 10 09 08

A Non-current assets
Fixed assets
Tangible assets 326.98 253.94 181.94 136.85 115.43
Intangible assets 21.40 19.27 10.01 11.87 15.34
Capital work-in-progress 3.18 - - - -
Intangible assets under development 8.72 - - - -
360.28 273.21 191.95 148.72 130.77
Deferred tax assets (net) 9.14 12.43 28.06 126.90 113.24
Long-term loans and advances 203.50 145.87 78.21 31.75 23.35
Other non-current assets - - 0.28 0.26 7.24
572.92 431.51 298.50 307.63 274.60
B Current Assets
Current investments 1,568.00 1,159.71 779.85 402.47 407.04
Trade receivables - 10.99 0.35 0.69 7.71
Cash and bank balances 237.35 201.18 121.19 204.32 137.66
Short-term loans and advances 59.00 86.45 34.76 39.92 14.08
Other current assets 40.48 4.17 - - -
1,904.83 1,462.50 936.15 647.40 566.49
C Total assets (C= A + B) 2,477.75 1,894.01 1,234.65 955.03 841.09

D Non-current liabilities
Long-term borrowings - 1.49 3.16 - 0.29
Other long-term liabilities 22.95 15.61 14.79 14.89 41.08
Long-term provisions - - - 15.27 14.95
22.95 17.10 17.95 30.16 56.32
E Current liabilities
Trade payables 43.95 50.21 30.51 20.12 28.60
Other current liabilities 1,325.50 874.54 534.82 450.86 379.64
Short-term provisions 12.92 20.59 13.16 14.92 11.01
1,382.37 945.34 578.49 485.90 419.25
F Total liabilities (F= D + E) 1,405.32 962.44 596.44 516.06 475.57

G Share issue expenses (to the extent not 38.76 - - - -

written off or adjusted)

Net Worth (C - F - G) 1,033.67 931.57 638.21 438.97 365.52

Networth represented by
H Shareholders’ funds
Share capital
Equity share capital 519.08 519.05 8.56 8.56 8.56
Preference share capital 11.64 1.96 2.52 2.52 2.52
Total Share capital 530.72 521.01 11.08 11.08 11.08
I Reserves and surplus
Capital redemption reserve - - 0.87 0.87 0.87
Securities premium account - 4.40 381.69 381.69 381.69
Stock option outstanding account 8.83 3.24 22.67 8.69 6.14

63
 Particulars As at
31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
12 11 10 09 08
General reserve - - 37.42 37.42 25.30
Foreign currency translation reserve - (0.18) (0.39) 0.11 (1.39)
Net surplus/(deficit) in the statement of 532.88 403.10 183.45 (0.89) (58.17)
profit and loss
Total Reserves and surplus 541.71 410.56 625.71 427.89 354.44

J Non controlling interest - - 1.42 - -

K Share issue expenses (to the extent not 38.76 - - - -

written off or adjusted)

Net Worth (H + I + J - K) 1,033.67 931.57 638.21 438.97 365.52

64
Restated Consolidated Financial Information of Profits and Losses

Rs. in million
Particulars For the year ended
31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
12 11 10 09 08
Income from continuing operations
Revenue from operations
Sale of search related services 2,593.98 1,796.03 1,160.62 735.39 510.18
Yellow pages publication services - - 148.45 123.83 185.69
Other operating revenue (revenue from reseller) 26.63 43.30 - - -
Other income 149.63 37.26 38.56 58.92 20.16
Total revenue 2,770.24 1,876.59 1,347.63 918.14 716.03
Expenses
Employee benefits expense 1,308.37 947.17 668.82 522.77 420.54
Depreciation and amortisation 90.23 67.88 52.53 40.81 26.66
Finance cost 0.17 0.29 0.04 0.05 0.14
Other expenses 639.47 438.29 343.17 260.70 240.21
Total expenses 2,038.24 1,453.63 1,064.56 824.33 687.55
Restated profit before tax from continuing 732.00 422.96 283.07 93.81 28.48
operations
Tax expense/(income)
Current tax 205.96 119.24 - 35.17 41.87
Deferred tax charge /(credit) 3.26 15.49 98.82 (13.65) (33.27)
Fringe benefit tax - - - 2.89 2.78
Total tax expense 209.22 134.73 98.82 24.41 11.38
Restated profit after tax before minority 522.78 288.23 184.25 69.40 17.10
interests
Share in loss of minority interest - - 0.09 - -
Restated profit after tax from continuing 522.78 288.23 184.34 69.40 17.10
operations (A)

Discontinuing operation
Profit/(loss) before tax from discontinuing 4.16 (2.01) - - -
operations
Tax expense/(income) of discontinuing operations (1.21) 0.07 - - -
Restated profit/(loss) after tax from 5.37 (2.08) - - -
discontinuing operations (B)

Restated profit for the year (A + B) 528.15 286.15 184.34 69.40 17.10

65
Restated Consolidated Financial Information of Cash Flows

Rs. in million
Particulars For the year ended
31-Mar-12 31-Mar- 31-Mar- 31-Mar- 31-Mar-
11 10 09 08
A. CASH FLOW FROM OPERATING
ACTIVITIES
Net profit before taxation from continuing 732.00 422.96 283.07 93.81 28.48
operations (as restated)
Net profit before taxation from discontinued 4.16 (2.01) - - -
operations (as restated)
Non cash adjustments to reconcile profit
before tax to net cash flows
Depreciation and amortisation expense 90.96 70.25 52.53 40.81 26.66
Employee stock compensation expense 5.60 3.24 13.97 2.55 6.14
Loss/(profit) on sale/scrap of fixed assets (0.05) 12.30 (0.16) (0.72) (0.30)
(net)
Advertisement expenses - 4.40 - - -
Loss/(profit) on sale of current investments (42.29) (2.78) (3.07) (19.73) 0.56
Profit on sale of subsidiary (17.51) - - - -
Unrealized foreign exchange gain (net) (0.87) - - - -
Interest income (2.21) (1.52) (8.40) (7.59) (4.95)
Dividend income (43.55) (28.61) (25.84) (29.40) (14.38)
Interest Expense 0.17 0.29 0.04 0.05 0.14
Operating profit before working capital 726.41 478.52 312.14 79.78 42.35
changes (as restated)
Movements in Working Capital
(Increase)/decrease in trade receivables (53.37) (10.64) 0.77 7.03 (6.12)
(Increase)/decrease in short-term loans and (16.36) (51.53) 5.16 (23.14) 6.82
advances
(Increase)/decrease in long-term loans and (4.26) (41.87) (12.98) (7.91) 24.20
advances
(Increase)/decrease in other current assets 2.52 (4.16) - - -
Increase/(decrease) in trade payables (5.34) 19.70 10.39 (8.48) 11.54
Increase in other current liabilities 461.59 339.60 82.67 71.58 125.77
Increase/(decrease) in other non-current 7.35 0.81 (0.09) (26.20) (6.97)
liabilities
Increase/(decrease) in long-term provisions - - (1.91) 1.97 (26.69)
Increase/(decrease) in short-term provisions (7.67) 7.43 (1.75) 6.51 5.18
Cash flow from operations 1,110.87 737.86 394.40 101.14 176.08
Direct taxes paid (including fringe benefit taxes (208.85) (133.19) (44.57) (39.73) (34.18)
paid) (net of refunds)
Net cash generated from operating activities 902.02 604.67 349.83 61.41 141.90
(as restated) (A)
B. CASH FLOW USED IN INVESTING
ACTIVITIES
Purchase of fixed assets, including intangible (230.84) (191.83) (99.11) (61.58) (56.81)
assets, capital work in progress and capital
advances
Proceeds from sale of fixed assets 0.20 16.05 0.35 2.12 0.58
Purchase of current investments (3,932.44) (2,005.91) (899.81) (563.85) (307.04)
Purchase of long term investment (580.00) (144.76) - - -
Sale of current investments 3,421.70 1,773.56 525.51 588.12 49.43

66
 Particulars For the year ended
31-Mar-12 31-Mar- 31-Mar- 31-Mar- 31-Mar-
11 10 09 08
Loans given (45.00) - - - -
Proceeds from loan repaid 156.03 - - - -
Proceeds from dilution of shares by subsidiary - 5.25 - - -
Investment in bank deposit (with maturity more (24.53) (49.62) (47.21) (142.57) (36.86)
than three months)
Redemption/maturity of bank deposit (with 22.81 38.95 188.48 42.28 33.24
maturity more than three months)
Interest received 2.15 1.88 8.40 7.59 4.95
Proceeds from sale of investments in subsidiary 22.03 0.00 0.00 0.00 0.00
Dividend received 43.55 28.61 25.84 29.40 14.38
Net cash generated used in investing (1,144.34) (527.82) (297.55) (98.49) (298.13)
activities (B)
C. CASH FLOW FROM /(USED IN)
FINANCING ACTIVITIES
Long term borrowings taken - - 4.99 - -
Repayments of long term borrowings (1.67) (1.55) (0.57) (0.90) (1.44)
Receipts from issuance of preference shares 333.86 - - - 201.51
(including premium)
Receipts from issuance of equity shares 0.22 0.75 - - -
(including premium)
Receipts from issue of equity shares to Minority - - 1.51 - -
shareholders
Share issue expenses (40.91) - - - -
Interest paid (0.17) (0.29) (0.04) (0.05) (0.14)
Dividend paid - - - (2.22) -
Dividend distribution tax - - - (0.38) -
Net cash generated from / (used in) financing 291.33 (1.09) 5.89 (3.55) 199.93
activities (C)
Net increase / (decrease) in cash and cash 49.01 75.76 58.17 (40.63) 43.70
equivalents ( A + B + C )
Cash and cash equivalents at the beginning 180.08 111.06 52.89 93.52 49.82
of the year
Cash and cash equivalents pertaining to the (14.55) (6.74) - - -
demerged/sold subsidiary
Cash and cash equivalents at the end of the 214.54 180.08 111.06 52.89 93.52
year

Components of Cash and Cash Equivalents For the year ended

31-Mar-12 31-Mar- 31-Mar- 31-Mar- 31-Mar-
11 10 09 08
Cash in hand 5.89 4.59 0.83 2.63 2.72
Balance with scheduled banks :
Current account 208.65 175.49 110.23 50.26 90.80
214.54 180.08 111.06 52.89 93.52

67
 THE OFFER

Offer of Equity Shares(1) 17,497,458 Equity Shares

Of which
Offer for sale by V.S.S. Mani 1,557,658 Equity Shares
Offer for sale by Ramani Iyer 618,174 Equity Shares
Offer for sale by V. Krishnan 632,144 Equity Shares
Offer for sale by Sequoia III 3,207,934 Equity Shares
Offer for sale by SAIF 5,951,231 Equity Shares
Offer for sale by Tiger Global Four JD Holdings 2,811,232 Equity Shares
Offer for sale by Tiger Global Five Indian Holdings 1,742,996 Equity Shares
Offer for sale by EGCS 647,793 Equity Shares
Offer for sale by SAPV 328,296 Equity Shares

A) QIB portion(2)(3) At least 13,123,095 Equity Shares

Of which:
Available for allocation to Mutual Funds only 459,309 Equity Shares
(5% of the QIB Portion (excluding the Anchor
Investor Portion))
Balance for all QIBs including Mutual Funds 8,726,858 Equity Shares

B) Non-Institutional Portion(3) Not more than 2,624,618 Equity Shares

C) Retail Portion(3)(4) Not more than 1,749,745 Equity Shares

Pre and post Offer Equity Shares

Equity Shares outstanding prior to the Offer 69,872,750 Equity Shares

Equity Shares outstanding after the Offer 69,872,750 Equity Shares

Allocation to all categories, except the Retail Portion and the Anchor Investor Portion, if any, shall be made on a
proportionate basis.
(1)
The Equity Shares offered by the Selling Shareholders in the Offer have been held by them for more than a period of one year as on the
date of the Draft Red Herring Prospectus.
(2)
Our Company and the Selling Shareholders may, in consultation with the BRLMs, allocate up to 30% of the QIB Portion to Anchor
Investors on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investors. For
further details, please see “Offer Procedure” on page 386.
(3)
Under-subscription, if any, in any category, except in the QIB category, would be allowed to be met with spill over from any other
category or combination of categories at the discretion of our Company and the Selling Shareholders, in consultation with the BRLMs
and the Designated Stock Exchange. At least 75% of the Offer shall be Allotted to QIBs, and in the event that at least 75% of the Offer
cannot be Allotted to QIBs, the entire application money shall be refunded forthwith.
(4)
A discount of 10% to the Floor Price is being offered to Retail Individual Bidders. The Price Band, minimum Bid Lot and the rupee
amount of the Retail Discount will be decided by our Company and the Selling Shareholders in consultation with the BRLMs and will be
advertised at least five Working Days prior to the Bid/Offer Opening Date. Retail Individual Bidders can avail the Retail Discount at the
time of making the Bid. Retail Individual Bidders shall make the payment towards their Bid net of Retail Discount, i.e., Bid Amount less
Retail Discount, at the time of making the Bid.

Retail Individual Bidders bidding at the Cut-Off Price shall ensure payment at the Cap Price less Retail Discount, at the time of making
the Bid. Retail Individual Bidders, who are not bidding at Cut-Off Price, should ensure that the Bid price per Equity Share (within the
Price Band) before adjusting for the Retail Discount, shall be mentioned in the Bid cum Application Form.

Please see the section “Offer Procedure – Grounds for Technical Rejections” on page 413, for information on rejection of Bids.

68
 GENERAL INFORMATION

Our Company was incorporated as A&M Communications Private Limited on December 20, 1993, at New Delhi,
as a private limited company under the Companies Act. Subsequently, the registered office of our Company was
shifted to the State of Maharashtra with effect from August 30, 2004 and a certificate dated December 16, 2004 of
registration of the order of the Company Law Board confirming transfer of the registered office from one state to
another was issued by the Registrar of Companies, Maharashtra. The name of our Company was changed from
A&M Communications Private Limited to Just Dial Private Limited on December 26, 2006. Our Company was
converted into a public limited company on July 22, 2011 and consequently, the name was changed to Just Dial
Limited. For further details, please see the section “History and Certain Corporate Matters – Brief History of our
Company” on page 154. For details of the business of our Company, please see the section “Our Business” on
page 134.

Registered Office of our Company

Just Dial Limited

Palm Court, Building-M, 501/B
5th Floor, Besides Goregaon Sports Complex
New Link Road, Malad (West)
Mumbai 400 064
Tel: (91 22) 2888 4060
Fax: (91 22) 2882 3789
Email: investors@[Link]
Website: [Link]
Corporate Identity Number: U74140MH1993PLC150054
Registration Number: 11 - 150054

Address of the Registrar of Companies

Our Company is registered with the Registrar of Companies, Maharashtra, situated at Registrar of Companies,
100, Everest, Marine Drive, Mumbai 400 002.

Board of Directors

The Board of our Company comprises the following:

Name Designation DIN Address

B. Anand Chairman and Independent, Non- 02792009 D-814, Paradise, Raheja Vihar
Executive Director Powai, Mumbai 400 072
V.S.S. Mani Managing Director 00202052 2502-B, 25th Floor, Oberoi Sky
Heights, Plot No. 120,
Lokhandwala Complex, Andheri
(West) Mumbai 400 053
Ramani Iyer Non-Independent, Non-Executive 00033559 801-802, Building no. 6, Cedar ‘B’
Director Wing, Godrej Woodsman Estate,
Hebbal Bellari Road, Kempapura,
Next to Columbia Asia Hospital,
Bengaluru 560 024
V. Krishnan Non-Independent, Executive 00034473 D-604, Anandlok Society
Director Mayur Vihar Phase – 1
New Delhi 110 091
Ravi Adusumalli Non-Independent, Non-Executive 00253613 741, Northland Drive, Salt Lake
Director City, Utah, 84103, U.S.A.
Sanjay Bahadur Independent, Non-Executive 00032590 3B-901/2, Green Acres, CHS
Director Limited, P.L. 325, Lokhandwala
Complex, Andheri (West), Mumbai

69
 Name Designation DIN Address
400 053
Malcolm Monteiro Independent, Non-Executive 00089757 1701/3B, Green Acres
Director Lokhandwala Complex, Andheri
(West), Mumbai, 400 053
Shailendra Jit Singh Non-Independent, Non-Executive 01930079 3000, Sandhill Road, Suite 4-180
Director II Menlo Park
California, CA 94025, USA

For further details of our Directors, please see the section “Our Management” on page 164.

Company Secretary and Compliance Officer

Sachin Jain is our Company Secretary and the Compliance Officer. His contact details are as follows:

Sachin Jain
Just Dial Limited
Palm Court, Building-M, 501/B
5th Floor, Besides Goregaon Sports Complex,
New Link Road, Malad (West)
Mumbai 400 064
Tel: (91 22) 2888 4060
Fax: (91 22) 2882 3789
Email: investors@[Link]

Investors can contact the Compliance Officer or the Registrar to the Offer in case of any pre- or post-Offer
related problems, such as non-receipt of letters of Allotment, credit of Allotted shares in the respective
beneficiary account and refund orders.

All grievances relating to the Offer may be addressed to the Registrar to the Offer, giving full details such as
name, address of the applicant, number of Equity Shares applied for, amount paid on application and the bank
branch or collection centre where the application was submitted.

All grievances relating to the ASBA process may be addressed to the Registrar to the Offer with a copy to the
relevant SCSB, giving full details such as name, address of applicant, application number, number of Equity
Shares applied for, amount paid on application and designated branch or collection centre, as the case may be, of
the SCSB where the Bid cum Application Form was submitted by the ASBA Bidder.

Book Running Lead Managers

Citigroup Global Markets India Private Limited Morgan Stanley India Company Private Limited
12th Floor, Bakhtawar 18F/19F, Tower 2, One Indiabulls Centre
Nariman Point 841, Senapati Bapat Marg
Mumbai 400 021 Mumbai 400 013
Tel: (91 22) 6631 9890 Tel: (91 22) 6118 1000
Fax: (91 22) 3919 7844 Fax: (91 22) 6118 1040
Email: [Link]@[Link] Email: JD_IPO@[Link]
Investor Grievance e-mail: [Link]@[Link] Investor Grievance e-mail:
Website: investors_india@[Link]
[Link] Website:
Contact Person: S. Ashwin [Link]/indiaofferdocuments
SEBI Registration No.: INM000010718 Contact Person: Ronak Sandil
SEBI Registration No.: INM000011203

70
Inter-se Allocation of Responsibilities between the BRLMs

The following table sets forth the inter se allocation of responsibilities for various activities among the BRLMs for
the Offer:

Sr. Activity Responsibility Co-

No ordination
1. Capital structuring with relative components and formalities such as Citi, Morgan Citi
type of instruments, etc. Stanley
2. Pre Offer – Due Diligence on our Company, DRHP Drafting, statutory Citi, Morgan Citi
advertisement and compliance and completion of prescribed formalities Stanley
with the Stock Exchanges, RoC and SEBI including finalization of
Prospectus and RoC filing
3. Coordinating approval of all publicity material other than statutory Citi, Morgan Morgan
advertisement as mentioned above including corporate advertisement, Stanley Stanley
brochure, etc.
4. Appointment of Bankers to the Offer, printers and public relations Citi, Morgan Citi
agency Stanley
5. Appointment of other intermediaries viz. Registrar and Grading Agency Citi, Morgan Morgan
Stanley Stanley
6. Non-Institutional (excluding HNI) and Retail Marketing of the Offer, Citi, Morgan Morgan
which will cover, inter alia, Stanley Stanley
 Formulating marketing strategies, preparation of publicity
budget;
 Finalizing Media and PR strategy;
 Finalizing centers for holding conferences for brokers etc.;
 Follow-up on distribution of publicity and Offer material
including form, prospectus and deciding on the quantum of the
Offer material; and
 Finalizing collection centers.
7. International institutional marketing of the Offer, which will cover, inter Citi, Morgan Morgan
alia, Stanley Stanley
 finalizing the list and division of investors for one to one
meetings; and
 finalizing road show schedule and investor meeting schedules.
8. HNI marketing Citi, Morgan Citi
Stanley
9. Domestic institutional marketing of the Offer, which will cover, inter Citi, Morgan Citi
alia, Stanley
 finalizing the list and division of investors for one to one
meetings; and
 finalizing road show schedule and investor meeting schedules
10. Preparation of the roadshow presentation and FAQ Citi, Morgan Morgan
Stanley Stanley
11. Finalization of pricing in consultation with our Company and the Citi, Morgan Citi
Selling Shareholders Stanley
12. Managing the book, co-ordination with the Stock Exchanges for book Citi, Morgan Morgan
building software, bidding terminals and mock trading Stanley Stanley
13. Post-Bidding activities - management of escrow accounts, co- Citi, Morgan Morgan
coordinating underwriting, co-ordination of non-institutional allocation, Stanley Stanley
announcement of allocation and dispatch of refunds to Bidders, etc.

71
Legal Advisers to our Company as to Indian Law
Amarchand & Mangaldas & Suresh A. Shroff & Co.
Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg, Lower Parel
Mumbai 400 013
Tel: (91 22) 2496 4455
Fax: (91 22) 2496 3666

Legal Advisers to the Underwriters as to Indian Law

S&R Associates
One Indiabulls Centre, 1403, Tower 2, B Wing
841 Senapati Bapat Marg, Lower Parel
Mumbai 400 013
Tel: (91 22) 4302 8000
Fax: (91 22) 4302 8001

International Legal Advisers to the Underwriters

Latham & Watkins LLP
9 Raffles Place
#42-02 Republic Plaza
Singapore 048619
Tel: (+ 65) 6536 1161
Fax: (+ 65) 6536 1171

Legal Advisers to the Promoters as to Indian Law

Indus Law
101, 1st Floor
“Embassy Classic”
# 11 Vittal Mallya Road
Bengaluru 560 001
Tel: (91 80) 4072 6600
Fax: (91 80) 4072 6666

Auditors of our Company

S.R. Batliboi & Associates LLP

12th Floor, The Ruby
29, Senapati Bapat Marg
Dadar (West)
Mumbai 400 028
Tel: (91 22) 6192 0000
Fax: (91 22) 6192 1000
Email: SRBA@[Link]

S.R. Batliboi & Associates LLP was formerly constituted as a partnership in the name of S.R. Batliboi &
Associates. With effect from April 1, 2013, S.R. Batliboi & Associates has been converted into a limited liability
partnership in the name of S.R. Batliboi & Associates LLP under the Limited Liability Partnership Act, 2008.

Registrar to the Offer

Karvy Computershare Private Limited

Plot No. 17-24, Vittal Rao Nagar, Madhapur

72
Hyderabad 500 081
Tel: (91 40) 4465 5000
Fax: (91 40) 2343 1551
Email: [Link]@[Link]
Website: [Link]
Contact Person: M. Murli Krishna
SEBI Registration No.: INR000000221

Bankers to the Offer and Escrow Collection Banks

Axis Bank Limited HDFC Bank Limited

Shop nos. 5, 6 and 7, Ground Floor FIG-OPS Department, Lodha I
Link House, Link Road, Malad (West) Think Techno Campus, O-3 Level
Mumbai 400 064 Next to Kanjurmarg Railway Station
Tel: (91 22) 6141 5420 Kanjurmarg (East), Mumbai 400 042
Fax: (91 22) 6141 5444 Tel: (91 22) 3075 2928
Email: [Link]@[Link] Fax: (91 22) 2579 9801
Website: [Link] Email: [Link]@[Link]
Contact Person: Ashish Arora/ Website: [Link]
Kirti Pandit/ Shruti Khanna Contact Person: Uday Dixit
SEBI Registration No.: INBI00000017 SEBI Registration No.: INBI00000063

Yes Bank Limited

IFC Tower 2, 8th Floor
Senapati Bapat Marg, Elphinstone (W)
Mumbai 400 013
Tel: (91 22) 3347 7251
Fax: (91 22) 2421 4504
Email: dlbtisservices@[Link]
Website: [Link]
Contact Person: Shankar Vichare/ Mahesh Shirali
SEBI Registration No.: INBI00000935

Bankers to our Company

Axis Bank Limited Citibank N.A.

Shop nos. 5, 6 and 7, Ground Floor Bombay Mutual Building, 293
Link House, Link Road, Malad (West) Dr. D.N. Road, Fort
Mumbai 400 064 Mumbai 400 001
Tel: (91 22) 6141 5420 Tel: (91 22) 4029 6485
Fax: (91 22) 6141 5444 Fax: (91 22) 2653 2108
Email: [Link]@[Link] Email: [Link]@[Link]
Website: [Link] Website: [Link]
Contact Person: Ashish Arora/ Contact Person: Karthik Kasiraman
Kirti Pandit/ Shruti Khanna

HDFC Bank Limited

G/1, Woodrose, Swami Samarth Nagar
Lokhandwala Complex, Andheri (West)
Mumbai 400 058
Tel: (91 22) 2639 6398
Fax: (91 22) 2634 7989
Email: [Link]@[Link]
Website: [Link]
Contact Person: Richa Priya

73
Credit Rating

As this is an offer of Equity Shares there is no credit rating for the Offer.

IPO Grading Agency

This Offer has been graded by CRISIL, through letter dated April 16, 2013, as 5/5, indicating that the
fundamentals of the Offer are strong relative to the other listed equity securities in India. The IPO grade is
assigned on a five-point scale from 1 to 5, with IPO grade 5/5 indicating strong fundamentals and IPO grade 1/5
indicating poor fundamentals. For details in relation to the IPO grading report issued by CRISIL, please refer to
“Annexure – IPO Grading Report”. Attention of the investors is drawn to the disclaimer of CRISIL appearing in
the IPO grading report issued by CRISIL.

Monitoring Agency

The Offer being an offer for sale, our Company will not receive any proceeds from the Offer and is not required to
appoint a monitoring agency for the Offer.

Trustees

As this is an Offer of Equity Shares, the appointment of trustees is not required.

Experts

Except as stated below, our Company has not obtained any expert opinions:

(i) Our Company has received written consent from the Auditor namely, S.R. Batliboi & Associates LLP to
include its name as an expert under Section 58 of the Companies Act in this Red Herring Prospectus in
relation to the reports of the Auditor dated April 3, 2013 on the restated unconsolidated summary
statements and August 8, 2012 on the restated consolidated summary statements and the statement of tax
benefits dated April 17, 2013 included in this Red Herring Prospectus and such consent has not been
withdrawn up to the time of delivery of this Red Herring Prospectus for registration with the RoC.
However, the term “expert” shall not be construed to mean an “expert”" as defined under the Securities
Act.

(ii) The report of CRISIL in respect of the IPO grading for the Offer, which will be annexed to this Red
Herring Prospectus; CRISIL, the IPO Grading Agency engaged by us for the purpose of obtaining IPO
grading in respect of this Offer, has given its written consent to include its name as an expert in relation to
the inclusion of its report in the form and context in which it appears in this Red Herring Prospectus and
such consent and report has not been and will not be withdrawn up to the time of delivery of the
Prospectus for registration with the RoC.

Self Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on the
website of SEBI at [Link] For details of
the Designated Branches of the SCSBs which shall collect Bid cum Application Forms submitted by ASBA
Bidders, please refer to the above-mentioned link.

Registered Brokers

In terms of SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012, Bidders can submit Bid cum Application
Forms in the Offer using the stock broker network of the Stock Exchanges, i.e., through Registered Brokers at the
Broker Centres. The list of the Registered Brokers, including details such as postal address, telephone number and
e-mail address, is provided on the websites of the BSE and the NSE at
[Link] and

74
[Link] respectively, and on the website
of MCX-SX at [Link]
[Link] and [Link]
Person/Pages/[Link].

Book Building Process

The book building, in the context of the Offer, refers to the process of collection of Bids on the basis of this Red
Herring Prospectus within the Price Band, which will be decided by our Company and the Selling Shareholders, in
consultation with the BRLMs, and advertised at least five working days prior to the Bid/Offer Opening Date. The
Offer Price is finalised after the Bid / Offer Closing Date. The principal parties involved in the Book Building
Process are:

 our Company;
 the Selling Shareholders;
 the BRLMs;
 the SCSBs;
 the Registrar to the Offer;
 the Escrow Collection Bank; and
 the Registered Brokers.

The Offer is being made through the Book Building Process wherein at least 75% of the Offer shall be Allotted on
a proportionate basis to QIB Bidders, provided that our Company may allocate up to 30% of the QIB Portion to
Anchor Investors on a discretionary basis. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be
available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall
be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including
Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not more than 15% of the
Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10%
of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI Regulations,
subject to valid Bids being received at or above the Offer Price. Under-subscription if any, in any category, except
in the QIB category, would be allowed to be met with spill over from any other category or a combination of
categories at the discretion of our Company and the Selling Shareholders, in consultation with BRLMs and the
Designated Stock Exchange. Provided that at least 75% of the Offer shall be Allotted to QIBs and in the event at
least 75% of the Offer cannot be Allotted to QIBs, the entire application money shall be refunded forthwith.

In accordance with the SEBI Regulations, QIBs and Non-Institutional Bidders are not allowed to withdraw
or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage.
Retail Individual Bidders can revise their Bids during the Bid/Offer Period and withdraw their Bids until
finalisation of the Basis of Allotment. Further, Anchor Investors cannot withdraw their Bids after the
Anchor Investor Bid/ Offer Period. For further details, please see the section “Offer Procedure” on page 386.

Our Company will comply with the SEBI Regulations and any other ancillary directions issued by SEBI for this
Offer. In this regard, we have appointed the BRLMs to manage the Offer and procure purchasers for the Offer.

The process of Book Building under the SEBI Regulations is subject to change from time to time and the
investors are advised to make their own judgment about investment through this process prior to making a
Bid or application in the Offer.

Illustration of Book Building and Price Discovery Process

Investors should note that this example is solely for illustrative purposes and is not specific to the Offer; it also
excludes bidding by Anchor Investors or under the ASBA process.

Bidders can bid at any price within the price band. For instance, assume a price band of ` 20 to ` 24 per share,
issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the table

75
below. A graphical representation of the consolidated demand and price would be made available at the bidding
centres during the bidding period. The illustrative book given below shows the demand for the shares of the issuer
company at various prices and is collated from bids received from various investors.

Bid Quantity Bid Amount (`) Cumulative Quantity Subscription

500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue
the desired number of shares is the price at which the book cuts off, i.e., ` 22.00 in the above example. The issuer,
in consultation with the book running lead managers, will finalise the issue price at or below such cut-off price,
i.e., at or below ` 22.00. All bids at or above this issue price and cut-off bids are valid bids and are considered for
allocation in the respective categories.

Steps to be taken by the Bidders for Bidding:

1. Check eligibility for making a Bid (please see the section “Offer Procedure – Who Can Bid?” on page
388);

2. Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid
cum Application Form;

3. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN
for transacting in the securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in
terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting
in the securities market, for Bids of all values, ensure that you have mentioned your PAN allotted under
the Income Tax Act in the Bid cum Application Form. In accordance with the SEBI Regulations, the
PAN would be the sole identification number for participants transacting in the securities market,
irrespective of the amount of transaction (please see the section “Offer Procedure” on page 386);

4. Ensure that the Bid cum Application Form is duly completed as per instructions given in this Red Herring
Prospectus and in the Bid cum Application Form;

5. Bids by QIBs (except Anchor Investors) and Non Institutional Bidders shall be submitted only through
the ASBA process;

6. Bids by ASBA Bidders will have to be submitted with the Designated Branches or with the Registered
Brokers or with the BRLMs (in the Specified Cities). ASBA Bidders should ensure that the specified
bank accounts have adequate credit balance at the time of submission to the SCSB to ensure that the Bid
cum Application Form submitted by ASBA Bidders is not rejected;

Notwithstanding the foregoing, the Offer is also subject to obtaining (i) final listing and trading approvals of the
Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the final approval of the RoC after
the Prospectus is filed with the RoC.

Underwriting Agreement

After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus
with the RoC, our Company and the Selling Shareholders intend to enter into an Underwriting Agreement with the
Underwriters for the Equity Shares proposed to be offered through the Offer. The Underwriting Agreement is
dated [●]. Pursuant to the terms of the Underwriting Agreement, the obligations of each of the Underwriters are
several and are subject to certain conditions specified therein.

76
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC.

Name and Address of the Underwriters Indicated Number of Equity Amount

Shares to be Underwritten Underwritten
(` In million)
Citigroup Global Markets India Private Limited [●] [●]
12th Floor, Bakhtawar
Nariman Point
Mumbai 400 021
Tel: (91 22) 6631 9890
Fax: (91 22) 3919 7844
Email: [Link]@[Link]
Morgan Stanley India Company Private Limited [●] [●]
18F/ 19F, Tower 2, One Indiabulls Centre
841, Senapati Bapat Marg
Mumbai 400 013
Tel: (91 22) 6118 1000
Fax: (91 22) 6118 1040
Email: JD_IPO@[Link]

The above-mentioned underwriting commitments are indicative and will be finalised after pricing of the Offer and
actual allocation.

In the opinion of the Board of Directors (based on certificates provided by the Underwriters), the resources of the
above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations
in full. The abovementioned Underwriters are registered with SEBI under section 12(1) of the SEBI Act or
registered as brokers with the Stock Exchanges. The Board of Directors / Committee of Directors, at its meeting
held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our
Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment.

Notwithstanding the above table, the BRLMs shall be responsible for ensuring payment with respect to Equity
Shares allocated to investors procured by them. In the event of any default in payment, the respective Underwriter,
in addition to other obligations defined in the Underwriting Agreement, will also be required to procure purchasers
for or purchase the Equity Shares to the extent of the defaulted amount.

77
 CAPITAL STRUCTURE

The share capital of our Company as at the date of this Red Herring Prospectus is set forth below:

(In `, except share data)

Aggregate Value at Face Aggregate Value at
Value Offer Price
A AUTHORISED SHARE CAPITAL
100,000,000 Equity Shares 1,000,000,000
1,200,000 Preference Shares 12,000,000
Total 1,012,000,000

B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

BEFORE THE OFFER
69,872,750 Equity Shares 698,727,500

C PRESENT OFFER IN TERMS OF THIS RED

HERRING PROSPECTUS
Offer for sale of 17,497,458 Equity Shares(1) 174,974,580 [●]

D SECURITIES PREMIUM ACCOUNT(2)

Before the Offer 2,478,533,441
After the Offer 2,478,533,441

E PAID-UP CAPITAL AFTER THE OFFER

69,872,750 Equity Shares 698,727,500
(1)
The Offer has been authorized by V.S.S. Mani by letter dated April 8, 2013, Ramani Iyer by letter dated April 8, 2013, V. Krishnan by
letter dated April 8, 2013 and by SAIF, Sequoia III, Tiger Global Four JD Holdings, Tiger Global Five Indian Holdings, EGCS and
SAPV by their board resolutions dated April 9, 2013, April 3, 2013, March 25, 2013, March 25, 2013, April 3, 2013 and April 3, 2013,
respectively. The Equity Shares to be offered in the Offer have been held for a period of at least one year prior to the date of filing of the
Draft Red Herring Prospectus and hence are eligible for being offered for sale in the Offer.
(2)
Securities Premium Account consists of the premium received by our Company from allotment of Equity Shares and Preference Shares.
Our Company had issued an aggregate of 1,220,547 Preference Shares pursuant to which our Company received an aggregate premium
amount of ` 1,074,035,119.61. The Preference Shares issued by our Company have been converted into Equity Shares and as on the date
of this Red Herring Prospectus, there are no outstanding Preference Shares in our Company. For details of conversion of Preference
Shares issued by our Company, please see the section “Capital Structure – Notes to Capital Structure – Share Capital History of our
Company” on page 79. Our Company has utilised the securities premium for various activities including, among others, undertaking
bonus issue of Equity Shares and adjustments pursuant to the Scheme. For details of the Scheme, please see the section “History and
Certain Corporate Matters – Scheme of Arrangement between our Company, Just Dial Global Private Limited and their respective
shareholders and creditors” on page 157.

Changes in the Authorised Capital

(1) The initial authorised share capital of ` 100,000 divided into 10,000 Equity Shares was increased to `
1,000,000 divided into 100,000 Equity Shares. Please see the section “Risk Factors – We have been
unable to locate certain of our corporate records with respect to the increase of our initial authorised share
capital” on page 36.

(2) The authorised share capital of ` 1,000,000 divided into 100,000 Equity Shares was increased to `
5,000,000 divided into 500,000 Equity Shares pursuant to a resolution of our shareholders dated
September 2, 2002.

(3) The authorised share capital of ` 5,000,000 divided into 500,000 Equity Shares was increased to `
10,000,000 divided into 1,000,000 Equity Shares pursuant to a resolution of our shareholders dated
March 30, 2004.

78
(4) The authorised share capital of ` 10,000,000 divided into 1,000,000 Equity Shares was increased to `
40,000,000 divided into 4,000,000 Equity Shares pursuant to a resolution of our shareholders dated
August 19, 2005.

(5) The authorised share capital of ` 40,000,000 divided into 4,000,000 Equity Shares was increased to `
110,000,000 divided into 11,000,000 Equity Shares pursuant to a resolution of our shareholders dated
March 27, 2006.

(6) The authorised share capital of ` 110,000,000 divided into 11,000,000 Equity Shares was increased to `
150,000,000 divided into 15,000,000 Equity Shares pursuant to a resolution of our shareholders dated
May 5, 2006.

(7) The authorised share capital of ` 150,000,000 divided into 15,000,000 Equity Shares was increased to `
154,000,000 divided into 15,000,000 Equity Shares and 400,000 Preference Shares of ` 10 each pursuant
to a resolution of our shareholders dated October 9, 2006.

(8) The authorised share capital of ` 154,000,000 divided into 15,000,000 Equity Shares and 400,000
Preference Shares of ` 10 each was increased to ` 1,004,000,000 divided into 100,000,000 Equity Shares
and 400,000 Preference Shares of ` 10 each pursuant to a resolution of our shareholders dated April 24,
2010.

(9) The authorised share capital of ` 1,004,000,000 divided into 100,000,000 Equity Shares and 400,000
Preference Shares of ` 10 each was increased to ` 1,012,000,000 divided into 100,000,000 Equity Shares
and 1,200,000 Preference Shares of ` 10 each pursuant to a resolution of our shareholders dated May 9,
2011.

Notes to Capital Structure

1. Share Capital History of our Company

(a) The history of the equity share capital and share premium account of our Company is detailed in the
following table:

Date of No. of Equity Face Issue Consideration Cumulative Cumulative Cumulative

Allotment Shares Value Price No. of Equity paid-up Equity Share Premium
/ Allotted (` ) (` ) Shares Capital (`) (` )
subscripti
on
October 20 10 10 Cash 20 200 -
11, 1993
March 31, 7,050 10 - Other than 7,070 70,700 -
1995 cash

March 31, 72,100 10 - Other than 79,170 791,700 -

1997 cash

November 18,100 10 10 Cash 97,270 972,700 -

19, 1998
March 1, 170,000 10 10 Cash 267,270 2,672,700 -
2003
March 31, 340,000 10 10 Cash 607,270 6,072,700 -
2004
October 360,003 10 10 Cash 967,273 9,672,730 -
28, 2005
February 23,627 10 10 Cash 990,900 9,909,000 -
10, 2006
December (61,250)(1) 10 - - 929,650 9,296,500 -
19, 2006

79
 Date of No. of Equity Face Issue Consideration Cumulative Cumulative Cumulative
Allotment Shares Value Price No. of Equity paid-up Equity Share Premium
/ Allotted (` ) (` ) Shares Capital (`) (` )
subscripti
on
February (26,214)(2) 10 - - 903,436 9,034,360 -
24, 2007
March 7, 282,304(3) 10 - Other than 1,185,740 11,857,400 -
2007 cash
March 7, (331,849)(4) 10 - - 853,891 8,538,910 -
2007
March 30, 2,327 10 10 Cash 856,218 8,562,180 3,932,630(5)
2007
April 1, 12,623 10 10 Cash 868,841 8,688,410 26,598,523(6)
2010
April 24, 47,786,255(7) 10 - Other than 48,655,096 486,550,960 -
2010 cash
May 1, 56,921(8) 10 - - 48,712,017 487,120,170 -
2010
May 1, 3,130,655 (9) 10 - Other than 51,842,672 518,426,720 -
2010 cash
January 62,794 10 10 Cash 51,905,466 519,054,660 4,395,580(10)
27, 2011
May 31, 2,800 10 80 Cash 51,908,266 519,082,660 4,605,580(11)
2011
May 11, 1,163,626(12) 10 - - 53,071,892 530,718,920 -(13)
2012
May 11, 10,756,075(14) 10 - Other than 63,827,967 638,279,670 -
2012 cash
June 11, 66,402 10 80 Cash 63,894,369 638,943,690 4,980,150(15)
2012
June 11, 15,518 10 10 Cash 63,909,887 639,098,870 6,144,000(16)
2012
June 11, 6,702 10 4,595 Cash 63,916,589 639,165,890 36,872,670
2012
June 11, 120 10 4,500 Cash 63,916,709 639,167,090 37,238,630(17)
2012
June 11, 375,210(18) 10 - Other than 64,291,919 642,919,190 33,486,530
2012 cash
July 21, 5,136,486 10 488.66 Cash 69,428,405 694,284,050 2,489,444,249(19)
2012
September 15,953 10 80 Cash 69,444,358 694,443,580 2,490,640,724(20)
28, 2012
January 28,029 10 80 Cash 69,472,387 694,723,870 2,449,243,436(21)(
22)
23, 2013
(23)
January 31,035 10 10 Cash 69,503,422 695,034,220 2,451,571,061
23, 2013
April 3, 97,744 10 80 Cash 69,601,166 696,011,660 2,458,901,861 (24)
2013
April 3, 4,468 10 4,595 Cash 69,605,634 696,056,340 2,479,387,641
2013
April 3, 245,740 10 - Other than 69,851,374 698,513,740 2,476,930,241 (25)
2013 cash
May 4, 21,376 10 80 Cash 69,872,750 698,727,500 2,478,533,441(26)
2013
(1)
Buy back of Equity Shares by our Company at a price of ` 2,574 per Equity Share from: (i) V.S.S. Mani (26,243 Equity Shares); (ii)
Morgan Stanley Mutual Fund A/c. Morgan Stanley Growth Fund (3,308 Equity Shares); (iii) Bhoopalam Gopalkrishna Mahesh (15,278
Equity Shares); (iv) Vemuri Snehprabha (9,841 Equity Shares); (v) TD Asset Management Inc - TD Emerging Market Fund (269 Equity
Shares); and (vi) Morgan Stanley Investment Management Inc. A/c. Morgan Stanley India Investment Fund, Inc. (6,311 Equity Shares),
as authorised by our shareholders through a resolution dated November 29, 2006.

80
(2)
Buy back of Equity Shares by our Company at a price of ` 2,651 per Equity Share from: (i) V.S.S. Mani (13,393 Equity Shares); (ii)
Bhoopalam Gopalkrishna Mahesh (7,798 Equity Shares); and (iii) Vemuri Snehprabha (5,023 Equity Shares), as authorised by our
shareholders through a resolution dated January 29, 2007.
(3)
282,304 Equity Shares were allotted to the shareholders of RRR Computech (India) Private Limited pursuant to the scheme of
arrangement between our Company, RRR Computech (India) Private Limited and their respective shareholders (the “Scheme of
Arrangement”). For further details, please see the section “History and Certain Corporate Matters - Scheme of Amalgamation between
our Company, RRR Computech (India) Private Limited and their respective shareholders” on page 156.
(4)
331,849 Equity Shares held by RRR Computech (India) Private Limited were cancelled pursuant to the scheme of arrangement between
our Company, RRR Computech (India) Private Limited and their respective shareholders(the “Scheme of Arrangement”). For further
details, please see the section “History and Certain Corporate Matters - Scheme of Amalgamation between our Company, RRR
Computech (India) Private Limited and their respective shareholders” on page 156.
(5)
Upon exercise of options by employees, ` 3,932,630 was transferred from the stock option outstanding account to the share premium
account of our Company during fiscal 2007. This was due to the difference between the fair value of Equity Shares and the price at which
Equity Shares were allotted under ESOP 2007.
(6)
Upon exercise of options by employees, ` 22,665,893 was transferred from the stock option outstanding account to the share premium
account of our Company during fiscal 2011. This was due to the difference between the fair value of Equity Shares and the price at which
Equity Shares were allotted under ESOP 2007 and 2008.
(7)
Bonus issue in the ratio 55:1 authorised by our shareholders through a resolution dated April 24, 2010. Bonus issue was undertaken
through capitalisation of the securities premium and the reserves of our Company.
(8)
56,921 Equity Shares were allotted to SAIF on conversion of 56,921 Preference Shares Series A. In accordance with the terms of the
amended and restated shareholders’ agreement dated November 13, 2009, Preference Shares Series A were converted into Equity Shares
in the ratio of 1:1 without payment of any additional conversion price. Accordingly, no additional consideration was paid by SAIF at the
time of conversion of the Preference Shares Series A into Equity Shares.
(9)
These Equity Shares were allotted to SAIF as bonus Equity Shares on account of the bonus issue in the ratio of 55:1 undertaken by our
Company on April 24, 2010. In accordance with the terms of the amended and restated shareholders’ agreement dated November 13,
2009, the bonus Equity Shares were issued for the 56,921 Equity Shares allotted to SAIF upon conversion of Preference Shares Series A.
(10)
An amount of ` 4,395,580, being the difference between the fair value of Equity Shares as determined pursuant to a valuation report
dated December 23, 2010, prepared by BDO Consulting Private Limited, and the price at which the Equity Shares were allotted on
January 27, 2011, was deducted from the income of our Company as advertisement expenses and was credited to the securities premium
account during fiscal 2011.
(11)
Upon exercise of options by employees, ` 14,000 was transferred from the stock option outstanding account to the share premium
account of our Company during fiscal 2012. This was due to the difference between the fair value of Equity Shares and the price at which
Equity Shares were allotted under ESOP 2010.
(12)
(i) 159,598 Equity Shares were allotted to SAIF on conversion of 159,598 Preference Shares Series A; (ii) 35,967 Equity Shares were
allotted to Tiger Global Four JD Holdings on conversion of 35,967 Preference Shares Series A; (iii) one Equity Share was allotted to
V.S.S. Mani upon conversion of one Preference Shares Series B; (iv) 484,030 Equity Shares were allotted to SAPV upon conversion of
484,030 Preference Shares Series C; and (v) 484,030 Equity Shares were allotted to EGCS upon conversion of 484,030 Preference
Shares Series C. In accordance with the terms of the amended and restated shareholders’ agreement dated May 23, 2011, the Preference
Shares were converted into Equity Shares in the ratio of 1:1 without payment of any additional conversion price. Accordingly, no
additional consideration was paid by SAIF, Tiger Global Four JD Holdings, V.S.S. Mani, SAPV and EGCS at the time of conversion of
the Preference Shares into Equity Shares.
(13)
Pursuant to the Scheme becoming effective, the aggregate investment made by our Company in JD Global and book value of assets of the
demerged undertaking have been transferred to JD Global, and the same has been adjusted against the securities premium account and
the profit and loss account. The Scheme proposed a reduction of capital of our Company, in accordance with the provisions of the
Companies Act, to the extent that the aforementioned adjustment was made against the securities premium account. Accordingly, a
reduction of capital to that extent has been undertaken in our Company. For further details please see the section “History and Certain
Corporate Matters – Scheme of Arrangement between our Company, Just Dial Global Private Limited and their respective shareholders
and creditors” on page 157.
(14)
Upon conversion of the Preference Shares Series A into Equity Shares and in accordance with the terms of the amended and restated
shareholders’ agreement dated May 23, 2011, our Company allotted 8,777,890 Equity Shares and 1,978,185 Equity Shares to SAIF and
Tiger Global Four JD Holdings, respectively, as bonus Equity Shares. These bonus Equity Shares were issued for the bonus issue in the
ratio of 55:1, undertaken by our Company on April 24, 2010. The bonus issue was undertaken by capitalizing the amounts standing to the
credit of the securities premium account, the profit and loss account and the reserves of our Company.
(15)
Upon exercise of options by employees, ` 332,010 was transferred from the stock option outstanding account to the share premium
account of our Company during fiscal 2013. This was due to the difference between the fair value of Equity Shares and the price at which
Equity Shares were allotted under ESOP 2010.
(16)
Upon exercise of options by employees, ` 1,163,850 was transferred from the stock option outstanding account to the share premium
account of our Company during fiscal 2013. This was due to the difference between the fair value of Equity Shares and the price at which
Equity Shares were allotted under ESOP 2010.
(17)
An amount of ` 172,840 was deducted from the securities premium account of our Company towards issue expenses for issue of Equity
Shares.
(18)
Upon allotment, on June 11, 2012, of 6,702 Equity Shares to Sandipan Chattopadhyay and 120 Equity Shares to Shakeeb Shaikh under
ESOP 2008, our Company allotted 368,610 Equity Shares and 6,600 Equity Shares to Sandipan Chattopadhyay and Shakeeb Shaikh,
respectively, as bonus Equity Shares. These bonus Equity Shares were issued for the bonus issue in the ratio of 55:1, undertaken by our
Company on April 24, 2010.
(19)
An amount of ` 2,672,670 was deducted from the securities premium account of our Company towards issue expenses for issue of Equity
Shares.
(20)
Upon exercise of options by employees, ` 79,765 was transferred from the stock option outstanding account to the share premium
account of our Company during fiscal 2013. This was due to the difference between the fair value of Equity Shares and the price at which
Equity Shares were allotted under ESOP 2010.

81
(21)
An amount of ` 43,499,463 was deducted from the securities premium account of our Company towards issue expenses for issue of Equity
Shares.
(22)
Upon exercise of options by employees, ` 140,145 was transferred from the stock option outstanding account to the share premium
account of our Company during fiscal 2013. This was due to the difference between the fair value of Equity Shares and the price at which
Equity Shares were allotted under ESOP 2010.
(23)
Upon exercise of options by employees, ` 2,327,625 was transferred from the stock option outstanding account to the share premium
account of our Company during fiscal 2013. This was due to the difference between the fair value of Equity Shares and the price at which
Equity Shares were allotted under ESOP 2010.
(24)
Upon exercise of options by employees, ` 488,720 was transferred from the stock option outstanding account to the share premium
account of our Company during fiscal 2014. This was due to the difference between the fair value of Equity Shares and the price at which
Equity Shares were allotted under ESOP 2010.
(25)
Upon allotment, on April 3, 2013, of 4,468 Equity Shares to Sandipan Chattopadhyay under ESOP 2008, our Company allotted 245,740
Equity Shares to Sandipan Chattopadhyay as bonus Equity Shares. These bonus Equity Shares were issued for the bonus issue in the ratio
of 55:1, undertaken by our Company on April 24, 2010.
(26)
Upon exercise of options by employees, ` 106,880 was transferred from the stock option outstanding account to the share premium
account of our Company during fiscal 2014. This was due to the difference between the fair value of Equity Shares and the price at which
Equity Shares were allotted under ESOP 2010.

(b) The details of the Equity Shares allotted for consideration other than cash are provided in the following
table:

Date of Name of the Allottee No. of Face Issue Reasons Benefits accrued to
Allotment Equity Value Price for our Company
Shares (` ) (` ) Allotment
Allotted
March 31, (i) V.S.S. Mani 3,275 10 - Equity Shares allotted Services of V.S.S.
1995 in lieu of the services Mani and Anita Mani
(ii) Anita Mani 3,775 10 - provided as Directors in their capacity as
of our Company Directors of our
Company
March 31, (i) V.S.S. Mani 20,350 10 - Equity Shares allotted Services of the
1997 (ii) Anita Mani 24,150 10 - in lieu of the services Directors of our
(iii) Meenakshi Chalam 5,700 10 - provided as Directors Company
(iv) V. Krishnan 2,550 10 - of our Company
(v) Ramani Iyer 2,550 10 -
(vi) Vijayalakshmi 5,600 10 -
Shankar
(vii) Vijayan Pillai 5,600 10 -
(viii) Geeta Rajan 5,600 10 -
March 7, Shareholders of RRR 282,304 10 - Equity Shares allotted Amalgamation of
2007 Computech (India) Private pursuant to the scheme RRR Infotech (India)
Limited, namely Clearmist of arrangement Private Limited with
Limited and Rajnaidu pursuant to sections our Company
Venugopal 391 and 394 of the
Companies Act
between our
Company, RRR
Computech (India)
Private Limited and
their respective
shareholders. For
further details, please
see the section
“History and Certain
Corporate Matters -
Scheme of
Amalgamation
between our
Company, RRR
Computech (India)
Private Limited and
their respective
shareholders” on page

82
 Date of Name of the Allottee No. of Face Issue Reasons Benefits accrued to
Allotment Equity Value Price for our Company
Shares (` ) (` ) Allotment
Allotted
156.
April 24, Equity shareholders of our 47,786,255 10 - Bonus issue in the -
2010 Company ratio 55:1 authorised
by our shareholders
through a resolution
dated April 24, 2010
May 1, SAIF 3,130,655 10 - 3,130,655 bonus -
2010 Equity Shares were
allotted to SAIF in the
ratio 55:1, pursuant to
conversion of 56,921
Preference Shares
May 11, SAIF 8,777,890 10 - 8,777,890 bonus -
2012 Equity Shares were
allotted to SAIF in the
ratio 55:1, pursuant to
conversion of 159,598
Preference Shares
May 11, Tiger Global Four JD 1,978,185 10 - 1,978,185 bonus -
2012 Holdings Equity Shares were
allotted to Tiger
Global Four JD
Holdings in the ratio
55:1, pursuant to
conversion of 35,967
Preference Shares
June 11, Sandipan Chattopadhyay 368,610 10 - 368,610 bonus Equity -
2012 Shares were allotted to
Sandipan
Chattopadhyay in the
ratio 55:1, pursuant to
exercise of 6,702
options under ESOP
2008
June 11, Shakeeb Shaikh 6,600 10 - 6,600 bonus Equity -
2012 Shares were allotted to
Shakeeb Shaikh in the
ratio 55:1, pursuant to
exercise of 120
options under ESOP
2008
April 3, Sandipan Chattopadhyay 245,740 10 - 245,740 bonus Equity -
2013 Shares were allotted to
Sandipan
Chattopadhyay in the
ratio 55:1, pursuant to
exercise of 4,468
options under ESOP
2008

83
2. History of the Equity Share Capital held by our Promoters

(a) Details of the build up of our Promoters’ shareholding in our Company:

Date of Nature of No. of Equity Nature of Name of the Face Issue/

Transaction Transaction Shares consideration Transferor/ Value Acquisition/
Transferee (` ) Sale Price per
Equity Share
(` )
V.S.S. Mani
October 11, 1993 Subscription to 10 Cash - 10 10
memorandum
March 31, 1995 Allotment 3,275 Other than cash - 10 -
March 31, 1997 Allotment 20,350 Other than cash - 10 -
October 1, 1998 Purchase 5,600 Cash Geeta Rajan 10 10
5,600 Cash Vijayam Pillai 10 10
5,600 Cash Vijaylakshmi 10 10
Shankar
2,550 Cash Ramani Iyer 10 10
2,550 Cash Krishnan M. 10 10
5,700 Cash Minakshi Chalam 10 10
14,781 Cash Anita Mani 10 10
November 19, Allotment 11,800 Cash - 10 10
1998
May 25, 2000 Sale (38,908) Cash [Link] 10 1,435.95
Private Limited
March 1, 2003 Allotment 85,000 Cash - 10 10
March 31, 2004 Allotment 170,000 Cash - 10 10
October 28, 2005 Allotment 273,400 Cash - 10 10
February 10, Gifted (25,000) Gift Ramani Iyer 10 -
2006
February 10, Gifted (25,000) Gift V. Krishnan 10 -
2006
March 21, 2006 Purchase 2,278 Cash SBI Capital Market 10 440
Limited A/c - India
Magnum Fund
Ltd.
May 30, 2006 Purchase 4,662 Cash Morgan Stanley 10 440
Investment
Management Inc.
A/c Morgan
Stanley
Institutional Fund,
Inc. Emerging
Market Portfolio
May 30, 2006 Purchase 564 Cash Van Campan Asset 10 440
Management Inc.
A/c Van Campan
Series
Fund Inc. Van
Campan Emerging
Market Fund
May 30, 2006 Purchase 8,697 Cash Morgan Stanley 10 440
Investment
Management Inc.
A/c Morgan
Stanley Investment
Management
Emerging Market

84
 Date of Nature of No. of Equity Nature of Name of the Face Issue/
Transaction Transaction Shares consideration Transferor/ Value Acquisition/
Transferee (` ) Sale Price per
Equity Share
(` )
Trust
May 30, 2006 Purchase 1,375 Cash Morgan Stanley 10 440
Investment
Management Inc.
A/c Morgan
Stanley Emerging
Market Fund, Inc
September 28, Purchase 687 Cash Morgan Stanley 10 440
2006 Investment
Management Inc
A/c Universal
Institutional Fund,
Inc. Emerging
Markets Equity
Portfolio
September 28, Purchase 1,062 Cash Morgan Stanley 10 440
2006 Investment
Management Inc.
A/c Morgan
Stanley
Offshore Emerging
Market Fund
September 28, Gifted (19,818) Gift Ramani Iyer 10 -
2006
September 28, Gifted (19,818) Gift V. Krishnan 10 -
2006
December 19, Buyback of (26,243) Cash - 10 2,574
2006 Equity Shares by
our Company
February 24, Sale (500) Cash Koora Srinivas 10 10
2007
February 24, Buyback of (13,393) Cash - 10 2,651
2007 Equity Shares by
our Company
April 25, 2007 Sale (6,806) Cash Clearmist Limited 10 440
June 22, 2007 Received as gift 5,585 Gift Ramani Iyer 10 -
June 22, 2007 Received as gift 5,585 Gift V. Krishnan 10 -
June 22, 2007 Sale (2,792) Cash Amista Limited 10 4,607
June 22, 2007 Sale (53,058) Cash Tiger Global Four 10 4,595
Holdings
August 24, 2009 Purchase 3 Cash Rajnaidu 10 3,250
Venugopal
April 24, 2010 Allotment 22,295,790 Bonus issue in - 10 -
the ratio of 55:1
March 25, 2011 Gifted (387,224) Gift V. Krishnan 10 -
May 11, 2012 Allotment 1 - - 10 -(1)
pursuant to
conversion of
Preference Shares
Series B
August 8, 2012 Sale (548,638) Cash Sequoia I 10 488.66
August 8, 2012 Sale (433,638) Cash Sequoia II 10 488.66
Total 21,331,669(2)
Anita Mani
October 11, 1993 Subscription to 10 Cash - 10 10
memorandum

85
 Date of Nature of No. of Equity Nature of Name of the Face Issue/
Transaction Transaction Shares consideration Transferor/ Value Acquisition/
Transferee (` ) Sale Price per
Equity Share
(` )
March 31, 1995 Allotment 3,775 Other than cash - 10 -
March 31, 1997 Allotment 24,150 Other than cash - 10 -
October 1, 1998 Sale (14,781) Cash V.S.S. Mani 10 10
November 19, Allotment 6,300 Cash - 10 10
1998
May 25, 2000 Sale (9,727) Cash [Link] 10 1,435.95
Private Limited
April 24, 2010 Allotment 534,985 Bonus issue in - 10 -
the ratio of 55:1
Total 544,712
Ramani Iyer
March 31, 1997 Allotment 2,550 Cash - 10 10
October 1, 1998 Sale (2,550) Cash V.S.S. Mani 10 10
February 10, Received as gift 25,000 Gift V.S.S. Mani 10 -
2006
September 28, Received as gift 19,818 Gift V.S.S. Mani 10 -
2006
June 22, 2007 Gifted (5,585) Gift V.S.S. Mani 10 -
April 24, 2010 Allotment 2,157,815 Bonus issue in - 10 -
the ratio of 55:1
June 29, 2011 Sale (163,763) Cash SAPV Mauritius 10 344.88
Total 2,033,285
V. Krishnan
March 31, 1997 Allotment 2,550 Cash - 10 10
October 1, 1998 Sale (2,550) Cash V.S.S. Mani 10 10
February 10, Received as gift 25,000 Gift V.S.S. Mani 10 -
2006
September 28, Received as gift 19,818 Gift V.S.S. Mani 10 -
2006
June 22, 2007 Gifted (5,585) Gift V.S.S. Mani 10 -
April 24, 2010 Allotment 2,157,815 Bonus issue in - 10 -
the ratio of 55:1
March 25, 2011 Received as gift 387,224 Gift V.S.S. Mani 10 -
June 29, 2011 Sale (163,763) Cash EGCS Investment 10 344.88
Holdings
August 8, 2012 Sale (373,000) Cash SAPV 10 488.66
Total 2,047,509
(1)
One Equity Share was allotted to V.S.S. Mani on conversion of one Preference Shares Series B. In accordance with the terms of the
amended and restated shareholders’ agreement dated May 23, 2011, Preference Shares Series B were converted into Equity Shares in
the ratio of 1:1 without payment of any additional conversion price. Accordingly, no additional consideration was paid by V.S.S. Mani
at the time of conversion of the Preference Shares Series B into Equity Shares.
(2)
Includes 580,836 Equity Shares held jointly with V. Krishnan which were transferred by V.S.S. Mani to such joint holding on March 25,
2011.

All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such
Equity Shares. None of the Equity Shares held by our Promoters are pledged.

(b) Details of Promoters’ contribution and Lock-in:

The Promoters’ shall contribute Equity Shares in the Offer constituting not less than 20% of the fully diluted post-
Offer capital, which shall be locked in for a period of three years from the date of Allotment in the Offer.

The details of the Equity Shares held by our Promoters, which are locked in for a period of three years from the
date of Allotment in the Offer are given below:

86
 Date of Nature of No. of Equity Face Value Issue/Acquisition Percentage of
Transaction and Transaction Shares (` ) Price per Equity post-Offer paid-
when made fully Share (`) up capital (%)
paid-up
V.S.S. Mani
April 24, 2010 Bonus issue 11,948,430 10 - 17.08
Anita Mani
April 24, 2010 Bonus issue 329,142 10 - 0.47
Ramani Iyer
April 24, 2010 Bonus issue 855,080 10 - 1.22
V. Krishnan
April 24, 2010 Bonus issue 855,233 10 - 1.22

The Equity Shares that are being locked in are not ineligible for computation of Promoter’s contribution in terms
of Regulation 33 of the SEBI Regulations.

(c) Details of pre-Offer Equity Share capital locked in for one year:

In addition to the 20% of the fully diluted post-Offer shareholding of our Company held by our Promoters and
locked in for three years as specified above, the entire pre-Offer equity share capital, other than the Equity Shares
held by the employees of our Company (who continue to be the employees of our Company as on the date of
Allotment) which were allotted to them under the employee stock option schemes of our Company, will be locked-
in for a period of one year from the date of Allotment of the Equity Shares in the Offer.

(d) Other requirements in respect of lock-in:

The Equity Shares held by our Promoters may be transferred to and amongst the Promoter Group or to a new
promoter or persons in control of our Company, subject to continuation of the lock-in in the hands of the
transferees for the remaining period and compliance with the SEBI Takeover Regulations, as applicable.

The Equity Shares held by persons other than our Promoters prior to the Offer may be transferred to any other
person holding Equity Shares which are locked-in along with the Equity Shares proposed to be transferred, subject
to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the
SEBI Takeover Regulations, as applicable.

The Equity Shares held by our Promoters which are locked-in for a period of one year from the date of Allotment
in the Offer can be pledged with any scheduled commercial bank or public financial institution as collateral
security for loans granted by such bank or financial institution, provided that the pledge of the Equity Shares is one
of the terms of sanction of the loan.

(e) Lock-in of Equity Shares to be issued, if any, to the Anchor Investor

Any Equity Shares allotted to Anchor Investors shall be locked-in for a period of 30 days from the date of
Allotment of Equity Shares in the Offer.

3. Details of the build up of SAIF’s shareholding in our Company

Date of Nature of No. of Nature of Name of the Face Issue/

Transaction Transaction Equity consideration Transferor Value Acquisition/Sale
Shares (`) Price per
Equity Share
(`)
July 21, 2009 Transfer 29,503 Cash Clearmist 10 3,250
Limited
April 24, 2010 Allotment 1,622,665 Bonus issue in - 10 -
the ratio 55:1

87
 Date of Nature of No. of Nature of Name of the Face Issue/
Transaction Transaction Equity consideration Transferor Value Acquisition/Sale
Shares (`) Price per
Equity Share
(`)
May 1, 2010 Conversion of 56,921(1) - - 10 -
56,921
optionally
convertible
preference
shares
May 1, 2010 Allotment 3,130,655 Allotment on - 10 -
account of the
bonus issue in
the ratio 55:1
undertaken on
April 24,
2010
May 11, 2012 Conversion of 159,598(2) - - 10 -
159,598
Preference
Shares Series
A
May 11, 2012 Allotment 8,777,890 Allotment on - 10 -
account of the
bonus issue in
the ratio 55:1
undertaken on
April 24,
2010
Total 13,777,232
(1)
56,921 Equity Shares were allotted to SAIF on conversion of 56,921 Preference Shares Series A. In accordance with the terms of the
amended and restated shareholders’ agreement dated November 13, 2009, Preference Shares Series A were converted into Equity
Shares in the ratio of 1:1 without payment of any additional conversion price. Accordingly, no additional consideration was paid by
SAIF at the time of conversion of the Preference Shares Series A into Equity Shares.
(2)
159,598 Equity Shares were allotted to SAIF on conversion of 159,598 Preference Shares Series A. In accordance with the terms of the
amended and restated shareholders’ agreement dated May 23, 2011, Preference Shares Series A were converted into Equity Shares in
the ratio of 1:1 without payment of any additional conversion price. Accordingly, no additional consideration was paid by SAIF at the
time of conversion of the Preference Shares Series A into Equity Shares.

4. Details of the build up of Sequoia III’s shareholding in our Company

Date of Nature of No. of Nature of Name of the Face Issue/

Transaction Transaction Equity consideration Transferor Value Acquisition/Sale
Shares (`) Price per
Equity Share
(`)
Clearmist
July 21, 2009 Transfer 118,014 Cash 10 3,250
Limited
Bonus issue in -
April 24, 2010 Allotment 6,490,770 10 -
the ratio 55:1
Total 6,608,784

88
5. Details of the build up of Tiger Global Four JD Holdings’ shareholding in our Company

Date of Nature of No. of Nature of Name of the Face Issue/

Transaction Transaction Equity consideration Transferor Value Acquisition/Sale
Shares (`) Price per
Equity Share
(`)
September 12, Transfer Cash Tiger Global
111,422 10 3,250
2009 Four Holdings
Transfer Cash Tiger Global
September 12,
5,863 Principals 10 3,250
2009
Limited
Bonus issue in -
April 24, 2010 Allotment 6,450,675 10 -
the ratio 55:1
May 11, 2012 Conversion of 35,967(1) - - 10 -
35,967
Preference
Shares Series
A
May 11, 2012 Allotment 1,978,185 Allotment on - 10 -
account of the
bonus issue in
the ratio 55:1
undertaken on
April 24, 2010
Total 8,582,112
(1)
35,967 Equity Shares were allotted to Tiger Global Four JD Holdings on conversion of 35,967 Preference Shares Series A. In
accordance with the terms of the amended and restated shareholders’ agreement dated May 23, 2011, Preference Shares Series A were
converted into Equity Shares in the ratio of 1:1 without payment of any additional conversion price. Accordingly, no additional
consideration was paid by Tiger Global Four JD Holdings at the time of conversion of the Preference Shares Series A into Equity
Shares.

6. Details of the build up of Tiger Global Five Indian Holdings’ shareholding in our Company

Date of Nature of No. of Nature of Name of the Face Issue/

Transaction Transaction Equity consideration Transferor Value Acquisition/Sale
Shares (`) Price per
Equity Share
(`)
September 12, Transfer Cash Tiger Global
90,268 10 3,250
2009 Five Holdings
Transfer Cash Tiger Global
September 12,
4,750 Principals 10 3,250
2009
Limited
Bonus issue in -
April 24, 2010 Allotment 5,225,990 10 -
the ratio 55:1
Total 5,321,008

7. Details of the build up of SAPV’s shareholding in our Company

Date of Nature of No. of Nature of Name of the Face Issue/

Transaction Transaction Equity consideration Transferor Value Acquisition/Sale
Shares (`) Price per
Equity Share
(`)
June 29, 2011 Transfer 163,763 Cash Ramani Iyer 10 344.88

89
 Date of Nature of No. of Nature of Name of the Face Issue/
Transaction Transaction Equity consideration Transferor Value Acquisition/Sale
Shares (`) Price per
Equity Share
(`)
May 11, 2012 Conversion of 484,030(1) - - 10 -
484,030
Preference
Shares Series
C
August 8, 2012 Transfer 457,000 Cash V. Krishnan 10 488.66
together with
14 other
shareholders
Total 1,104,793
(1)
484,030 Equity Shares were allotted to SAPV on conversion of 484,030 Preference Shares Series C. In accordance with the terms of the
amended and restated shareholders’ agreement dated May 23, 2011, Preference Shares Series C were converted into Equity Shares in
the ratio of 1:1 without payment of any additional conversion price. Accordingly, no additional consideration was paid by SAPV at the
time of conversion of the Preference Shares Series C into Equity Shares.

8. Details of the build up of EGCS’ shareholding in our Company

Date of Nature of No. of Nature of Name of the Face Issue/

Transaction Transaction Equity consideration Transferor Value Acquisition/Sale
Shares (`) Price per
Equity Share
(`)
June 29, 2011 Transfer 163,763 Cash V. Krishnan 10 344.88
May 11, 2012 Conversion 484,030(1) - - 10 -
of 484,030
Preference
Shares
Series C
Total 647,793
(1)
484,030 Equity Shares were allotted to EGCS on conversion of 484,030 Preference Shares Series C. In accordance with the terms of the
amended and restated shareholders’ agreement dated May 23, 2011, Preference Shares Series C were converted into Equity Shares in
the ratio of 1:1 without payment of any additional conversion price. Accordingly, no additional consideration was paid by EGCS at the
time of conversion of the Preference Shares Series C into Equity Shares.

9. Details of the build up of Sequoia I’s shareholding in our Company

Date of Nature of No. of Nature of Name of the Face Issue/

Transaction Transaction Equity consideration Transferor Value Acquisition/Sale
Shares (`) Price per
Equity Share
(`)
July 21, 2012 Allotment 2,568,243 Cash - 10 488.66
August 8, 2012 Transfer 548,638 Cash V.S.S. Mani 10 488.66
Total 3,116,881

90
10. Details of the build up of Sequoia II’s shareholding in our Company

Date of Nature of No. of Nature of Name of the Face Issue/

Transaction Transaction Equity consideration Transferor Value Acquisition/Sale
Shares (`) Price per
Equity Share
(`)
July 21, 2012 Allotment 2,568,243 Cash - 10 488.66
August 8, 2012 Transfer 433,638 Cash V.S.S. Mani 10 488.66
Sandipan
August 8, 2012 Transfer 100,000 Cash 10 488.66
Chattopadhyay
August 8, 2012 Transfer 15,000 Cash Koora Srinivas 10 488.66
Total 3,116,881

11. Shareholding Pattern of our Company

The table below presents the shareholding pattern of Equity Shares before the proposed Offer and as adjusted for
the Offer:

Category of Shareholders Pre- Offer Post- Offer (1)(2)

No. of Equity Shares Shareholding No. of Equity Shares Shareholding
Percentage % Percentage %(4)

Promoter
V.S.S. Mani 21,331,669(3) 30.53 19,774,011 (3) 28.30
Anita Mani 544,712 0.78 544,712 0.78
Ramani Iyer 2,033,285 2.91 1,415,111 2.03
V. Krishnan 2,047,509 2.93 1,415,365 2.03
Sub Total (A) 25,957,175 37.15 23,149,199 33.13

Promoter Group 0 0.00 0.00 0.00

Sub Total (B) 0 0.00 0.00 0.00

Total Holding of 25,957,175 37.15 23,149,199 33.13

Promoters and Promoter
Group (C=A + B)

Public Shareholding (D)

Sequoia I 3,116,881 4.46 3,116,881 4.46
Sequoia II 3,116,881 4.46 3,116,881 4.46
Sequoia III 6,608,784 9.46 3,400,850 4.87
SAIF 13,777,232 19.72 7,826,001 11.20
Tiger Global Four JD 8,582,112 12.28 5,770,880 8.26
Holdings
Tiger Global Five Indian 5,321,008 7.62 3,578,012 5.12
Holdings
EGCS 647,793 0.93 0 0
SAPV 1,104,793 1.58 776,497 1.11
Amitabh Bachchan 62,794 0.09 62,794 0.09
Employees 1,577,297 2.26 1,577,297 2.26
Sub Total (D) 43,915,575 62.85 29,226,093 41.83
Total (C+D) 69,872,750 100.00 52,375,292 74.96
Public (pursuant to the - - 17,497,458 25.04(5)
Offer) (E)

91
 Category of Shareholders Pre- Offer Post- Offer (1)(2)
No. of Equity Shares Shareholding No. of Equity Shares Shareholding
Percentage % Percentage %(4)

Total Share Capital 69,872,750 100.00 69,872,750 100.00

(C+D+E)
(1)
Assuming none of the Shareholders participate in the Offer.
(2)
Subject to finalisation at the time of filing of the Prospectus with the RoC.
(3)
Includes 580,836 Equity Shares held jointly with V. Krishnan which were transferred by V.S.S. Mani to joint-holding on March 25,
2011.
(4)
The post-Offer shareholding percentages are calculated on the current outstanding paid up share capital of our Company.
(5)
Upon considering the fully-diluted shareholding of our Company assuming exercise of all vested stock options as on the date of this Red
Herring Prospectus, the public shareholding pursuant to the Offer will be 25.02% of the fully diluted post-Offer share capital of our
Company.

12. Public shareholders holding more than 1% of the pre-Offer paid up capital of our Company:

Sr. Name of the Pre-Offer Post-Offer*

No shareholder No. of Equity Shares Percentage (%) No. of Equity Percentage
. held Shares held (%)
1. SAIF 13,777,232 19.72 7,826,001 11.20
2. Tiger Global 8,582,112 12.28 5,770,880 8.26
Four JD
Holdings
3. Sequoia III 6,608,784 9.46 3,400,850 4.87
4. Tiger Global 5,321,008 7.62 3,578,012 5.12
Five Indian
Holdings
5. Sequoia I 3,116,881 4.46 3,116,881 4.46
6. Sequoia II 3,116,881 4.46 3,116,881 4.46
7. SAPV 1,104,793 1.58 776,497 1.11
* Subject to finalisation at the time of filing of the Prospectus with the RoC.

13. Equity Shares held by the top 10 shareholders:

(a) As of the date of this Red Herring Prospectus:

Sr. Name of the shareholder No. of Equity Shares held Percentage Convertible
No. (%) instruments
held
1. V. S. S. Mani 21,331,669* 30.53 -
2. SAIF 13,777,232 19.72 -
3. Tiger Global Four JD Holdings 8,582,112 12.28 -
4. Sequoia III 6,608,784 9.46 -
5. Tiger Global Five Indian Holdings 5,321,008 7.62 -
6. Sequoia I 3,116,881 4.46 -
7. Sequoia II 3,116,881 4.46 -
8. V. Krishnan 2,047,509 2.93 -
9. Ramani Iyer 2,033,285 2.91 -
10. SAPV 1,104,793 1.58 -
TOTAL 67,040,154 95.95
*
Includes 580,836 Equity Shares held jointly with V. Krishnan which were transferred by V.S.S. Mani to joint-holding on March 25, 2011.

92
(b) As of 10 days prior to the date of this Red Herring Prospectus:

Sr. Name of the shareholder No. of Equity Shares held Percentage Convertible
No. (%) instruments
held
1. V. S. S. Mani 21,331,669* 30.54 -
2. SAIF 13,777,232 19.72 -
3. Tiger Global Four JD Holdings 8,582,112 12.29 -
4. Sequoia III 6,608,784 9.46 -
5. Tiger Global Five Indian Holdings 5,321,008 7.62 -
6. Sequoia I 3,116,881 4.46 -
7. Sequoia II 3,116,881 4.46 -
8. V. Krishnan 2,047,509 2.93 -
9. Ramani Iyer 2,033,285 2.91 -
10. SAPV 1,104,793 1.58 -
TOTAL 67,040,154 95.97
*
Includes 580,836 Equity Shares held jointly with V. Krishnan which were transferred by V.S.S. Mani to joint-holding on March 25, 2011.

(c) As of two years prior to the date of this Red Herring Prospectus:

Sr. Name of the shareholder No. of Equity Shares Percentage Convertible instruments
No held (%) held
.
1. V. S. S. Mani 22,313,944 42.99 One Preference Shares
Series B converted into one
Equity Share
2. Sequoia III 6,608,784 12.73 -
3. Tiger Global Four JD 6,567,960 12.65 34,169 Preference Shares
Holdings Series A converted into
34,169 Equity Shares
4. Tiger Global Five Indian 5,321,008 10.25 -
Holdings
5. SAIF 4,839,744 9.32 159,598 Preference Shares
Series A converted into
159,598 Equity Shares
6. V. Krishnan 2,584,272 4.98 -
7. Ramani Iyer 2,197,048 4.23 -
8. Anita Mani 544,712 1.05 -
9. Koora Srinivas 117,040 0.23 -
10. Ajay Mohan 75,040 0.14 -
Shyam S. Khattar 75,040 0.14 -
TOTAL 51,244,592 98.71

14. Employee Stock Option Plan

The employee stock options of our Company have been granted under three employee stock option schemes;
namely Just Dial Employee Stock Option Scheme, 2007 (“ESOP 2007”), Just Dial Employee Stock Option
Scheme, 2008 (“ESOP 2008”) and Just Dial Employee Stock Option Scheme, 2010 (“ESOP 2010”) (collectively,
“ESOP Schemes”). The ESOP Schemes are not in compliance with the provisions of the SEBI ESOP Guidelines
and our Company does not intend to grant any further options under the ESOP Schemes. The options remaining to
be granted under ESOP 2008 and 2010 shall stand lapsed. The details of the ESOP schemes of our Company are as
follows:

93
a) Just Dial Employee Stock Option Scheme 2007 (“ESOP 2007”)

Our Company instituted ESOP 2007 on March 29, 2007, pursuant to resolutions dated February 26, 2007 and
March 20, 2007, passed by our Board and Shareholders, respectively. The objective of ESOP 2007 was to create a
sense of ownership within the organization and to reward the employees and our Directors and those of our
subsidiaries and motivate them to drive company value.

The Shareholders of our Company in their meeting held on March 20, 2007 had approved the grant of 10,616
options convertible into 10,616 Equity Shares, pursuant to which our Company granted 9,400 options during
Fiscal 2007, convertible into 9,400 Equity Shares, which represents 0.014% of the paid-up equity capital of our
Company as of December 31, 2012. The remaining 1,216 options which were not granted under ESOP 2007 were
transferred to ESOP 2008, pursuant to a resolution dated September 2, 2008 passed by our Board. Out of the 9,400
options (Pool 1) granted during fiscal 2007 under ESOP 2007, 7,975 options have been exercised and converted
into 7,975 Equity Shares and the remaining 1,425 options have lapsed. Pursuant to a resolution dated March 22,
2010 passed by our Board, 1,425 options which had lapsed under ESOP 2007, were transferred to ESOP 2008.
The following table sets forth the particulars of the options granted under ESOP 2007 as of the date of filing of this
Red Herring Prospectus:

Particulars Details
Options granted 9,400 during Fiscal 2007 (Pool 1)
The pricing formula Under ESOP 2007, Equity Shares
pursuant to exercise of the options were
issued at face value, i.e., ` 10
Exercise price of options (as on the date of grant of options) ` 10
Total options vested 7,975
Options exercised 7,975
Total number of Equity Shares that would arise as a result of full 7,975 (net of options forfeited/ lapsed/
exercise of options already granted cancelled)
Options forfeited/lapsed/cancelled 1,425(1)
Variation in terms of options Nil
Money realised by exercise of options ` 79,750
Options outstanding (in force) Nil
Person wise details of options granted to
(i) Directors, key management employees and other management Please see Note 1 below
personnel
(ii) Any other employee who received a grant in any one year of Please see Note 2 below
options amounting to 5% or more of the options granted during
the year
(iii) Identified employees who are granted options, during any one Nil
year equal to exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of our Company at the
time of grant
Fully diluted EPS on a pre-Offer basis on exercise of options calculated N.A.
in accordance with Accounting Standard (AS) 20 ‘Earning Per Share’
Difference between employee compensation cost using the intrinsic ` 28,272
value method and the employee compensation cost that shall have been
recognised if our Company had used fair value of options and impact of Impact on profit: Profit would be less
this difference on profits and EPS of our Company for the nine month by ` 28,272
period ended December 31, 2012
Impact on EPS (basic): ` 0

Impact on EPS (diluted): ` 0

Weighted-average exercise prices and weighted-average fair values of Weighted average exercise price (as on
options shall be disclosed separately for options whose exercise price the date of grant) – ` 10
either equals or exceeds or is less than the market price of the stock for Weighted average fair value (as on the

94
 Particulars Details
fiscal 2012 date of grant)– ` 1,693
Description of the method and significant assumptions used during the Our Company has adopted the Black
year to estimate the fair values of options, including weighted-average Scholes method to estimate the fair
information, namely, risk-free interest rate, expected life, expected value of the options with the following
volatility, expected dividends and the price of the underlying share in assumptions:
market at the time of grant of the option i. Risk free interest rate: 7.64%,
7.96%, 8.22% and 8.28% for
each of four vesting dates;
ii. Expected life: seven years;
iii. Expected volatility: Nil
iv. Expected dividends: Nil
v. Price of underlying share in
market at the time of grant of
option: NA
Vesting schedule The options vested in four equal
installments on March 29, 2007, March
1, 2008, March 1, 2009 and March 1,
2010
Lock-in The Equity Shares allotted pursuant to
the exercise of options granted under
ESOP 2007 was subject to lock-in for a
period of one year from the date of
vesting of the options or 15 days from
the date of exercise of the options,
whichever is later.
Impact on profits and EPS of the last three years if our Company had Impact on profits
followed the accounting policies specified in clause 13 of the SEBI
ESOP Guidelines in respect of options granted in the last three years Fiscal 2012: ` 0

Fiscal 2011: ` 0

Fiscal 2010: ` 854,560

Impact on Basic EPS

Fiscal 2012: ` 0

Fiscal 2011: ` 0

Fiscal 2010: ` 0

Impact on Diluted EPS

Fiscal 2012: ` 0

Fiscal 2011: ` 0

Fiscal 2010: ` 0
Intention of the holders of equity shares allotted on exercise of options Nil
to sell their shares within three months after the listing of Equity Shares
pursuant to the Offer
Intention to sell equity shares arising out of the exercise of shares Nil
granted under ESOP 2007 within three months after the listing of equity
shares by directors, senior managerial personnel and employees

95
 Particulars Details
amounting to more than 1% of the issued capital (excluding outstanding
warrants and conversions)
(1)
These 1,425 options have been transferred to ESOP 2008, pursuant to a resolution dated March 22, 2010 passed by our Board of
Directors.

Note 1: Details regarding options granted to our Directors and key management personnel and other
management personnel are set forth below under ESOP 2007:

Name of director/ key Total No. of options No. of options Total No. of options
management granted exercised outstanding
personnel/other
management personnel
Koora Srinivas 600 600 Nil

Note 2: Employees who received a grant in any one year of options amounting to 5% or more of the options
granted during the year under ESOP 2007:

Name of Employee No. of options granted

Ajay Mohan 600
Koora Srinivas 600
Madhu Nair 500
Murlidhar Nayak 500
Rajesh Ramlal Dembla 600
Shyam S. Khattar 600

b) Just Dial Employee Stock Option Scheme 2008 (“ESOP 2008”)

Our Company instituted ESOP 2008 on July 14, 2008, pursuant to resolutions dated July 14, 2008 and July 23,
2008, passed by our Board and Shareholders, respectively. The objective of ESOP 2008 was to provide an
incentive to attract employees, reward them and enhance their motivation, to enable employees to participate in the
long term growth and financial success of our Company and to act as a mechanism for the retention of employees.

The Shareholders of our Company in their meeting held on July 23, 2008 had approved the grant of 11,170 options
during Fiscal 2009, convertible into 11,170 Equity Shares and in their meeting held on March 22, 2010, approved
the grant of an additional 6,975 options during Fiscal 2010, convertible into 6,975 Equity Shares under ESOP
2008. Further, pursuant to the resolutions dated September 2, 2008 and March 22, 2010 passed by our Board, an
aggregate of 2,641 options were transferred to ESOP 2008 from ESOP 2007. Accordingly, an aggregate of 20,786
options were available for grant under ESOP 2008, out of which, our Company granted 11,170 options (Pool 2)
during Fiscal 2009 and 400 options (Pool 3) and 6,975 options (Pool 4) during Fiscal 2010 aggregating to 18,545
options convertible into 18,545 Equity Shares, which represents 0.027% of the paid-up equity capital of our
Company as of December 31, 2012. From the 18,545 options granted under ESOP 2008, 18,265 options have been
exercised and converted into 18,265 Equity Shares and the remaining 280 options have lapsed. The following table
sets forth the particulars of the options granted under ESOP 2008 as of the date of filing of this Red Herring
Prospectus:

Particulars Details
Options granted 18,545 options consisting of :

 11,170 options granted during

Fiscal 2009 (“Pool 2”),

 400 options granted during Fiscal

2010 (“Pool 3”), and

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 Particulars Details
 6,975 options granted during
Fiscal 2010 (“Pool 4”)
The pricing formula Under ESOP 2008, Equity Shares
pursuant to exercise of the options were
issued at face value, i.e., ` 10
Exercise price of options (as on the date of grant of options)  Pool 2 - ` 4,595 per option
 Pool 3 - ` 4,500 per option
 Pool 4 - ` 10 per option
Total options vested 18,265
Options exercised 18,265
Total number of Equity Shares that would arise as a result of full 18,265 (net of options forfeited/ lapsed/
exercise of options already granted cancelled)
Options forfeited/lapsed/cancelled 280
Variation in terms of options NA
Money realised by exercise of options ` 51,935,900
Options outstanding (in force) Nil
Person wise details of options granted to
(i) Directors, key management employees and other management Please see Note 1 below
personnel
(ii) Any other employee who received a grant in any one year of Please see Note 2 below
options amounting to 5% or more of the options granted during
the year
(iii) Identified employees who are granted options, during any one Please see Note 3 below
year equal to exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of our Company at the
time of grant
Fully diluted EPS on a pre-Offer basis on exercise of options calculated ` 6.89 (As on December 31, 2012) (as
in accordance with Accounting Standard (AS) 20 ‘Earning Per Share’ per the restated unconsolidated
summary statements)

` 8.13 (As on March 31, 2012) (as per

the restated consolidated summary
statements)
Difference between employee compensation cost using the intrinsic ` 1,031,561
value method and the employee compensation cost that shall have been
recognised if our Company had used fair value of options and impact of Impact on profit: Profit would be less
this difference on profits and EPS of our Company for the nine month by ` 1,031,561
period ended December 31, 2012
Impact on EPS (basic): ` 0

Impact on EPS (diluted): ` 0

Weighted-average exercise prices and weighted-average fair values of Weighted average exercise price of
options shall be disclosed separately for options whose exercise price options where exercise price is less
either equals or exceeds or is less than the market price of the stock for than fair value (as on the date of grant):
fiscal 2012 ` 10

Weighted average exercise price of

options whether exercise price is more
than the fair value (as on the date of
grant): ` 4,591.72

Weighted average fair value of options

where exercise price is less than fair

97
 Particulars Details
value (as on the date of grant): ` 2,094

Weighted average fair value of options

where exercise price is more than the
fair value (as on the date of grant): `
64.70
Description of the method and significant assumptions used during the Our Company has adopted the Black
year to estimate the fair values of options, including weighted-average Scholes method to estimate the fair
information, namely, risk-free interest rate, expected life, expected value of the options with the following
volatility, expected dividends and the price of the underlying share in assumptions:
market at the time of grant of the option
For Pool 2:
i. Risk free interest rate: 7.87%;
ii. Expected life: seven years;
iii. Expected volatility: Nil
iv. Expected dividends: Nil
v. Price of underlying share in market
at the time of grant of option: NA

Pool 3:
i. Risk free interest rate: 7.67%;
ii. Expected life: seven years;
iii. Expected volatility: Nil
iv. Expected dividends: Nil
v. Price of underlying share in market
at the time of grant of option: NA

Pool 4:
i. Risk free interest rate: 7.58%;
ii. Expected life: seven years;
iii. Expected volatility: Nil
iv. Expected dividends: Nil
v. Price of underlying share in market
at the time of grant of option: NA
Vesting schedule Please see Note 4 below
Lock-in The Equity Shares allotted pursuant to
the exercise of options granted under
ESOP 2008 was subject to lock-in for a
period of one year from the date of
vesting of the options or 15 days from
the date of exercise of the options,
whichever is later.
Impact on profits and EPS of the last three years if our Company had Impact on profits
followed the accounting policies specified in clause 13 of the SEBI
ESOP Guidelines in respect of options granted in the last three years Fiscal 2012: ` 0

Fiscal 2011: ` 0

Fiscal 2010: ` 13,119,975

Impact on Basic EPS

Fiscal 2012: ` 0

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 Particulars Details
Fiscal 2011: ` 0

Fiscal 2010: ` 0

Impact on Diluted EPS

Fiscal 2012: ` 0

Fiscal 2011: ` 0

Fiscal 2010: ` 0
Intention of the holders of equity shares allotted on exercise of options Nil
to sell their shares within three months after the listing of Equity Shares
pursuant to the Offer
Intention to sell equity shares arising out of the exercise of shares Nil
granted under ESOP 2008 within three months after the listing of equity
shares by directors, senior managerial personnel and employees
amounting to more than 1% of the issued capital (excluding outstanding
warrants and conversions)

Note 1: Details regarding options granted to our Directors and key management personnel and other
management personnel are set forth below under ESOP 2008:

Name of director/ key Total No. of options No. of options Total No. of options
management personnel/ granted exercised outstanding
other management
personnel
Sandipan Chattopadhyay 11,170 11,170* -
Koora Srinivas 850 850 -
* Pursuant to loan agreement dated June 5, 2012, our Promoter, V.S.S. Mani has provided a loan of ` 30.00 million to Sandipan
Chattopadhyay for the purpose of exercising the employee stock options granted to him by our Company under ESOP 2008. This loan
has been repaid by Sandipan Chattopadhyay.

Note 2: Employees who received a grant in any one year of options amounting to 5% or more of the options
granted during the year under ESOP 2008:

Name of Employee No. of options granted

Sandipan Chattopadhyay 11,170
Koora Srinivas 850

Note 3: Employees who are granted options, during any one year equal to exceeding 1% of the issued
capital (excluding outstanding warrants and conversions) of our Company at the time of grant under ESOP
2008:

Name of Employee No. of options granted

Sandipan Chattopadhyay 11,170

Note 4: Vesting schedule of the options granted under ESOP 2008:

Date of vesting Percentage of options granted under ESOP 2008

(%)*
Pool 2 Pool 3 Pool 4
Immediately upon grant of the options - - 100

99
 Date of vesting Percentage of options granted under ESOP 2008
(%)*
Pool 2 Pool 3 Pool 4
March 31, 2010 10 - -
March 31, 2011 20 10 -
March 31, 2012 30 20 -
March 31, 2013 40 30 -
March 31, 2014** - 40 -
*
Pool 2 consists of 11,170 options granted under ESOP 2008, Pool 3 consists of 400 options granted under ESOP 2008 and Pool 4 consists
of 6,975 options granted under ESOP 2008.
**
All Equity Shares granted under ESOP 2008 have been exercised or have been forfeited, lapsed or cancelled. Accordingly, no further
Equity Shares will be granted under ESOP 2008.

c) Just Dial Employee Stock Option Scheme 2010 (“ESOP 2010”)

Our Company instituted ESOP 2010 on April 1, 2010, pursuant the resolutions dated April 1, 2010 and April 24,
2010, passed by our Board and Shareholders, respectively. The objective of ESOP 2010 was to provide an
incentive to attract employees, reward them and enhance their motivation, to enable employees to participate in the
long term growth and financial success of our Company and to act as a mechanism for the retention of employees.

The Shareholders of our Company in their meeting held on April 24, 2010 had approved the grant of 2,000,000
options convertible into 2,000,000 Equity Shares pursuant to which our Company granted 82,936 options (Pool 5)
during Fiscal 2011, 640,727 options (Pool 6) during Fiscal 2011, 155,176 options (Pool 6) during Fiscal 2011,
138,525 options (Pool 6) during Fiscal 2011 and 10,311 options (Pool 6) during Fiscal 2012 aggregating to
1,027,675 options, convertible into 1,027,675 Equity Shares, which represents 1.48% of the paid-up equity capital
of our Company as of December 31, 2012. Out of the 1,027,675 options granted under ESOP 2010, 278,857
options have been exercised and converted into 278,857 Equity Shares, 676,255 options are outstanding and
72,563 options have lapsed. The following table sets forth the particulars of the options granted under ESOP 2010
as of the date of filing of this Red Herring Prospectus:

Particulars Details
Options granted 1,027,675 options consisting of:

 82,936 options granted during

Fiscal 2011 (“Pool 5”), and

 640,727 options granted during

Fiscal 2011, 155,176 options
granted during Fiscal 2011,
138,525 options granted during
Fiscal 2011and 10,311 options
granted during Fiscal 2012
(collectively “Pool 6”)
The pricing formula Under ESOP 2010, Equity Shares
pursuant to exercise of the options were
issued at face value, i.e., ` 10
Exercise price of options (as on the date of grant of options)  Pool 5 - ` 80 per option
 640,727 options out of Pool 6 – `
80 per option
 155,176 options out of Pool 6 - `
10 per option
 138,525 options out of Pool 6 – `
80 per option
 10,311 options out of Pool 6 – ` 80
per option

100
 Particulars Details
Total options vested 345,528
Options exercised 278,857
Total number of Equity Shares that would arise as a result of full 955,112 (net of options forfeited/
exercise of options already granted lapsed/ cancelled)
Options forfeited/lapsed/cancelled 72,563
Variation in terms of options NA
Money realised by exercise of options ` 19,049,850
Options outstanding (in force) 676,255
Person wise details of options granted to
(i) Directors, key management employees and other management Please see Note 1 below
personnel
(ii) Any other employee who received a grant in any one year of Please see Note 2 below
options amounting to 5% or more of the options granted during
the year
(iii) Identified employees who are granted options, during any one NA
year equal to exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of our Company at the
time of grant
Fully diluted EPS on a pre-Offer basis on exercise of options calculated ` 6.89 (As on December 31, 2012) (as
in accordance with Accounting Standard (AS) 20 ‘Earning Per Share’ per the restated unconsolidated
summary statements)

` 8.13 (As on March 31, 2012) (as per

the restated consolidated summary
statements)
Difference between employee compensation cost using the intrinsic ` 5,232,767
value method and the employee compensation cost that shall have been
recognised if our Company had used fair value of options and impact of Impact on profit: Profit would be less
this difference on profits and EPS of our Company for the nine month by ` 5,232,767
period ended December 31, 2012
Impact on EPS (basic): 0.08

Impact on EPS (diluted): 0.08

Weighted-average exercise prices and weighted-average fair values of Weighted average exercise price (as on
options shall be disclosed separately for options whose exercise price the date of grant): ` 69
either equals or exceeds or is less than the market price of the stock for
fiscal 2012 Weighted average fair value (as on the
date of grant): ` 37
Description of the method and significant assumptions used during the Our Company has adopted the Black
year to estimate the fair values of options, including weighted-average Scholes method to estimate the fair
information, namely, risk-free interest rate, expected life, expected value of the options with the following
volatility, expected dividends and the price of the underlying share in assumptions:
market at the time of grant of the option
i. Risk free interest rate: 7.74%,
7.69%, 7.66% and 7.66% for each
of the four vesting dates;
ii. Expected life: seven years;
iii. Expected volatility: Nil
iv. Expected dividends: Nil
v. Price of underlying share in market
at the time of grant of option: NA
Vesting schedule Pool 5:
i. 25% on April 30, 2011;
ii. 25% on April 30, 2012;

101
 Particulars Details
iii. 25% on April 30, 2013;
iv. 25% on April 30, 2014;

640,727 options out of Pool 6:

i. 10% on July 31, 2011;
ii. 20% on July 31, 2012;
iii. 30% on July 31, 2013;
iv. 40% on July 31, 2014;

155,176 options out of Pool 6:

i. 10% on October 31, 2011;
ii. 20% on October 31, 2012;
iii. 30% on October 31, 2013;
iv. 40% on October 31, 2014;

138,525 options out of Pool 6:

i. 10% on December 31, 2011;
ii. 20% on December 31, 2012;
iii. 30% on December 31, 2013;
iv. 40% on December 31, 2014;

10,311 options out of Pool 6:

i. 10% on March 31, 2012;
ii. 20% on March 31, 2013;
iii. 30% on March 31, 2014;
iv. 40% on March 31, 2015;
Lock-in NA
Impact on profits and EPS of the last three years if our Company had Impact on profits
followed the accounting policies specified in clause 13 of the SEBI
ESOP Guidelines in respect of options granted in the last three years Fiscal 2012: ` 5,598,746

Fiscal 2011: ` 3,239,525

Fiscal 2010: ` 0

Impact on Basic EPS

Fiscal 2012: ` 0.18

Fiscal 2011: ` 0.13

Fiscal 2010: ` 0.02

Impact on Diluted EPS

Fiscal 2012: ` 0.15

Fiscal 2011: ` 0.10

Fiscal 2010: ` 0
Intention of the holders of equity shares allotted on exercise of options Nil
to sell their shares within three months after the listing of Equity Shares
pursuant to the Offer
Intention to sell equity shares arising out of the exercise of shares Nil

102
 Particulars Details
granted under ESOP 2010 within three months after the listing of equity
shares by directors, senior managerial personnel and employees
amounting to more than 1% of the issued capital (excluding outstanding
warrants and conversions)

Note 1: Details regarding options granted to our Directors and key management personnel and other
management personnel are set forth below under ESOP 2010:

Name of director/ key Total No. of options No. of options Total No. of options
management personnel / granted exercised outstanding
other management
personnel
Ramkumar Krishnamachari 155,176 46,553 108,623
Koora Srinivas 45,976 34,482 11,494
Shreos Roy Chowdhury 35,000 10,500 24,500
Sachin Jain 4,000 1,200 2,800

Note 2: Employees who received a grant in any one year of options amounting to 5% or more of the options
granted during the year under ESOP 2010:

Name of Employee No. of options granted

Ramkumar Krishnamachari 155,176

15. Other than the Safety Net Scheme, our Company, our Directors and the BRLMs have not entered into any
buy-back and/or standby arrangements or any safety net arrangement for purchase of Equity Shares from
any person. For details of the Safety Net Scheme, please see the section “Safety Net Arrangement” on page
373.

16. The details of the Equity Shares issued by our Company during a period of one year preceding the date of
this Red Herring Prospectus at a price which may be lower than the Offer Price are provided in the
following table:

Sr. No. Name of Date of Issue No. of Equity Issue price Reason
Person/Entity Shares (`)
1. SAIF May 11, 2012 159,598(1) - Allotted pursuant to
conversion of Preference
Shares Series A.
2. Tiger Global Four JD May 11, 2012 35,967(1) - Allotted pursuant to
Holdings conversion of Preference
Shares Series A.
3. V.S.S. Mani(2) May 11, 2012 1(1) - Allotted pursuant to
conversion of Preference
Shares Series B.
4. EGCS May 11, 2012 484,030(1) - Allotted pursuant to
conversion of Preference
Shares Series C.
5. SAPV May 11, 2012 484,030(1) - Allotted pursuant to
conversion of Preference
Shares Series C.
6. SAIF May 11, 2012 8,777,890 - Allotment on account of
the bonus issue in the
ratio 55:1, undertaken on
April 24, 2010, upon
conversion of Preference

103
Sr. No. Name of Date of Issue No. of Equity Issue price Reason
Person/Entity Shares (`)
Shares Series A
7. Tiger Global Four JD May 11, 2012 1,978,185 - Allotment on account of
Holdings the bonus issue in the
ratio 55:1, undertaken on
April 24, 2010, upon
conversion of Preference
Shares Series A
8. Ramkumar June 11, 2012 15,518 10 Allotted pursuant to
Krishnamachari exercise of options
granted under ESOP
2010
9. Sandipan June 11, 2012 368,610 - Allotment on account of
Chattopadhyay the bonus issue in the
ratio 55:1 undertaken on
April 24, 2010 upon
exercise of options
granted under ESOP
2008
10. Shakeeb Shaikh June 11, 2012 6,600 - Allotment on account of
the bonus issue in the
ratio 55:1 undertaken on
April 24, 2010 upon
exercise of options
granted under ESOP
2008.
11. Certain employees of June 11, 2012 66,402 80 Allotted pursuant to
our Company exercise of options
granted under ESOP
2010
12. Sequoia I July 21, 2012 2,568,243 488.66 Allotted pursuant to share
subscription agreement
dated June 21, 2012
between Sequoia I,
Sequoia II and our
Company.
13. Sequoia II July 21, 2012 2,568,243 488.66 Allotted pursuant to share
subscription agreement
dated June 21, 2012
between Sequoia I,
Sequoia II and our
Company.
14. Certain employees of September 28, 15,953 80 Allotted pursuant to
our Company 2012 exercise of options
granted under ESOP
2010
15. Certain employees of January 23, 28,029 80 Allotted pursuant to
our Company 2013 exercise of options
granted under ESOP
2010
16. Ramkumar January 23, 31,035 10 Allotted pursuant to
Krishnamachari 2013 exercise of options
granted under ESOP
2010

104
 Sr. No. Name of Date of Issue No. of Equity Issue price Reason
Person/Entity Shares (`)
17. Certain employees of April 3, 2013 97,744 80 Allotted pursuant to
our Company exercise of options
granted under ESOP
2010
18. Sandipan April 3, 2013 245,740 - Allotment on account of
Chattopadhyay the bonus issue in the
ratio 55:1 undertaken on
April 24, 2010 upon
exercise of options
granted under ESOP
2008
19. Certain employees of May 4, 2013 21,376 80 Allotted pursuant to
our Company exercise of options
granted under ESOP
2010
(1)
Equity Shares allotted upon conversion of Preference Shares. In accordance with the terms of the amended and restated shareholders’
agreement dated May 23, 2011, Preference Shares were converted into Equity Shares in the ratio of 1:1 without payment of any
additional conversion price. Accordingly, no additional consideration was paid at the time of conversion of the Preference Shares into
Equity Shares.
(2)
V.S.S. Mani is one of the Promoters of our Company.

17. Except as stated below, none of our Promoters, Promoter Group, our Directors and the immediate relatives
of our Directors have purchased or sold any Equity Shares during a period of six months preceding the date
of filing of the Draft Red Herring Prospectus with SEBI:

Sr. No. Name of the Director/ Date of the No. of Transfer Nature of Transaction
Promoters/ Promoter Transaction Equity price (`)
Group Shares
1. V.S.S. Mani August 8, 2012 548,638 488.66 Sale to Sequoia I
2. V.S.S. Mani August 8, 2012 433,638 488.66 Sale to Sequoia II
3. V. Krishnan August 8, 2012 373,000 488.66 Sale to SAPV

18. Except as stated below, none of our Promoter, Promoter Group or our Directors have purchased/subscribed
to any securities of our Company within three years immediately preceding the date of registering this Red
Herring Prospectus with the RoC which in aggregate is equal to or greater than 1% of pre-Offer capital of
our Company:

Sr. No. Name of the Promoter/ Date Nature of No. of % of

shareholder Promoter Group/ transactio shares pre-
Director n purchased/ Offer
subscribed paid-
up
capital
1. V.S.S. Mani Promoter April 24, Allotment 22,295,790 31.92
2010 pursuant to
bonus
issue
May 11, Allotment 1 0.00
2012 pursuant to
conversion
of
Preference
Shares
Series B

105
Sr. No. Name of the Promoter/ Date Nature of No. of % of
shareholder Promoter Group/ transactio shares pre-
Director n purchased/ Offer
subscribed paid-
up
capital
Total 22,295,794 31.92
2. Ramani Iyer Promoter April 24, Allotment 2,157,815 3.09
2010 pursuant to
bonus
issue
Total 2,157,815 3.09
3. V. Krishnan Promoter April 24, Allotment 2,157,815 3.09
2010 pursuant to
bonus
issue
Total 2,157,815 3.09

Further, except as stated below, none of our Promoter, Promoter Group or our Directors have sold any
securities of our Company within three years immediately preceding the date of registering this Red
Herring Prospectus with the RoC which in aggregate is equal to or greater than 1% of pre-Offer capital of
our Company:

Sr. No. Name of the Promoter/ Date Nature of No. of % of

shareholder Promoter Group/ transaction shares pre-
Director purchased Offer
/ paid-
subscribed up
capital
1. V.S.S. Mani Promoter August 8, Sale to 548,638 0.79
2012 Sequoia I
August 8, Sale to 433,638 0.62
2012 Sequoia II
Total 982,276 1.41

19. Our Company has not issued any Equity Shares out of revaluation reserves.

20. Except as stated under “Share Capital History of our Company” on page 79, our Company has not issued
any Equity Shares pursuant to any scheme approved under the sections 391-394 of the Companies Act.

21. None of the BRLMs or any associates of the BRLMs hold any Equity Shares in our Company.

22. An oversubscription to the extent of 10% of the Offer can be retained for the purposes of rounding off to
the nearer multiple of minimum allotment lot.

23. All Equity Shares will be fully paid up at the time of Allotment failing which no Allotment shall be made.

24. Our Promoter Group, our Directors or the relatives of our Directors have not financed the purchase by any
other person of securities of our Company, other than in the normal course of the business of the financing
entity, during the six months preceding the date of filing of the Draft Red Herring Prospectus, except as
mentioned below:

Pursuant to loan agreement dated June 5, 2012, our promoter, V.S.S. Mani has provided a loan of ` 30.00
million to Sandipan Chattopadhyay, one of our key management personnel, for the purpose of exercising
certain employee stock options granted to him by our Company under the Just Dial Employee Stock Option

106
 Scheme 2008. This loan has been repaid by Sandipan Chattopadhyay. For the details of the employee stock
options granted to Sandipan Chattopadhyay, please see the section “Capital Structure – Employee Stock
Option Plan – Just Dial Employee Stock Option Scheme 2008” on page 96.

25. There are 676,255 options outstanding under the ESOP Schemes of our Company which are convertible
into 676,255 Equity Shares.

26. Except as stated in note 25 above, there will not be any further issue of Equity Shares, whether by way of
issue of bonus Equity Shares, preferential allotment, rights issue or in any other manner during the period
commencing from submission of the Draft Red Herring Prospectus with SEBI until the Equity Shares have
been listed.

27. Other than as mentioned in note 25 above, there are no outstanding warrants, options or rights to convert
debentures, loans or other instruments convertible into the Equity Shares.

28. Other than exercise of the options granted pursuant to the ESOP Schemes and their consequent conversion
into Equity Shares, our Company presently does not intend or propose to alter the capital structure for a
period of six months from the Bid/Offer Opening Date, by way of split or consolidation of the
denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible
into or exchangeable, directly or indirectly for Equity Shares) whether on a preferential basis or issue of
bonus or rights or further public issue of specified securities or qualified institutions placement or
otherwise. However, if our Company enters into acquisitions, joint ventures or other arrangements, our
Company may, subject to necessary approvals, consider raising additional capital to fund such activity or
use Equity Shares as currency for acquisitions or participation in such joint ventures.

29. Our Company shall Allot at least 75% of the Offer to QIBs on a proportionate basis, provided that our
Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis. 5% of
the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate
basis to Mutual Funds only and the remaining QIB Portion shall be available for allocation on a
proportionate basis to the QIB Bidders (other than Anchor Investors) including Mutual Funds subject to
valid Bids being received at or above the Offer Price. Further, not more than 15% of the Offer will be
available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the
Offer will be available for allocation to Retail Individual Bidders in accordance with the SEBI Regulations,
subject to valid Bids being received from them at or above the Offer Price. Under-subscription, if any, in
any category, except in the QIB category, would be allowed to be met with spill over from any other
category or a combination of categories at the discretion of our Company and the Selling Shareholders, in
consultation with the BRLMs and the Designated Stock Exchange. At least 75% of the Offer shall be
Allotted to QIBs, and in the event that at least 75% of the Offer cannot be Allotted to QIBs, the entire
application money shall be refunded forthwith.

30. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our
Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time
to time.

107
 OBJECTS OF THE OFFER

The objects of the Offer are to achieve the benefits of listing the Equity Shares on the Stock Exchanges and to
carry out the sale of 17,497,458 Equity Shares by the Selling Shareholders. The listing of the Equity Shares will
enhance our brand name and provide liquidity to the existing shareholders. Listing will also provide a public
market for the Equity Shares in India. Our Company will not receive any proceeds from the Offer.

Offer Expenses

The Offer related expenses consist of listing fees, underwriting fees, selling commission, fees payable to the
BRLMs, legal counsel, Bankers to the Offer including processing fee to the SCSBs for processing Bid cum
Application Forms submitted by the ASBA Bidders procured by the BRLMs and submitted to the SCSBs, Escrow
Bankers and Registrars to the Offer, printing and stationery expenses, advertising and marketing expenses and all
other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges. All expenses
with respect to the Offer will be paid by and shared between the Selling Shareholders. Payments, if any, made by
our Company in relation to the Offer shall be on behalf of the Selling Shareholders and such payments will be
reimbursed by the Selling Shareholders to our Company. The break-up for the Offer expenses is as follows:

Activity Expense* Expense* Expense*

(` in million) (% of total expenses) (% of the Offer
size)
Book Running Lead Managers [] [] []
Registrar to the Offer [] [] []
Advisors [] [] []
Bankers to the Offer [] [] []
Underwriting commission, brokerage [] [] []
and selling commission
IPO Grading Expenses [] [] []
Listing Expenses [] [] [●]
Printing and Distribution [] [] []
Advertising and Marketing [] [] []
Others, if any (specify) [] [] []
Total estimated Offer expenses [] [] []
* Will be completed after finalisation of the Offer Price.

Commission payable to the Registered Brokers

The commission payable to the Registered Brokers shall be as specified below:

Size of the Bid cum Application Form Commission payable

` 10,000 to ` 100,000 ` 10 per Bid cum Application Form on valid Bids
Greater than ` 100,000 ` 15 per Bid cum Application Form on valid Bids
The total commission to be paid to the Registered Brokers for the Bid cum Applications Forms procured by them,
which are considered eligible for allotment in the Offer, shall be capped at ` 0.75 million (the “Maximum
Brokerage”). In case the total commission payable to the Registered Brokers exceeds the Maximum Brokerage,
then the amount paid to the Registered Brokers would be proportionately adjusted such that the total commission
payable to them does not exceed the Maximum Brokerage. The quantum of commission payable to Registered
Brokers is determined on the basis of Bid cum Applications Forms. The terminal from which the Bid has been
uploaded will be taken into account in order to determine the commission payable to the relevant Registered
Broker.

108
Monitoring of Utilization of Funds

Since the Offer is an offer for sale and our Company will not receive any proceeds from the Offer, our Company is
not required to appoint a monitoring agency for the Offer.

109
 BASIS FOR OFFER PRICE

The Offer Price of ` [●] will be determined by our Company and the Selling Shareholders in consultation with the
BRLMs, on the basis of assessment of market demand and on the basis of the following qualitative and
quantitative factors for the Equity Shares offered by way of the Book Building Process. The face value of the
Equity Shares is ` 10 and the Offer Price is [●] times the face value at the lower end of the Price Band and [●]
times the face value at the higher end of the Price Band.

Investors should also refer to the sections “Our Business”, “Risk Factors” and “Financial Statements” on pages
134, 15 and 187, respectively, to have an informed view before making an investment decision.

Qualitative Factors

Some of the qualitative factors which form the basis for computing the Offer Price are:

 We have a first mover advantage in the local search market in India;

 Strong brand recognition;
 Direct and personal relationship with SMEs;
 Experience and expertise of our management in the local Indian market ; and
 We provide our services across multiple platforms using our proprietary and award-winning technology.

For further details, refer to “Our Business” and “Risk Factors” on pages 134 and 15 respectively.

Quantitative Factors

Subsequent to the nine month period ended December 31, 2012:

 On January 23, 2013, our Company issued 28,029 Equity Shares to certain employees pursuant to
exercise of the options granted to them.

 On January 23, 2013, our Company issued 31,035 Equity Shares to Ramkumar Krishnamachari pursuant
to exercise of the options granted to him.

 On April 3, 2013, our Company issued 97,744 Equity Shares to certain employees pursuant to exercise of
the options granted to them.

 On April 3, 2013, our Company issued 4,468 Equity Shares and 245,740 bonus Equity Shares to
Sandipan Chattopadhyay pursuant to exercise of the options granted to him. These bonus Equity Shares
were issued on account of the bonus issue in the ratio of 55:1, undertaken by our Company on April 24,
2010.

 On May 4, 2013, our Company issued 21,376 Equity Shares to certain employees pursuant to exercise of
the options granted to them.

The ratios mentioned in this section do not include the impact of these events subsequent to the balance sheet date,
including the impact due to preference dividend no longer payable.

Information presented in this section is derived from the restated summary statements.

Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:

1) Earnings Per Share (“EPS”)

As per the restated unconsolidated summary statements

110
Financial Period Basic EPS (`) Diluted EPS (`) Weight
Year ended March 31, 2010 2.93 2.93 1
Year ended March 31, 2011 4.75 4.60 2
Year ended March 31, 2012 8.93 7.78 3
Weighted Average 6.54 5.91
Nine month period ended December 31,
7.19 6.89 -
2012*
Note: EPS calculations have been done in accordance with Accounting Standard 20 -“Earning per share” issued by the Institute of Chartered
Accountants of India
*Not annualized and not comparable to full year EPS

As per the restated consolidated summary statements

Financial Period Basic EPS (`) Diluted EPS (`) Weight

Year ended March 31, 2010 2.74 2.74 1
Year ended March 31, 2011 4.72 4.57 2
Year ended March 31, 2012 9.37 8.13 3
Weighted Average 6.72 6.05
Note: EPS calculations have been done in accordance with Accounting Standard 20 -“Earning per share” issued by the Institute of Chartered
Accountants of India

2) Price Earnings Ratio (“P/E” Ratio)

P/E Ratio in relation to Price Band of ` [●] to ` [●] per Equity Share

P/E at the higher end of

P/E at the lower end of
Particulars Price Band (no. of
Price Band (no. of times)
times)
Based on Unconsolidated EPS for the nine month
[●] [●]
period ending December 31, 2012
Based on Unconsolidated EPS for Fiscal 2012 [●] [●]
Based on Unconsolidated Weighted Average EPS [●] [●]

P/E at the higher end of

P/E at the lower end of
Particulars Price Band (no. of
Price Band (no. of times)
times)
Based on Consolidated EPS for Fiscal 2012 [●] [●]
Based on Consolidated Weighted Average EPS [●] [●]

Peer Group P/E: We believe that none of the listed companies in India are engaged in our line of business.

3) Return on Net Worth (RoNW)* as per restated summary statements

As per the restated unconsolidated summary statements:

Particulars RONW % Weight

Year ended March 31, 2010 29.39% 1
Year ended March 31, 2011 30.21% 2
Year ended March 31, 2012 48.93% 3
Weighted Average 39.43%
Nine month period ended
December 31, 2012** 11.63% -
**Not annualized and not comparable to RONW for full year periods

111
As per the restated consolidated summary statements:

Particulars RONW % Weight

Year ended March 31, 2010 28.88% 1
Year ended March 31, 2011 30.72% 2
Year ended March 31, 2012 51.09% 3
Weighted Average 40.59%

* Return on net worth (%) (Considering outstanding financial instruments) = Net Profit after tax as restated / Net
worth at the end of the year including preference share capital.

There will be no change in the net worth post-Offer as the Offer is by way of offer for sale by the Selling
Shareholders.

4) Net Asset Value (“NAV”) Per Equity Share after considering the increased share capital (1)

Net Asset Value (after retrospective adjustment of bonus issue and outstanding financial instruments) per Equity
Share as of December 31, 2012 is ` 57.51 as per the restated unconsolidated summary statements.

After the Offer: [●]2

Offer Price: ` [●]3

(1)
Net asset value per share (`) after retrospective adjustment of bonus issue and outstanding financial instruments = Net worth at the end of
the period/year including preference share capital/ Total number of equity shares outstanding at the end of the period/year + Potential equity
shares on exercise of stock options as per guidance note on ESOP + Potential equity shares from convertible preference shares.
(2)
There will be no change in the net worth post-Offer as the Offer is by way of offer for sale by the Selling Shareholders.
(3)
Offer Price will be determined on the conclusion of the Book Building Process.

Comparison of Accounting Ratios with Industry Peers

We believe that none of the listed companies in India are engaged in our line of business. We have, however,
disclosed the Price / Earnings per share and Price / Book Value per share of companies with Internet-based
business models in the section “Risk Factors”. For details, please see the section “Risk Factors - Some of our
Company's previous valuation benchmarks were established at a significantly lower level as compared to the
current Offer Price” on page 20.

Since the Offer is being made through the Book Building Process, the Offer Price will be determined on the basis
of investor demand.

The face value of our Equity Shares is ` 10 each and the Offer Price is [●] times of the face value of our Equity
Shares.

The Offer Price of ` [●] has been determined by our Company and Selling Shareholders, in consultation with the
BRLMs on the basis of the demand from investors for the Equity Shares through the Book-Building Process and is
justified based on the above accounting ratios. For further details, please see the section “Risk Factors” on page 15
and the financials of our Company including important profitability and return ratios, as set out in the section
“Financial Statements” on page 187 to have a more informed view. The trading price of the Equity shares of our
Company could decline due to the factors mentioned in the section “Risk Factors” on page 15 and you may lose all
or part of your investments.

112
 STATEMENT OF TAX BENEFITS
STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS

April 17, 2013

To
The Board of Directors
Just Dial Limited
Palm Court Building M, 501/B
5th Floor, New Link Road
Besides Goregaon Sports Complex
Malad (W), Mumbai - 400064

Dear Sirs,

We hereby confirm that the enclosed annexure, prepared by Just Dial Limited (‘the Company’) states the possible
tax benefits available to the Company and the shareholders of the Company under the Income – tax Act, 1961
(‘Act’), the Wealth Tax Act, 1957 and the Gift Tax Act, 1958, presently in force in India. Several of these benefits
are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions
of the Act. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon
fulfilling such conditions, which based on the business imperatives, the company may or may not choose to fulfill.

The Finance Minister presented the Union Budget of India for the year 2013-14 on 28 February 2013. The Finance
Bill 2013 (“the Bill”) proposes certain amendments to the Income Tax Act, 1961 with effect from April 1, 2013,
unless otherwise stated. The said amendments have been incorporated to the extent relevant in the enclosed
annexure. It needs to be noted that the Bill is yet to be passed. Accordingly, the Finance Bill may undergo certain
changes before the final act is passed.

The Direct Tax Code (which will replace the Income Tax Act, 1961 and Wealth Tax Act, 1957) was proposed to
come into effect from April 1, 2013. As per the Budget Speech delivered by the Finance Minister on February 28,
2013, the Standing Committee on Finance has submitted its report to the Ministry of Finance and its
recommendations to the Direct Tax Code are being examined by the Ministry of Finance. Thus, it may undergo
changes by the time it is actually introduced and hence, at the moment, it is unclear when will it come into effect
and what effect the proposed Direct Tax Code would have on the Company and the investors.

The benefits discussed in the enclosed Annexure are not exhaustive and the preparation of the contents stated is
the responsibility of the Company’s management. We are informed that this statement is only intended to provide
general information to the investors and hence is neither designed nor intended to be a substitute for professional
tax advice. In view of the individual nature of the tax consequences, the changing tax laws, each investor is
advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their
participation in the issue.

Our confirmation is based on the information, explanations and representations obtained from the Company and
on the basis of our understanding of the business activities and operations of the Company.

We do not express and opinion or provide any assurance as to whether:

 the Company or its shareholders will continue to obtain these benefits in future; or
 the conditions prescribed for availing the benefits, where applicable have been/would be met.

For S. R. Batliboi & Associates LLP

Chartered Accountants
Firm Registration Number: 101049W

113
per Govind Ahuja
Partner
Membership No.: 48966
Mumbai

114
 ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO JUST DIAL
LIMITED AND ITS SHAREHOLDERS

Outlined below are the possible benefits available to the Company and its shareholders under the current direct tax
laws in India for the Financial Year 2013-2014.

A. Special Tax benefits available to the Company

No special tax benefit is available to the Company.

B. Benefits to the Company under the Act

1. General tax benefits

(a) Business income

The Company is entitled to claim depreciation on specified tangible and intangible assets owned by it and
used for the purpose of its business as per provisions of Section 32 of the Act. Business losses, if any, for
an assessment year can be carried forward and set off against business profits for 8 subsequent years.
Unabsorbed depreciation, if any, for an assessment year can be carried forward and set off against any
source of income in subsequent years as per provisions of Section 32 of the Act.

(b) MAT credit

 As per provisions of Section 115JAA of the Act, the Company is eligible to claim credit for Minimum
Alternate Tax (‘MAT’) paid for any assessment year commencing on or after April 1, 2006 against
normal income-tax payable in subsequent assessment years.

 MAT credit shall be allowed to be carried forward for any assessment year to the extent of difference
between the tax paid under Section 115JB and the tax payable as per the normal provisions of the Act for
that assessment year. Such MAT credit is available for set-off up to 10 years succeeding the assessment
year in which the MAT credit arises.

(c) Capital gains

(i) Computation of capital gains

 Capital assets are to be categorized into short - term capital assets and long – term capital assets based on
the period of holding. All capital assets, being shares held in a company or any other security listed in a
recognized stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund specified
under section 10(23D) of the Act or a zero coupon bond, held by an assessee for more than twelve
months are considered to be long – term capital assets, capital gains arising from the transfer of which are
termed as long – term capital gains (‘LTCG’). In respect of any other capital assets, the holding period
should exceed thirty – six months to be considered as long – term capital assets.

 Short Term Capital Gains (‘STCG’) means capital gains arising from the transfer of capital asset being a
share held in a company or any other security listed in a recognized stock exchange in India or unit of the
Unit Trust of India or a unit of a mutual fund specified under clause (23D) of Section 10 or a zero coupon
bonds, held by an assessee for 12 months or less.

 In respect of any other capital assets, STCG means capital gains arising from the transfer of an asset, held
by an assessee for 36 months or less.

 LTCG arising on transfer of equity shares of a company or units of an equity oriented fund (as defined
which has been set up under a scheme of a mutual fund specified under Section 10(23D) is exempt from

115
 tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to securities
transaction tax (STT) and subject to conditions specified in that section.

 Income by way of LTCG exempt under Section 10(38) of the Act is to be taken into account while
determining book profits in accordance with provisions of Section 115JB of the Act.

 As per provisions of Section 48 of the Act, LTCG arising on transfer of capital assets, other than bonds
and debentures (excluding capital indexed bonds issued by the Government) and depreciable assets, is
computed by deducting the indexed cost of acquisition and indexed cost of improvement from the full
value of consideration.

 As per provisions of Section 112 of the Act, LTCG not exempt under Section 10(38) of the Act are
subject to tax at the rate of 20% with indexation benefits. However, if such tax payable on transfer of
listed securities or units or zero coupon bonds exceed 10% of the LTCG (without indexation benefit), the
excess tax shall be ignored for the purpose of computing the tax payable by the assessee.

 As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of equity
oriented mutual fund (as defined which has been set up under a scheme of a mutual fund specified under
Section 10(23D)), are subject to tax at the rate of 15% provided the transaction is chargeable to STT. No
deduction under Chapter VIA is allowed from such income.

 STCG arising on sale of equity shares or units of equity oriented mutual fund (as defined which has been
set up under a scheme of a mutual fund specified under Section 10(23D)), where such transaction is not
chargeable to STT is taxable at the rate of 30%.

 The tax rates mentioned above stands increased by surcharge, payable at the rate of 5% where the taxable
income of a domestic company exceeds Rs 10,000,000. The Finance Bill 2013 proposes that surcharge
shall be payable at the rate of 10% where the taxable income of a domestic company exceeds Rs
100,000,000. Further, education cess and secondary and higher education cess on the total income at the
rate of 2% and 1% respectively is payable by all categories of taxpayers.

 As per Section 50 of the Act, where a capital asset is forming part of a block of assets in respect of which
depreciation has been allowed under the Act, capital gains shall be computed in the following manner:
 where full value of consideration on account of transfer of any asset forming part of block of asset,
as reduced by expenditure incurred wholly or exclusively in connection with transfer, exceeds the
written down value of block of assets and actual cost of assets acquired during the year, such excess
shall be deemed to be short term capital gains and taxed accordingly.
 where any block of assets ceases to exist, for the reason that all the assets in that block are
transferred, the difference between the consideration arising on result of transfer and the written
down value of block of assets and the actual cost of assets acquired during the year, shall be deemed
to be short term capital gains/ (losses) and taxed accordingly.

 As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising during a
year is allowed to be set-off against short term as well as long term capital gains. Balance loss, if any,
shall be carried forward and set-off against any capital gains arising during subsequent 8 assessment
years.

 As per provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a
year is allowed to be set-off only against long term capital gains. Balance loss, if any, shall be carried
forward and set-off against long term capital gains arising during subsequent 8 assessment years.

(ii) Exemption of capital gains from income – tax

 Under Section 54EC of the Act, capital gain arising from transfer of long term capital assets [other than
those exempt u/s 10(38)] shall be exempt from tax, subject to the conditions and to the extent specified

116
 therein, if the capital gain are invested within a period of six months from the date of transfer in the bonds
redeemable after three years and issued by –:
 National Highway Authority of India (NHAI) constituted under Section 3 of National Highway
Authority of India Act, 1988; and
 Rural Electrification Corporation Limited (REC), a company formed and registered under the
Companies Act, 1956.

 Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis. The
maximum investment in the specified long term asset cannot exceed Rs 5,000,000 per assessee during
any financial year.

 Where the new bonds are transferred or converted into money within three years from the date of their
acquisition, the amount so exempted shall be taxable as capital gains in the year of transfer / conversion.
 The characterization of the gain / losses, arising from sale / transfer of shares/ units as business income or
capital gains would depend on the nature of holding and various other factors.

(d) Securities Transaction Tax (‘STT’)

 As per provisions of Section 36(1)(xv) of the Act, STT paid in respect of the taxable securities
transactions entered into in the course of the business is allowed as a deduction if the income arising from
such taxable securities transactions is included in the income computed under the head ‘Profit and gains
of business or profession’. Where such deduction is claimed, no further deduction in respect of the said
amount is allowed while determining the income chargeable to tax as capital gains.

(e) Dividends

 As per provisions of Section 10(34) read with Section 115-O of the Act, dividend (both interim and final),
if any, received by the Company on its investments in shares of another Domestic Company is exempt
from tax. The Domestic Company distributing dividends will be liable to pay dividend distribution tax at
the rate of 15% (plus a surcharge of 5% on the dividend distribution tax and education cess and secondary
and higher education cess of 2% and 1% respectively on the amount of dividend distribution tax and
surcharge thereon) on the total amount distributed as dividend. The Finance Bill 2013 proposes that
surcharge shall be payable at the rate of 10% by the Domestic Company distributing dividends.

 Further, if the company being a holding company, has received any dividend from its subsidiary on which
dividend distribution tax has been paid by such subsidiary, then company will not be required to pay
dividend distribution tax to the extent the same has been paid by such subsidiary company.

 As per provisions of Section 10(35) of the Act, income received in respect of units of a mutual fund
specified under Section 10(23D) of the Act (other than income arising from transfer of such units) is
exempt from tax.

 As per the provisions of Section 115BBD of the Act, dividend received by Indian company from a
specified foreign company (in which it has shareholding of 26% or
more) would be taxable at the concessional rate of 15% on gross basis (excluding surcharge and
education cess) upto March 31, 2013. The Finance Bill 2013 proposes that the benefit of this section be
extended upto March 31, 2014.

 For removing the cascading effect of dividend distribution tax, the Finance Bill 2013 proposes that with
effect from 1 June 2013, while computing the amount of dividend distribution tax payable by a Domestic
Company, the dividend received from a foreign subsidiary on which income-tax has been paid by the
Domestic Company under Section 115BBD of the Act shall be reduced.

117
 (f) Buy-back of shares

 The Finance Bill 2013 proposes to introduce Section 115QA of the Act. As per the said section, an Indian
unlisted company will have to pay 20% tax on ‘distributed income’ on buy-back of shares. Distributed
income has been defined to mean consideration paid by the Indian unlisted company for purchase of its
own shares as reduced by the amount which was received by the Indian unlisted company at the time of
issue of such shares. It is proposed that the said provision shall come into effect from 1 June 2013.

(g) Other Provisions

 As per provisions of Section 80G of the Act, the Company is entitled to claim deduction of a specified
amount in respect of eligible donations, subject to the fulfillment of the conditions specified in that
section.

 As per provisions of Section 14A of the Act, expenditure incurred to earn an exempt income is not
allowed as deduction while determining taxable income.

C. Benefits to the Resident members / shareholders of the Company under the Act

(a) Dividends exempt under section 10(34) of the Act

 As per provisions of Section 10(34) of the Act, dividend (both interim and final), if any, received by the
resident members / shareholders from a Domestic Company is exempt from tax. The Domestic Company
will be liable to pay dividend distribution tax at the rate of 15% plus a surcharge of 5% on the dividend
distribution tax and education cess and secondary and higher education cess of 2% and 1% respectively
on the amount of dividend distribution tax and surcharge thereon on the total amount distributed as
dividend. The Finance Bill 2013 proposes that surcharge shall be payable at the rate of 10% by the
Domestic Company distributing dividends.

(b) Capital gains

(i) Computation of capital gains

 Capital assets are to be categorized into short - term capital assets and long – term capital assets based on
the period of holding. All capital assets, being shares held in a company or any other security listed in a
recognized stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund specified
under section 10(23D) of the Act or a zero coupon bond, held by an assessee for more than twelve
months are considered to be long – term capital assets, capital gains arising from the transfer of which are
termed as LTCG. In respect of any other capital assets, the holding period should exceed thirty – six
months to be considered as long – term capital assets.

 STCG means capital gains arising from the transfer of capital asset being a share held in a company or
any other security listed in a recognized stock exchange in India or unit of the Unit Trust of India or a unit
of a mutual fund specified under clause (23D) of Section 10 or a zero coupon bonds, held by an assessee
for 12 months or less.

 In respect of any other capital assets, STCG means capital gain arising from the transfer of an asset, held
by an assessee for 36 months or less.

 LTCG arising on transfer of equity shares of a company or units of an equity oriented fund (as defined
which has been set up under a scheme of a mutual fund specified under Section 10(23D)) is exempt from
tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to STT and
subject to conditions specified in that section.

118
 The Finance Act 2012 has amended the chapter of Securities Transaction Tax [Chapter VII of Finance
Act (No 2) of 2004]. As per the amendment, sale of unlisted equity shares under an offer for sale to the
public which are included in an initial public offer and where such shares are subsequently listed on a
recognized stock exchange, the same would be covered within the ambit of taxable securities transaction
under the said Chapter. Accordingly, STT is leviable on sale of shares under an offer for sale to the public
in an intial public offer and the LTCG arising on transfer of such shares would be exempt from tax as per
provisions of Section 10(38) of the Act.

 As per provisions of Section 48 of the Act, LTCG arising on transfer of capital assets, other than bonds
and debentures (excluding capital indexed bonds issued by the Government) and depreciable assets, is
computed by deducting the indexed cost of acquisition and indexed cost of improvement from the full
value of consideration.

 As per provisions of Section 112 of the Act, LTCG not exempt under Section 10(38) of the Act are
subject to tax at the rate of 20% with indexation benefits. However, if such tax payable on transfer of
listed securities or units or zero coupon bonds exceed 10% of the LTCG (without indexation benefit), the
excess tax shall be ignored for the purpose of computing the tax payable by the assessee.

 As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of equity
oriented mutual fund (as defined which has been set up under a scheme of a mutual fund specified under
Section 10(23D)), are subject to tax at the rate of 15% provided the transaction is chargeable to STT. No
deduction under Chapter VIA is allowed from such income.

 STCG arising on sale of equity shares or units of equity oriented mutual fund (as defined which has been
set up under a scheme of a mutual fund specified under Section 10(23D)), where such transaction is not
chargeable to STT is taxable at the rate of 30% in case of domestic company and at normal slab rates in
case of other assessees.

 The Finance Bill 2013 proposes that any income arising to shareholders on account of buy-back of shares
as referred to in Section 115QA of the Act (buy-back of shares by unlisted companies) shall be exempt in
the hands of the shareholders.

 In the case of domestic companies, the tax rates mentioned above stands increased by surcharge, payable
at the rate of 5% where the taxable income of a domestic company exceeds Rs 10,000,000. The Finance
Bill 2013 proposes that surcharge shall be payable at the rate of 10% where the taxable income of a
domestic company exceeds Rs 100,000,000. Further, education cess and secondary and higher education
cess on the total income at the rate of 2% and 1% respectively is payable.

 The Finance Bill 2013 proposes that surcharge shall be payable at the rate of 10% where the taxable
income of a taxpayer other than a domestic company exceeds Rs 10,000,000. Further, education cess and
secondary and higher education cess on the total income at the rate of 2% and 1% respectively is payable.

 As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising during a
year is allowed to be set-off against short term as well as long term capital gains. Balance loss, if any,
shall be carried forward and set-off against any capital gains arising during subsequent 8 assessment
years.

 As per provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a
year is allowed to be set-off only against long term capital gains. Balance loss, if any, shall be carried
forward and set-off against long term capital gains arising during subsequent 8 assessment years.

(ii) Exemption of capital gains arising from income – tax

 As per Section 54EC of the Act, capital gains arising from the transfer of a long term capital asset are
exempt from capital gains tax if such capital gains are invested within a period of 6 months after the date

119
 of such transfer in specified bonds issued by NHAI and REC and subject to the conditions specified
therein:

 Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis. The
maximum investment in the specified long term asset cannot exceed Rs 5,000,000 per assessee during
any financial year.

 Where the new bonds are transferred or converted into money within three years from the date of their
acquisition, the amount so exempted is taxable as capital gains in the year of transfer / conversion.

 In addition to the same, some benefits are also available to a resident shareholder being an individual or
Hindu Undivided Family (‘HUF’).

 As per provisions of Section 54F of the Act, LTCG arising from transfer of shares is exempt from tax if
the net consideration from such transfer is utilized within a period of one year before, or two years after
the date of transfer, for purchase of a new residential house, or for construction of residential house
within three years from the date of transfer and subject to conditions and to the extent specified therein.

 As per provisions of Section 56(2)(vii) of the Act and subject to exception provided in second proviso
therein, where an individual or HUF receives shares and securities without consideration or for a
consideration which is less than the aggregate fair market value of the shares and securities by an amount
exceeding fifty thousand rupees, the excess of fair market value of such shares and securities over the
said consideration is chargeable to tax under the head ‘income from other sources’. However, the said
section is not applicable in case the shares and securities are received under instances specified under the
proviso thereon.

(c) Other Provisions

 As per provisions of Section 14A of the Act, expenditure incurred to earn an exempt income is not
allowed as deduction while determining taxable income.

 The characterization of the gain / losses, arising from sale / transfer of shares as business income or
capital gains would depend on the nature of holding and various other factors.

D. Benefits to the Non-resident shareholders of the Company under the Act

(a) Dividends exempt under section 10(34) of the Act

 As per provisions of Section 10(34), dividend (both interim and final), if any, received by non-resident
shareholders from the Company is exempt from tax. The Company will be liable to pay dividend
distribution tax at the rate of 15% plus a surcharge of 5% on the dividend distribution tax and education
cess and secondary and higher education cess of 2% and 1% respectively on the amount of dividend
distribution tax and surcharge thereon on the total amount distributed as dividend.

(b) Capital gains

(i) Computation of capital gains

 Capital assets are to be categorized into short - term capital assets and long – term capital assets based on
the period of holding. All capital assets, being shares held in a company or any other security listed in a
recognized stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund specified
under section 10(23D) of the Act or a zero coupon bond, held by an assessee for more than twelve
months are considered to be long – term capital assets, capital gains arising from the transfer of which are
termed as LTCG. In respect of any other capital assets, the holding period should exceed thirty – six
months to be considered as long – term capital assets.

120
 STCG means capital gain arising from the transfer of capital asset being a share held in a company or any
other security listed in a recognized stock exchange in India or unit of the Unit Trust of India or a unit of
a mutual fund specified under clause (23D) of Section 10 or a zero coupon bonds, held by an assessee for
12 months or less.

 In respect of any other capital assets, STCG means capital gain arising from the transfer of an asset, held
by an assessee for 36 months or less.

LTCG arising on transfer of equity shares of a company or units of an equity oriented fund (as defined
which has been set up under a scheme of a mutual fund specified under Section 10(23D)) is exempt from
tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to STT and
subject to conditions specified in that section.
 The Finance Act 2012 has amended the chapter of Securities Transaction Tax [Chapter VII of Finance
Act (No 2) of 2004]. As per the amendment, sale of unlisted equity shares under an offer for sale to the
public which are included in an initial public offer and where such shares are subsequently listed on a
recognized stock exchange, the same would be covered within the ambit of taxable securities transaction
under the said Chapter. Accordingly, STT is leviable on sale of shares under an offer for sale to the public
in an intial public offer and the LTCG arising on transfer of such shares would be exempt from tax as per
provisions of Section 10(38) of the Act.

 As per provisions of Section 112 of the Act, LTCG arising on transfer of listed securities not exempt
under Section 10(38) of the Act are subject to tax at the rate of 20% with indexation benefits. The
indexation benefits are however not available in case the shares are acquired in foreign currency. In such
a case, the capital gains shall be computed in the manner prescribed under the first proviso to Section 48.
As per first proviso to Section 48 of the Act, where the shares have been purchased in foreign currency by
a non-resident, the capital gains arising on its transfer need to be computed by converting the cost of
acquisition, expenditure incurred in connection with such transfer and full value of the consideration
received or accruing as a result of the transfer, into the same foreign currency in which the shares were
originally purchased. The resultant gains thereafter need to be reconverted into Indian currency. The
conversion needs to be at the prescribed rates prevailing on dates stipulated. If the tax payable on transfer
of listed securities exceeds 10% of the LTCG, the excess tax shall be ignored for the purpose of
computing tax payable by the assessee.
 Further, LTCG arising from transfer of unlisted securities (other than by way of offer for sale under an
initial public offer) is chargeable to tax at 10% without indexation and foreign exchange fluctuation
benefits.

 As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of equity
oriented mutual fund (as defined which has been set up under a scheme of a mutual fund specified under
Section 10(23D)), are subject to tax at the rate of 15% provided the transaction is chargeable to STT. No
deduction under Chapter VIA is allowed from such income.

 STCG arising on sale of equity shares or units of equity oriented mutual fund (as defined which has been
set up under a scheme of a mutual fund specified under Section 10(23D)), where such transaction is not
chargeable to STT is taxable at the normal rates of taxation as applicable to the taxpayer.

 The Finance Bill 2013 proposes that any income arising to shareholders on account of buy-back of shares
as referred to in Section 115QA of the Act (buy-back of shares by unlisted companies) shall be exempt in
the hands of the shareholders.

 The tax rates mentioned above stands increased by surcharge, payable at the rate of 2% where the taxable
income of a foreign company exceeds Rs 10,000,000. The Finance Bill 2013 proposes levy of surcharge
as follows:

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  In case of a foreign company whose income exceeds Rs 100,000,000, the rate of surcharge shall
increase from 2% to 5%

 In case of other non-residents, whose income exceeds Rs 10,000,000 surcharge shall be payable at
10%.

 Further, education cess and secondary and higher education cess on the total income at the rate of 2% and
1% respectively is payable by all categories of taxpayers.

 As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising during a
year is allowed to be set-off against short term as well as long term capital gains. Balance loss, if any,
shall be carried forward and set-off against any capital gains arising during subsequent 8 assessment
years.

 As per provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a
year is allowed to be set-off only against long term capital gains. Balance loss, if any, shall be carried
forward and set-off against long term capital gains arising during subsequent 8 assessment years.

(ii) Exemption of capital gains arising from income – tax

 As per Section 54EC of the Act, capital gains arising from the transfer of a long term capital asset are
exempt from capital gains tax if such capital gains are invested within a period of 6 months after the date
of such transfer in specified bonds issued by NHAI and REC and subject to the conditions specified
therein:

 Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis. The
maximum investment in the specified long term asset cannot exceed Rs 5,000,000 per assessee during
any financial year.

 Where the new bonds are transferred or converted into money within three years from the date of their
acquisition, the amount so exempted is taxable as capital gains in the year of transfer / conversion.

 As per provisions of Section 14A of the Act, expenditure incurred to earn an exempt income is not
allowed as deduction while determining taxable income.

 The characterization of the gain / losses, arising from sale / transfer of shares as business income or
capital gains would depend on the nature of holding and various other factors.

 In addition to the same, some benefits are also available to a non- resident shareholder being an
individual or HUF.

 As per provisions of Section 54F of the Act, LTCG arising from transfer of shares is exempt from tax if
the net consideration from such transfer is utilized within a period of one year before, or two years after
the date of transfer, for purchase of a new residential house, or for construction of residential house
within three years from the date of transfer and subject to conditions and to the extent specified therein.

 As per provisions of Section 56(2)(vii) of the Act and subject to exception provided in second proviso
therein, where an individual or HUF receives shares and securities without consideration or for a
consideration which is less than the aggregate fair market value of the shares and securities by an amount
exceeding fifty thousand rupees, the excess of fair market value of such shares and securities over the
said consideration is chargeable to tax under the head ‘income from other sources’. However, the said
section is not applicable in case the shares and securities are received under instances specified under the
proviso thereon.

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(c) Tax Treaty benefits

 As per provisions of Section 90(2) of the Act, non-resident shareholders can opt to be taxed in India as
per the provisions of the Act or the double taxation avoidance agreement entered into by the Government
of India with the country of residence of the non-resident shareholder, whichever is more beneficial. It
needs to be noted that a non-resident is required to hold a valid tax residency certificate containing the
particulars prescribed under Notification No S.O.2188(E) dated 17 September 2012 issued by the Central
Board of Direct Taxes in order to claim benefits under the applicable tax treaty.

(d) Taxation of Non-resident Indians

 Special provisions in case of Non-Resident Indian (‘NRI’) in respect of income / LTCG from specified
foreign exchange assets under Chapter XII-A of the Act are as follows:

 NRI means a citizen of India or a person of Indian origin who is not a resident. A person is deemed to be
of Indian origin if he, or either of his parents or any of his grandparents, were born in undivided India.

 Specified foreign exchange assets include shares of an Indian company which are acquired / purchased /
subscribed by NRI in convertible foreign exchange.

 As per provisions of Section 115E of the Act, LTCG arising to a NRI from transfer of specified foreign
exchange assets is taxable at the rate of 10% (plus education cess and secondary & higher education cess
of 2% and 1% respectively). Further, the Finance Bill 2013 proposes to levy a surcharge of 10% in case
income of the NRI exceeds Rs 10,000,000.

 As per provisions of Section 115E of the Act, income (other than dividend which is exempt under Section
10(34)) from investments and LTCG (other than gain exempt under Section 10(38)) from assets (other
than specified foreign exchange assets) arising to a NRI is taxable at the rate of 20% (education cess and
secondary & higher education cess of 2% and 1% respectively). No deduction is allowed from such
income in respect of any expenditure or allowance or deductions under
Chapter VI-A of the Act. Further, the Finance Bill 2013 proposes to levy a surcharge of 10% in case
income of the NRI exceeds Rs 10,000,000.

 As per provisions of Section 115F of the Act, LTCG arising to a NRI on transfer of a foreign exchange
asset is exempt from tax if the net consideration from such transfer is invested in the specified assets or
savings certificates within six months from the date of such transfer, subject to the extent and conditions
specified in that section.

 As per provisions of Section 115G of the Act, where the total income of a NRI consists only of income /
LTCG from such foreign exchange asset / specified asset and tax thereon has been deducted at source in
accordance with the Act, the NRI is not required to file a return of income.

 As per provisions of Section 115H of the Act, where a person who is a NRI in any previous year,
becomes assessable as a resident in India in respect of the total income of any subsequent year, he / she
may furnish a declaration in writing to the assessing officer, along with his / her return of income under
Section 139 of the Act for the assessment year in which he / she is first assessable as a resident, to the
effect that the provisions of the Chapter XII-A shall continue to apply to him / her in relation to
investment income derived from the specified assets for that year and subsequent years until such assets
are transferred or converted into money.

 As per provisions of Section 115I of the Act, a NRI can opt not to be governed by the provisions of
Chapter XII-A for any assessment year by furnishing return of income for that assessment year under
Section 139 of the Act, declaring therein that the provisions of the chapter shall not apply for that
assessment year. In such a situation, the other provisions of the Act shall be applicable while determining
the taxable income and tax liability arising thereon.

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  The Finance Bill 2013 proposes that any income arising to shareholders on account of buy-back of shares
as referred to in Section 115QA of the Act (buy-back of shares by unlisted companies) shall be exempt in
the hands of the shareholders.

E. Benefits available to Foreign Institutional Investors (‘FIIs’) under the Act

(a) Dividends exempt under section 10(34) of the Act

As per provisions of Section 10(34) of the Act, dividend (both interim and final), if any, received by a
shareholder from a domestic Company is exempt from tax. The domestic Company will be liable to pay
dividend distribution tax at the rate of 15% plus a surcharge of 5% on the dividend distribution tax and
education cess and secondary and higher education cess of 2% and 1% respectively on the amount of
dividend distribution tax and surcharge thereon on the total amount distributed as dividend. The Finance
Bill 2013 proposes to increase the rate of surcharge to 10%.

(b) Long – term capital gains exempt under section 10(38) of the Act

 LTCG arising on sale equity shares of a company subjected to STT is exempt from tax as per provisions
of Section 10(38) of the Act.
 It is pertinent to note that as per provisions of Section 14A of the Act, expenditure incurred to earn an
exempt income is not allowed as deduction while determining taxable income.

(c) Capital gains

 As per provisions of Section 115AD of the Act, income (other than income by way of dividends referred
to Section 115-O) received in respect of securities (other than units referred to in Section 115AB) is
taxable at the rate of 20% (plus applicable surcharge and education cess and secondary & higher
education cess). No deduction is allowed from such income in respect of any expenditure or allowance or
deductions under Chapter VI-A of the Act.

 As per provisions of Section 115AD of the Act, capital gains arising from transfer of securities is taxable
as follows:

Nature of income Rate of tax (%)

LTCG on sale of equity shares not subjected to STT 10
STCG on sale of equity shares subjected to STT 15
STCG on sale of equity shares not subjected to STT 30

 For corporate FIIs, the tax rates mentioned above stands increased by surcharge, payable at the rate of 5%
where the taxable income exceeds Rs 100,000,000. Further, education cess and secondary and higher
education cess on the total income at the rate of 2% and 1% respectively is payable by all categories of
FIIs.

 The benefit of exemption under Section 54EC of the Act mentioned above in case of the Company is also
available to FIIs.

 The Finance Bill 2013 proposes that any income arising to shareholders on account of buy-back of shares
as referred to in Section 115QA of the Act (buy-back of shares by unlisted companies) shall be exempt in
the hands of the shareholders.

(d) Securities Transaction Tax

 As per provisions of Section 36(1)(xv) of the Act, STT paid in respect of the taxable securities
transactions entered into in the course of the business is allowed as a deduction if the income arising from

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 such taxable securities transactions is included in the income computed under the head ‘Profit and gains
of business or profession’. Where such deduction is claimed, no further deduction in respect of the said
amount is allowed while determining the income chargeable to tax as capital gains.

(e) Tax Treaty benefits

 As per provisions of Section 90(2) of the Act, FIIs can opt to be taxed in India as per the provisions of the
Act or the double taxation avoidance agreement entered into by the Government of India with the country
of residence of the FII, whichever is more beneficial. It needs to be noted that a non-resident is required
to hold a valid tax residency certificate containing the particulars prescribed under Notification No
S.O.2188(E) dated 17 September 2012 issued by the Central Board of Direct Taxes in order to claim
benefits under the applicable tax treaty.

 The characterization of the gain / losses, arising from sale / transfer of shares as business income or
capital gains would depend on the nature of holding and various other factors.

F. Benefits available to Mutual Funds under the Act

(a) Dividend income

Dividend income, if any, received by the shareholders from the investment of mutual funds in shares of a
domestic Company will be exempt from tax under section 10(34) read with section 115O of the Act.

(b) As per provisions of Section 10(23D) of the Act, any income of mutual funds registered under the Securities
and Exchange Board of India, Act, 1992 or Regulations made there under, mutual funds set up by public
sector banks or public financial institutions and mutual funds authorized by the Reserve Bank of India, is
exempt from income-tax, subject to the prescribed conditions.

G. Wealth Tax Act, 1957

 Wealth tax is chargeable on prescribed assets. As per provisions of Section 2(m) of the Wealth Tax Act, 1957,
the Company is entitled to reduce debts owed in relation to the assets which are chargeable to wealth tax
while determining the net taxable wealth.

 Shares in a company, held by a shareholder are not treated as an asset within the meaning of Section 2(ea) of
the Wealth Tax Act, 1957 and hence, wealth tax is not applicable on shares held in a company.

H. Gift Tax Act, 1958

 Gift tax is not leviable in respect of any gifts made on or after October 1, 1998.

Note:

 All the above benefits are as per the current tax laws and will be available only to the sole / first name holder
where the shares are held by joint holders.

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 SECTION IV: ABOUT THE COMPANY

INDUSTRY OVERVIEW

The information in this section is derived from reports of various governmental agencies, market research reports
and other publicly available sources. This includes the information available on the websites of, in the reports or
adapted from the reports of and/or from the databases of, United States Central Intelligence Agency “World
Factbook” (the “CIA Factbook”); the Economist Intelligence Unit (“EIU”); the Central Statistical Organisation,
Government of India (“CSO”); the Ministry of Statistics and Programme Implementation (“MOSPI”); McKinsey
& Company “The ‘Bird of Gold’: The Rise of India’s Consumer Market,” May 2007 (the “McKinsey Report”);
the Ministry of Micro, Small and Medium Enterprises, Government of India (the “Ministry of MSME”), Annual
Report 2012; the Telecom Regulatory Authority of India (“TRAI”); and Netscribes (India) Pvt. Ltd.
(“Netscribes”), Reports “Local Search Market -India”, May 2012, “Online and Offline Classifieds - India”, May
2012 and “Online Advertising Market - India, May 2012 (the “Netscribes Reports”) and Internet World Stats
statistics available at [Link] Neither we nor any other person connected with the
Issue has verified this information. Industry reports and publications generally state that their accuracy,
completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and
investment decisions should not be based on such information. Accordingly, prospective investors are advised not
to unduly rely on the information in this section when making their investment decisions.

We commissioned the Netscribes Reports for the purposes of confirming our understanding of the industry in
connection with the Issue. Neither we nor any other person connected with the Issue has verified the information
in the Netscribes Reports. Netscribes has advised that: The reports are published for general information only,
and although high standards have been used in the preparation, Research on India and Netscribes is not
responsible for any loss or damage arising from use of these documents. Prospective investors are advised not to
unduly rely on the Netscribes Reports when making their investment decision. The Netscribes Reports contains
estimates of market conditions based on samples. This information should not be viewed as a basis for investment
and references to Netscribes should not be considered Netscribes’ opinion as to the value of any security or the
advisability of investing in us.

The Indian Opportunity

India is one of the world’s most populous countries with an estimated population of approximately 1.21 billion as
of July 2012, which equates to 17.2% of the world population, according to the CIA Factbook.

Over the last few years, India has also shown strong economic growth. According to MOSPI Annual Reports, the
growth rate for India's gross domestic product ("GDP") was 8.0%, 8.6% and 6.9% for 2009-2010, 2010-2011 and
2011-2012, respectively. According to the CIA Factbook, India’s GDP, on a purchasing power parity basis was
estimated to be approximately $4.8 trillion in 2012, making it the fourth largest economy in the world after the
United States ($15.7 trillion), the European Union ($15.6 trillion) and China ($12.4 trillion). Economic
liberalization in India, which began in 1991, led to reduced controls on foreign trade and investment which
accelerated the country’s GDP growth, which has averaged more than 6.5% annually since 1997. According to the
CIA Factbook, in 2010, the Indian economy rebounded robustly from the global financial crisis largely on the back
of strong domestic demand, and grew at over 8% year-on-year. However, GDP growth slowed down to 6.5% in
2012.
India: 4th Largest Economy Globally India: 4th Largest Economy Globally

GDP at Purchasing Power Parity (US$ Tn) GDP Growth – 2012 Estimates

126
Source: CIA World Factbook

Favourable Demographics in India

Economic liberalization in India, which began in 1991, transformed Indian demographics through rising income
levels and changing consumption patterns. According to the McKinsey Report, the country’s income pyramid is
expected to change, with India’s middle class (India’s middle class is defined as households with annual income of
between ` 200,000 to ` 1,000,000) expected to grow by over ten times to 583 million people by 2025. According
to the 2011 Census Report, India has 734 towns and cities with a population higher than 45,000 people. With a
growing population, the creation of a large middle class and rising incomes, the McKinsey Report projects
discretionary spending to increase from 50.0% of India’s average household consumption to approximately 70%
by 2025.

The McKinsey Report suggests that if India continues on its current high growth path, the Indian consumer market
will undergo a major transformation during the period from 2005 to 2025, which is expected to result in, among
other things, the following: income levels are expected to almost triple, with annual real income growth per
household expected to accelerate from 2.8% over the past two decades to 3.6% over the next two; India is
expected to become the world's fifth largest consumer market by 2025; and consumption is expected to increase by
7.3% annually over the next 20 years to reach more than ` 69.5 trillion, or $1.5 trillion, by 2025.

According to the McKinsey Report, some of the key reasons for the growth of India’s consumer markets are
population growth with favourable demographics, rising income levels, dramatic change in the country’s income
pyramid, increasing consumption and increased discretionary spending, including rapid growth in communications
spending.

Small and Medium Enterprises (SMEs) in India

Small and medium enterprises contribute to the economic development of India through industrial production,
exports and employment generation. The socio-economic policies adopted by India since the Industries
(Development and Regulation) Act 1951 have focus on promotion and development of SMEs. The Ministry of
MSME is the governing body at the national level and designs policies, programmes, projects and schemes and
monitors their implementation with a view to assist SMEs.

The Ministry of MSME estimates that, in terms of value, the SME industry accounts for about 45% of India’s
manufacturing output and 40% of the total exports of the country. According to the Ministry of MSME, the
industry is estimated to employ about 73.2 million people in over 31.2 million units throughout the country.
Further, according to the Ministry of MSME, this sector has consistently registered a higher growth rate than the
rest of the industrial sector.

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According to the Ministry of MSME Annual Report 2012, MSME’s production in terms of gross output has been
growing steadily from ` 7,094 billion in 2006 - 2007 to ` 10,958 billion in 2010 - 2011, representing a CAGR of
11.5%.

MSME Production in Terms of Gross Output (INR Billion)

10,958
9,829
8,808
7,908
7,094

2006–2007 2007–2008 2008–2009 2009–2010 2010–2011

Source: Ministry of MSME Annual Report 2012

The Indian Advertising Market

According to the Netscribes’ Report: “Online Advertising Market - India, May 2012”, the Indian advertising
market generated approximately ` 255.9 billion in 2011 and is expected to grow to ` 369.5 billion by 2015, a
growth rate of 9.6%. Currently advertising through television represents the largest segment of the Indian
advertising market with a 46.0% share of the overall market, following by print advertising with a 40.4% share of
the overall market. Outdoor advertising comprises about 5.9% of the market, radio advertising about 3.9% and
internet about 3.4%. Of all the segments of the advertising market, the internet advertising segment is expected to
be the fastest growing segment with an expected growth rate of about 51% between 2011 and 2012.

Trend of Advertising Revenues

Cinema Internet Radio Cinema Internet

0.4% 3.4% 3.9% 0.4% 4.7% Radio
3.7%
Outdoor
5.9% Outdoor
5.7%
TV TV
46.0% 46.2%

Press Press
40.4% 39.3%

2011 2012e

Source: Netscribes.

Segment Growth Rates

Classifieds Market Size (INR Billion) and Growth

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Source: Netscribes.

Online Advertising

All information in this section is derived from the Netscribes’ Report: “Online Advertising Market - India, May
2012”.

Among the various means of advertising, internet advertising is expected to exhibit the fastest growth of 51%
between 2011 and 2012. This is due to the growing penetration of internet among individuals and emergence of
fast technology oriented online mediums that are driving the interests of end consumers, as well as the rising usage
of internet on mobile phones.

The online medium promotes various metric systems of cost models, allowing the advertisers to optimize their
return on investment. Online advertisement is cost effective and lower priced as compared to TV, radio or print. In
addition, online advertising is an efficient and effective sales medium that enables advertisers to provide intricate
details, features and specifications that allow them to strategically target a set of desired consumers. The number
of responses can be measured, which allows the advertiser to measure the return on investment and strategize
better for future campaigns. Amongst all media, online medium also has the easiest global reach for targeting a
global audience. It also has the flexibility in terms of the inventory volume, advertisement type and unparalleled
targeted advertising options. Online advertising also allows the advertisers to directly engage with current and
potential customers for real time engagement, awareness, feedback and lead generation.

The growth in online advertisement is driven by several factors, including the growing internet base in India,
coupled with options including mobile internet, and the growing trend of social media networking platform. Apart
from the domestic market, online advertisement is an effective medium to target expatriate Indians who, number
more than 30.0 million and, browse Indian content regularly. However, online advertising also faces certain
challenges, such as the lack of trust due in part to misleading or incomprehensive information and the prerequisite
of literacy.

Local Indian Search Market

All information in this section is derived from the Netscribes’ Report: “Local Search Market - India, May 2012”.

According to Netscribes, the local search market generally comprises offline and online search services. Offline
local search services primarily includes print directory and phone based searches, where the chief source of
revenue is advertisement fees paid by the business entities. Online local search involves the use of localized
portals that allow users to search for geographically constrained results from a database of local listings. Major
players have multi-channel access including phone, web and mobile portals, and advertising is the main source of
revenue.

The local search market has evolved from word of mouth and print directories as a mode of getting local

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information to professional phone, web-based and voiced-based and mobile phone search services.

For online search services, listing may be free or sponsored. Sponsored results get greater visibility as they are
highlighted and are given preference over the other listings. Other revenue sources include database sharing or
syndication by sourcing for listing or powering search results, partnering with global search engines or selling
contact details of users to businesses for marketing activities. For offline search services, players come out with
printed copies of local directories or operate phone-based services to respond to queries over the phone. The major
source of revenue is the advertisement fee paid by the advertisers.

Due to consumers becoming more receptive towards phone based searches, the offline search services market has
expanded. With the proliferation of technology and advancement in the current market scenario, consumers are
driven more towards saving time and effort. Most leading players have call centres which provide instant response
to consumer queries. The key driver for online search services is the proliferation of internet, including mobile
internet, and the growing number of users in India. Consumers find it convenient to conduct search on the internet
for any services or product required, especially with the reduction in price of access devices, launch of 3G network
and innovative data plans that facilitate the use of internet on mobile internet. Local online search services help
provide better visibility to small and local business owners by providing a scope to market and publicize their
products and services and to reach a larger audience in a cost effective manner compared to traditional advertising
media like TV and newspapers.

However, local offline search services face challenges such as lower acceptance in corporate culture and global
drive towards a paperless environment. Local online search services are limited by generic search engines, the lack
of awareness, low English literacy rate and language barriers and insufficient information and the lack of
comprehensive databases.

The players in the local search services market include Justdial, Asklaila, Burrp, Getit, Infomedia18, Metromela,
Onyomo, Sulekha and Timescity. Many of these players provide both offline and online local search services.

Local offline and online classifieds

All information in this section is derived from the Netscribes’ Report: “Online and Offline Classifieds - India May
2012”.

According to Netscribes, classifieds is a distinct type of advertising medium with both offline and online modes
that usually comprises text with no graphics and short statements about the requirements of the buyer or the seller.
It is becoming an increasingly popular mode of advertising. In 2011, the market segment for offline and online
classifieds was 58.9% and 41.1%, respectively. With growing internet usage, the online classifieds segment is
growing rapidly. It is estimated that the market segment will become 53.1% and 46.9%, respectively, by 2016.

Classifieds Market Segmentation

Classifieds Market Segmentation

41.1% 42.3% 43.4% 44.5% 45.7% 46.9%

58.9% 57.7% 56.6% 55.5% 54.3% 53.1%

2011 2012e 2013e 2014e 2015e 2016e

Offline Online

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Source: Netscribes.

It is expected that the classifieds market in India will be driven by the growth in services sector, favourable
demographics and growth in the advertising industry. The size of the classifieds market has grown from ` 30.6
billion in 2011 and is expected to reach ` 84.3 billion in 2016.

Classifieds Market Size and Growth

Classifieds Market Size (INR Billion)

Source: Netscribes.

Offline classifieds comprises of print media, while online classifieds comprises of horizontal or general /
multipurpose classifieds website or vertical sites in jobs, real estate and matrimonial websites. Both the offline and
online markets are growing on account of increasing penetration of print media and the internet. For offline
classifieds, generally various types of classified advertisers and newspaper publishing houses come together to
offer classified advertisements through the print media, with a revenue structure that is primarily determined by
various factors associated directly with the costs of the classified advertisements. For online classifieds, advertisers
are generally required to register with the respective portal and pay membership fees upfront to become a
registered subscriber, with major sources of revenue generated from paid subscriptions, paid memberships, paid
listings, leads generated, brokerage charges and database access.

Offline classifieds market has grown consistently over the last few years and will grow further due to increasing
print penetration, especially in tier two and tier three cities. The growth of the offline classifieds market is also
driven by the presence of newspapers in various vernacular languages as it provides a huge scope to cater to a
large section of the population. In addition, growing readership base of newspapers in India, due to growing
literacy and new technologies, will contribute to the growth of offline classifieds. The online classifieds market
has grown due to increasing market penetration as consumers are increasingly using online classifieds as it is more
convenient. In addition, online classifieds are more cost effective as they can obtain more exposure than through
traditional print media. The online classifieds market is also driven by the strong growth in online advertising
which is expected to increase from ` 18.5 billion in 2011 to ` 69.1 billion in 2015. Generally, the classifieds
market is expected to grow due to the favourable demographics of India; it is the second most populous country
worldwide with one of the largest young populations, which equates to a large demand for classifieds services. In
addition, growth in the services sector acts as a driver, as it has opened up a large number of job opportunities and
increased the disposable income in India, and consequently, increased the advertisements by, among others, job
recruiters, automobile and real estate sectors.

Offline classifieds face challenges such as the lesser space for advertisements, especially display advertisements,
becoming a major bottleneck as it restricts the scope of advertisement exposure, unlike online classifieds which
offers various advertising forms, such as listings, banners, featured advertisements, home page panels and micro
sites. The low visibility and coverage of offline classifieds also restricts the growth of its market, as they are

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contained only in a segment of the print media and are limited to the distribution area.

The low presence of vernacular languages in online classifieds medium poses a barrier for the online classifieds
market and restricts the market, as non-familiarity with English may alienate people from using online media and
choose print media instead. The absence of strong online payment mechanism also hinders the growth of the
online classifieds market, with low credit card penetration rates and phishing scams and fraudulent methods
discouraging the use of online payment modes.

Mobile Ubiquity and Internet Penetration Changing Source of Information/Media

The growth of the advertising sector and search services in India is also due in part to the growing use of mobile
internet in India. According to TRAI, the total number of wireless and wireline subscribers in India was 895.5
million as of December 31, 2012, with an overall teledensity rate of 73.3%.

Overall (Wireless and Wireline) Teledensity in India

78.7% 77.0%
75.5% 73.3%
70.9%
61.0%
52.7%
43.5%
37.0%

Mar-09 Sep-09 Mar-10 Sep-10 Mar-11 Sep-11 Mar-12 Sep-12 Dec-12

Source: TRAI

Expansion of Internet Access in India

As described above, the growth of the online advertising sector and search services in India is due in part to the
growing internet base in India. The Indian internet market is still in its nascent stage and has a high potential to
expand rapidly. According to Internet World Stats, as of June 30, 2012, Internet penetration was at 11.4% in India,
compared to over 78.1% in the United States. There were approximately 137 million Internet users in India,
making it the third largest population of Internet users after China and the United States. Below table shows the
Internet penetration as of June 30, 2012 for various countries and regions:

Internet Penetration (June 30, 2012)

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 78.1%

45.6% 47.7%
40.1%
34.3%
27.5%

11.4%

India Asia Total World China Brazil Russia US

Source: Internet World Stats.

The internet market in India as of June 2012 had a similar number of Internet users to the United States in 2000,
but with much lower Internet penetration. The table below provides a comparison of the Internet markets in India
in June 2012 to the United States in 2000 and China in 2004:

USA (2000) China (2004) India (June 2012)

Internet Users 124 million 94 million 137 million
Internet Penetration 44.0% 7.0% 11.4%

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 OUR BUSINESS

Unless otherwise stated, the financial information of our Company used in this section has been derived from the
Restated Summary Statements

OVERVIEW

We believe that we are one of the leading local search engines in India. We provide users of our “Just Dial” search
service with information and user reviews from our database of local businesses, products and services across
India. Our search service is available to users through multiple platforms: Internet, mobile Internet, telephone
(voice) and text (SMS). In fiscal 2012, we addressed over 254.3 million search requests across our platforms. As
of December 31, 2012, we were conducting approximately 195,100 campaigns for our paid advertisers.

As one of the first companies to offer local search services in India, we believe that we have a first mover
advantage among consumers seeking information on local businesses. We aim to provide fast, free, reliable and
comprehensive information to our users, which we believe will create a network effect to attract more search
queries. We also believe that we have established Just Dial as a well known Indian brand on the Internet. In
addition, through our easy to remember phone numbers and user friendly mobile phone interface, we believe that
we have been able to attain significant mind-share with users for their local search needs.

As adapted from a report by McKinsey & Company, India’s middle class, generally comprising people with
annual income range of ` 200,000 to ` 1,000,000, is expected to grow by over 10 times to approximately 583
million people by 2025. According to Internet World Stats, as of June 30, 2012, Internet penetration was at 11.4%
in India, compared to over 78.1% in the United States. There were approximately 137 million Internet users in
India, making it the third largest population of Internet users after China and the United States. According to
TRAI, the number of mobile subscribers in India is expected to exceed 1,000 million by 2014. With the growth
projected for India’s middle class and for Internet and mobile usage in India, we believe our potential user base
remains largely untapped and offers significant potential for growth.

We believe our search service bridges the gap between our users and businesses by helping users find relevant
providers of products and services quickly while helping businesses listed in our database to market their
offerings. We also believe that our search service is particularly relevant to SMEs, which we believe, currently, do
not have many other cost effective options to access and advertise to such a large number of potential consumers.

Listing on our search service provides businesses with exposure to users at a time when the users are making a
purchase decision. Businesses may choose to pay for a listing to be featured on a priority basis in our search
results, which we call a ‘campaign’. We call businesses that pay for this service ‘paid advertisers’. Many of our
paid advertisers conduct multiple campaigns at any given time. Paid advertisers have the flexibility to choose
different levels of priority in the search results for different geographic areas and products and services. The
number of campaigns increased from approximately 40,500 as of March 31, 2009 to approximately 195,100 as of
December 31, 2012.

We have a large database of approximately 9.1 million listings as of March 31, 2013. We believe that by providing
fast and free access to our database, we provide a compelling user experience that will create a network effect and
attract a large number of users who search for information to Just Dial. These large number of users will, in turn,
prompt more businesses to pay for listings and become paid advertisers in order to be featured in our search results
on a priority basis.

Our consolidated total revenue from continuing operations increased from ` 716.0 million in fiscal 2008 to `
2,770.2 million in fiscal 2012, representing a CAGR of 40.2%. Our consolidated total revenue from continuing
operations increased in fiscal 2012 by 47.6% over fiscal 2011. Our consolidated restated profits after tax from
continuing operations increased from ` 17.1 million in fiscal 2008 to ` 522.8 million in fiscal 2012, representing a
CAGR of 135.1%. Our consolidated restated profits after tax from continuing operations increased in fiscal 2012
by 81.4% over fiscal 2011. In the nine months period ended December 31, 2012, our unconsolidated total revenue
was ` 2,716.1 million and our unconsolidated restated profits after tax from continuing operations was ` 470.8
million as per the restated unconsolidated summary statements.

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OUR COMPETITIVE STRENGTHS

We believe that we are one of the leading local search engines in India, which belief is attributable to the following
competitive strengths:

First Mover Advantage in the Indian Local Search Market

As one of the first companies to offer comprehensive local search services in India, we believe that we have a first
mover advantage among consumers seeking information on local businesses. We started offering our local search
services in 1996 under the Just Dial brand, and launched our Internet and mobile Internet services in 2007. We aim
to provide fast and free access to our large database, which will attract more search queries, which in turn will
attract more paid business listings. We believe this creates a self-perpetuating growth cycle that enables us to
maintain a position as one of the leading local search engines in India. We believe that a large database of local
business listings, such as the one we have developed over several years, requires considerable time and effort to
develop, which creates a significant barrier to entry.

Strong Brand Recognition

We believe we have a very strong brand recall in India as evidenced by the 254.3 million searches of our database
that were conducted in fiscal 2012 even though historically our brand development has been fuelled primarily
through word of mouth by users based on their experience with our service and such users sharing their
experiences with others. We believe that the following key factors, among other things, have contributed to the
strength of our brand in India:

 Long standing presence in the local search market,

 Strength and quality of our database,

 Fast response to search queries, and

 Consistent delivery of quality user experience.

Offer Attractive Value Proposition for SMEs

We believe that most of the business listings in our database are SMEs, which is the segment of businesses where
we focus most of our attention and marketing efforts. We believe that virtually all of the approximately 195,100
campaigns we conducted as of December 31, 2012, were conducted on behalf of paid advertisers, with the
majority being SMEs. As of March 31, 2013, our database had approximately 9.1 million business listings across
various cities and towns in India, as compared to 7.2 million business listings as of March 31, 2012.

Cost-effective platform. We believe that it is a challenge for most SMEs to attract the attention of the right target
consumer and to expand into new markets because of their limited marketing budgets and resources. We believe
our service facilitates a cost-effective mode of consumer targeting for such SMEs, which otherwise may not be as
feasible for them. For example, details of an SME which does not have a website can be available to potential
consumers online when the SME is listed in our database.

Personalized service. Through our data collection team canvassing the local markets, we establish direct
relationships with many of these SMEs. Once we identify our potential advertisers, our marketing executives meet
with these SMEs to explain the ease and benefits of advertising with us and to convert business listings into paid
listings. Our direct and personal relationships with SMEs are one of the ways we differentiate ourselves from
international search engines which operate in India largely on a virtual basis.

Access to relevant users. Listing on our search service provides businesses with exposure to users at a time when
the users are making a purchase decision.

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Experience and Expertise in Local Indian Markets

We have been in operation in the Indian market for approximately 16 years, and our senior management team has
wide ranging experience in the search service, advertising and IT industries in India. We believe that our strong
knowledge of the Indian market, first hand experience with various market participants (including SMEs and
users) and the experience and expertise of our management differentiate us from other generic and local search
service providers and enable us to grow in an industry that has historically been difficult to monetize. Our
experience, knowledge and infrastructure enable us to establish relationships with SMEs, which we believe are not
within the scope and focus of other generic search engines.

Multiple Platform Service on a Large Scale

Users can access our search services and obtain search results through a number of communication media, i.e.
Internet, mobile Internet, voice and SMS. We believe we are the only search services company in India that
provides users with the option of performing searches and obtaining search results through multiple media on a
large scale. We believe that the accessibility of our search services for users is a key attraction for SMEs to
become a part of our database and run campaigns as paid advertisers.

We have a large collection of reviews and ratings by users of the businesses listed with us. Users can submit their
reviews of businesses, products and services on our website or through our phone service. These reviews and
ratings are regularly monitored and uploaded on our website for the benefit of potential users to enhance their
search experience and enable them to make informed choices. As of March 31, 2013, approximately 23.0 million
reviews and ratings were published on our website. Our multiple platform service enables us to provide reviews
and ratings received by us from users on one platform to users across all our other platforms. Our “Tag your
Friend” feature helps users see the reviews and ratings from their friends for various business listings, effectively
creating a social network to share users’ experience. As of March 31, 2013, 7.6 million friends were “tagged”
through this feature.

Advanced and Scalable Technology Platform

Our award-winning technology is the key to effectively integrate the various media we use to provide our services
to users, our business listing database, our paid advertisers and our information retrieval officers, or IROs.

Our technology platform is designed to enable our tele-sales executives and IROs to connect effectively to
potential advertisers and users seeking information. The Red Hat Enterprise Linux platform we use powers
approximately 816 servers for our various intranet and extranet applications. These applications can be accessed by
thousands of our IROs from eight centres across India on a daily basis. We believe that our technology platform
enables us to provide a fast, efficient and user friendly information service to our users. We believe our platform
has a high level of reliability, security and scalability and has been designed to handle high transaction volumes.
We have the ability to modulate our technology infrastructure to meet our operational requirements without
incurring substantial costs as we use virtual infrastructure wherever possible. Our technology platform has
interfaces developed such that we are able to scale up our sales and service capacity rapidly with relatively
minimal additional time required for employee training. We have designed the various modules of our technology
platform to support our employees at every step of their operations thereby creating a technology leveraged service
model which we believe improves the efficiency of our employees.

Efficient and Profitable Business Model

We believe that our business model is efficient as it promotes continuity in subscriptions and cash flows. We also
believe that this is a difficult business model for our competitors to replicate due to the challenge of establishing
the requisite credibility and relationship with paid advertisers for them to be willing to agree to our payment terms.

Negligible receivables. Our paid advertisers make payments in advance of their campaigns in our searches, which
we believe significantly reduces our credit risk exposure to our customers. In addition, as a result, we had
outstanding trade receivables of ` 4.0 million from our customers as of December 31, 2012, while our
unconsolidated restated profit after tax from continuing operations was ` 470.8 million from a total revenue of `
2,716.1 million in the nine months period ended December 31, 2012.

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No long-term debt. We have maintained focus on capital efficiency and have grown without incurring material
indebtedness. We have been consistently profitable despite growing rapidly over the past few years. As of
December 31, 2012, we had no long-term borrowings (` 0.0), which we believe is a competitive advantage for us
and a platform to grow our operations without being constrained by significant reliance on external financing
sources.

OUR STRATEGY

To sustain our future growth and development, we have employed and will continue to employ the following
strategies:

Enhance our Users' Experience

Our objective is to offer free, fast, relevant, reliable and enhanced search results to our users through various
communication media.

Fast response. We intend to continue to invest in technology to make search algorithms more efficient and
adaptable to provide our users with faster access to our database.

Quality and presentation of database. We intend to continue to invest in technology to provide our users with
more user-friendly access to our growing business database, improve the relevance of our search results, as well as
capture and relay other relevant information to our users, such as user reviews and ratings.

Enhanced user experience. We are constantly seeking to combine our technology and the content of our database
to innovate new products and services to serve our users’ needs and preferences. We have dedicated content
focusing on popular activities and subjects (such as movies, restaurants and hotels) and we intend to create
additional content focusing on certain sub-categories of general businesses, products and services that we believe
will be popular with our users.

In order to process more advanced software applications for providing enhanced user experience, and handling
increased user traffic, we continuously upgrade the hardware used by us, and develop new software from time to
time.

Broaden and Deepen the Footprint of Our Service Across India

While we had approximately 7.7 million listings and 9.1 million listings across various cities and towns in India as
of June 30, 2012 and March 31, 2013, respectively, we believe that there is significant opportunity to further
deepen our presence in our 11 largest cities, increase our search services beyond our 11 largest cities and to
increase the proportionate share of paid advertisers listed in our database and increase user traffic. Among other
things, we plan to add new premises and leverage our reseller program to achieve the foregoing.

Invest in Further Strengthening Our Brand

While we believe we are already one of the most popular digital brands in India, we also believe that investment in
brand building campaign will help us further strengthen our brand and lead to greater search volume from our
users and greater number of paid advertisers. Historically, our Company’s brand development has primarily been
fuelled through word of mouth by users based on their experience with our service and such users sharing their
experiences with others. We believe that the quality of our service and our consistent focus on enhancing user
experience has contributed to our Company’s brand development with relatively low advertising expenditure.

We believe that increasing the awareness of our brand and services across India further would require online and
offline (such as television and outdoor advertisements) direct marketing efforts and brand building strategies. We
intend to bring high quality advertisements on popular national television channels in India. We signed up
Amitabh Bachchan, a well known celebrity, as our brand ambassador for a period of three years from December
28, 2010.

While we will continue to increase our promotional and marketing activities to help us educate potential users and
advertisers on the benefits and various features of our search services, we believe that the quality of our user

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experience and our database is the best means to strengthen our brand.

Expand and Enhance our SME Relationships

We intend to offer our existing membership packages for listing across more areas in India, and to more categories
of businesses and to create additional specialized membership packages for SME categories which witness high
user interest. We also intend to further develop dedicated category portals to attract SMEs in particular businesses.

Furthermore, we intend to leverage on our direct relationships with SMEs to educate and explain to them the ease
and benefits of running campaigns and advertising with us, with a view to converting their business listings into
paid listings and to upgrade the membership packages of our existing paid advertisers.

Develop New Products and Services

We believe that our Just Dial brand, user activity on our platforms, our SME relationships and our experience with
data analytics can be leveraged to expand our business by offering new products and services. New products and
services that we introduced in fiscal 2012, or which are currently under development, include the following:

Mobile apps. We intend to keep up with the latest in mobile Internet technology to provide our search services.
Users can use mobile phones which have wireless application protocol, or WAP, to search our database. We also
have a strategy to develop our application, or Master App, for major mobile phone operating systems. Our Master
App is in use with Android mobile phones and iPhones (that was launched in April 2013). We are in the process of
developing it as an application, or app, for use with Blackberry and Windows Phone 7.

Enabling Transactions. In collaboration with service providers and vendors, we are in the process of developing
the ability for users to complete a number of bookings and purchases which are integrated in the search results
from our website, mobile Internet WAP site and our Master App, including reservations at restaurants, home
delivery of food (a feature already available on our website), ordering groceries, booking doctors’ appointments
(which will also be available through voice searches) and taxi bookings.

Car listings. We are exploring various areas for users to offer to sell, as well as buy, goods and services through
our website, starting with cars. We are in the process of developing a car listings website in which users can
research and rate car models being offered for sale, list their cars for sale and receive price quotes from vendors of
both new and used cars.

Quick Quotes. We are in the process of developing a “Quick Quotes” product that is intended to provide
prospective buyers with a price quote from multiple vendors and which will be available 24 hours a day and seven
days a week. It is expected that prospective buyers will also receive real time updates of revised quotes by vendors
through SMS and email. This service is expected to be available on all four of our platforms: Internet
([Link]), mobile Internet ([Link]), voice (69999999 and +91 88-8888-8888) and SMS
(+91 88-8888-8888).

Selective Licensing to Expand Into New Geographic Markets

In addition to broadening and deepening our presence in India, we believe that our multi-platform local search
services model, which enables commerce by connecting SMEs with end-consumers, will be attractive to parties
outside India. We plan to expand our operations to other markets as opportunities arise, primarily by licensing the
“Just Dial” brand and selling our rights and offering service arrangements to other parties to conduct these
operations as we are doing in the U.S. and Canada. See “Business – Divestment of JD USA and International
Expansion”.

OUR BUSINESS

Just Dial is a source of information on various businesses, products and services to millions of users which we
believe makes us one of the leading local search engines in India. We are committed to providing our users with a
fast, free, reliable and user-friendly local search service through the following communications media: (i) the
Internet; (ii) mobile Internet; (iii) live operator-assisted phone (voice) and (iv) text (SMS). We provide search for a

138
specific business (referred to as a “Company Search”) or for any business, product or service based on
classification, geographic location or key words (referred to as a “Category Search”). As of March 31, 2013, our
database contained approximately 9.1 million business listings across various cities and towns in India. We
conducted approximately 195,100 campaigns as of December 31, 2012. We believe that both the businesses listed
for free on our database and our paid advertisers are predominantly comprised of SMEs.

We believe that our search service provides businesses with exposure to a large pool of users at the time when the
users are making a purchase decision.

We have been profitable since fiscal 2002. For the nine months period ended December 31, 2012 (on an
unconsolidated basis) and fiscal 2012 (on a consolidated basis), we had restated profit after tax from continuing
operations as a percentage of our total revenue from continuing operations of 17.3% and 18.9%, respectively. In
addition to being profitable, we have maintained our focus on capital efficiency and grown without incurring any
material indebtedness.

Our Long-term Growth Opportunity

The potential for our business to grow is based on both internal and external factors. While we had approximately
171,000 campaigns and 195,100 campaigns as of March 31, 2012 and December 31, 2012, respectively, these
campaigns were conducted by a relatively smaller number of paid advertisers compared to the approximately 7.7
million business listings and 9.1 million business listings in our database as of June 30, 2012 and March 31, 2013,
respectively. A significant portion of our marketing effort is focused on contacting SMEs and other businesses to
become paid advertisers by converting free listings into campaigns.

According to the Ministry of Micro, Small and Medium Enterprises’ Annual Report 2011-2012, there are an
estimated 31.2 million SMEs operating in India.

According to TRAI, the number of mobile subscribers in India is expected to exceed 1,000 million by 2014. We
believe that India’s large and growing Internet and mobile subscriber base provides a large potential for us to
further grow our user base and search volumes.

According to Internet World Stats ([Link] as of June 30, 2012, Internet penetration
was at 11.4% in India, compared to over 78.1% in the United States. There were approximately 137 million
Internet users in India, making it the third largest population of Internet users after China and the United States
which we believe represents a significant scope for further penetration and growth of Internet in India.

In addition to our strategy of geographic expansion in India (see Business – Our Strategy – Broaden and Deepen
the Footprint of Our Service Across India), we also believe that we can selectively license our brand name to
expand internationally (see Business – Our Strategy – Selective Licensing to Expand Into New Geographic
Markets).

Our Users

Our search service is available to users through multiple platforms: Internet, mobile Internet, telephone (voice) and
text (SMS). As we measure the use of our search service by search requests, our management also refer to search
requests as ‘usage’. Our search request totals are comprised of:

 Internet searches, which is the number of visits to our website and not the number of searches per visit;

 mobile Internet visits, which is the number of visits through our mobile platform consisting of WAP and
apps and not the number of searches per visit, other than for fiscal 2010 and fiscal 2011 which we
calculated on the basis of mobile Internet searches and not visits;

 voice searches, which is the number of search queries received by us by telephone; in almost every case
only one search query is made in a single telephone call; and

 SMS searches, which is the number of SMS search queries received by us, each of which contains a

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 single search query.

For the nine months period ended December 31, 2012, we received 267.2 million search requests from the users of
our search services. This comprised of 133.4 million Internet searches, 28.2 million mobile Internet visits (which
resulted in approximately 58.3 million mobile Internet searches), 104.8 million voice searches and 787,376 SMS
searches. As of December 31, 2012, we were conducting approximately 195,100 campaigns for our paid
advertisers.

In fiscal 2012, we received approximately 254.3 million search requests from the users of our search services,
compared to approximately 180.7 million search requests in fiscal 2011, approximately 133.2 million search
requests in fiscal 2010 and approximately 82.2 million search requests in fiscal 2009. The 254.3 million search
requests in fiscal 2012 were comprised of 124.3 million Internet searches (reflecting a CAGR of 64% over the past
three fiscal years), 13.6 million mobile Internet visits (which resulted in approximately 23.8 million mobile
Internet searches) (reflecting a CAGR of 127% for mobile Internet searches for the past three fiscal years), 115.9
million voice searches (reflecting a CAGR of 31% over the past three fiscal years) and 586,324 SMS searches.
The 180.7 million search requests in fiscal 2011 comprised of 77.2 million Internet searches, 9.6 million mobile
Internet searches, 93.9 million voice searches and 19,856 SMS searches. The 133.2 million search requests in
fiscal 2010 comprised of 57.1 million Internet searches, 4.7 million mobile Internet searches, 71.5 million voice
searches and 36,144 SMS searches. The 82.2 million search requests in fiscal 2009 comprised of 27.9 million
Internet searches, 2.0 million mobile Internet searches, 52.1 million voice searches and 81,981 SMS searches. We
believe that we are able to attract new and repeat users due to the size, depth and reliability of our database on
local businesses and the availability of our database to users quickly and free of charge.

In addition to information on businesses, our users can access reviews and ratings provided by other users. User
ratings of businesses, products or services is an area where our paid advertisers do not receive any preference or
benefit compared to businesses which have listed for free. As of March 31, 2013, users had provided
approximately 23.0 million ratings to our database and 7.6 million friends were “tagged” through the “Tag your
Friend” feature.

We believe that through our multiple platforms, we provide users the option to search using the medium that is
most convenient to them at the time of their search. Depending on the search medium utilized, users can access
search results either through our website, voice, SMS or e-mail or a combination thereof.

We continually seek to improve the quality and relevance of our search results by developing new and enhanced
features in response to market trends. For example, we offer content collections which provide users with
information on popular activities and subjects, such as movies, restaurants and hotels. Our “Best Deals” service is
similar to a reverse auction service and allows buyers to place requests for products or services on which
businesses are invited to bid by providing their quotes.

We provide Category Searches and Company Searches. Company Searches represented approximately 64% of all
searches over the telephone during the nine months period ended December 31, 2012.

Our Advertisers

Our revenue is predominantly generated from paid advertisers who subscribe to our fee-based campaign packages,
or membership in order to be given a priority ranking in our search results. We had approximately 40,500
campaigns as of March 31, 2009, approximately 61,500 campaigns as of March 31, 2010, approximately 120,200
campaigns as of March 31, 2011, approximately 171,000 campaigns as of March 31, 2012 (reflecting a CAGR of
62% over the past three fiscal years) and approximately 195,100 campaigns as of December 31, 2012.

We offer annual and long-term automatically renewable memberships to our paid advertisers. Our annual
memberships are paid in advance on a monthly or annual basis, while our long-term automatically renewable
memberships are paid in advance on a monthly basis and are terminable after nine months by providing three
months’ advance notice.

Our target market is principally comprised of SMEs from a range of industry sectors in various locations. We
believe that it is a challenge for most SMEs to attract the attention of the right target consumers and to expand into

140
new markets because of their limited marketing budgets and resources. We believe our service facilitates a cost-
effective mode of consumer targeting for such SMEs, which otherwise may not be as feasible for them. For
example, details of an SME which does not have a website can be available to potential consumers online when
the SME is listed in our database. In addition, larger corporations advertise with us in order to complement their
local or national advertising campaigns and to prevent them from being overlooked by potential end-users in our
search results.

When a user utilizes our services, our paid advertisers are provided with direct leads to the potential consumer
which provide the paid advertisers with additional exposure.

All businesses listed with us are able to upload logos, pictures, videos and product catalogues to enhance their
campaigns and effectively showcase their products and services. We generally verify the name of each business
listed with us, its contact details, website (if any) as existing and correct at the time of the advertiser’s signing for a
campaign with us, although no assurance is made by us as to the actual products or services. We also generally
confirm that the advertiser offers the products or services mentioned on the date of signing the campaign.

We use proprietary pricing algorithms to set the price range for our various membership packages.

The features of our membership packages are set out below:

Premium Advertisement Package

Our premium advertisement package is comprised, in order of priority, of our platinum, diamond and gold
membership packages. For example, when users search for listings in a given category or a specific geographic
location, our platinum members are listed first in the search results followed by our diamond and gold members in
the second and third place, respectively, ahead of non-premium members and free listings, on all available media.

Our premium members also enjoy the flexibility to purchase part of the inventory for a given category; that is, they
may choose to purchase a fixed percentage of leads for a given category. The remaining leads are then sold to
other members who wish to purchase part of the position allocated to the type of premium membership held. For
example, if a diamond member purchases 10% of the inventory, it will be featured second for 10% of the searches
for the category. Our diamond members are thus assured of their premium position over other types of campaigns
(except platinum members) and free listings and enjoy increased access to users and potential buyers. Our
premium members pay subscription fees, which vary depending on the category, geographic region and the tenure
of the campaign. As of December 31, 2012, our premium memberships represented approximately 21.7% of our
total memberships.

Non-Premium Advertisement Package

In our non-premium advertisement package, when users search for listings in a given category for a specific
geographic location, the listings of our non-premium advertisement package enjoy priority in the search results
over free listings on all available media. The number of leads, which is the number of times the business listing is
displayed or featured to users, is proportional to the price of the package and the number of members in such
category; the more expensive the package, the higher the number of leads generated. Our non-premium
advertisement package members currently pay annual or monthly subscription fees, which vary depending on the
category, geographic region, number of leads and the tenure of the campaign.

As of December 31, 2012, our non-premium memberships represented approximately 78.3% of our total
memberships. Prior to fiscal 2012, we offered lead listing advertisement packages which have now been
effectively discontinued.

Search Media

For the nine months period ended December 31, 2012, we serviced 133.4 million Internet visits to our website,
58.3 million mobile Internet searches from 28.2 million mobile Internet visits to our website, 104.8 million voice
searches and 787,376 SMS searches. During fiscal 2012, we serviced 124.3 million Internet visits to our website,
23.8 million mobile Internet searches from 13.6 million mobile Internet visits to our website, 115.9 million voice

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searches and 586,324 SMS searches. During fiscal 2011, we serviced 77.2 million Internet visits to our website,
9.6 million mobile Internet searches, 93.9 million voice searches and 19,856 SMS searches.

We have witnessed rapid growth in usage across all our communications media, representing an increase of
approximately 64%, 127%, 31% and 93% from fiscal 2009 to fiscal 2012, for Internet searches, mobile Internet
searches, voice searches and SMS searches, respectively. We continually seek to innovate and upgrade our search
interface, reduce our response time and expand and update our SME database to attract user traffic.

Our Internet and mobile Internet services can be accessed through [Link] and
[Link] or [Link] respectively. Our telephone services are accessible from
approximately 250 cities and towns in India through our main hotline number 6999-9999. Our telephone services
are also accessible from across India through our hotline number +91-88-8888-8888. In addition, we have eight
localized numbers, such as 2888-8888 for Mumbai, and 2222-2222 for Delhi. Our universal SMS code for our
services across India is +91-88-8888-8888.

Internet

In the nine months period ended December 31, 2012, and in fiscal 2012, 2011 and 2010, approximately 50%, 49%,
43% and 43%, respectively, of the total number of search requests were conducted through our Internet-based
service. Our Internet-based service has consistently grown over the past years and we had approximately 360,000
visits to our website in fiscal 2007, the first year of launch; 9.8 million visits in fiscal 2008; 27.9 million visits in
fiscal 2009; 57.1 million visits in fiscal 2010, 77.2 million visits in fiscal 2011, 124.3 million visits in fiscal 2012,
representing a CAGR of 64% over the period from fiscal 2009 to fiscal 2012, and 133.4 million visits in the nine
months period ended December 31, 2012.

As of March 31, 2013, we have an information technology and technical support team comprising of 281
employees who are focused on maintaining and upgrading our website and managing the software used internally
by us. Our website, [Link] has been designed to provide a user-friendly experience to our users
and is reviewed and upgraded on an ongoing basis. Launched in March 2007, our online search platform that uses
English language enables our users to perform Company Searches and Category Searches. We are focused on
building products and services that benefit our users and enable them to search for information quickly and easily.

Users can choose different parameters, such as a specific city or a company’s name, to refine and focus their
search. Our search software also provides a predictive auto-suggest feature. The auto-suggest feature anticipates
users’ needs by highlighting associated and other relevant products and services, which appear under the search
box as queries are entered by our users. Users are provided a list of search results, which can then be accessed by
clicking on the hypertext links displayed.

Search results generally include the contact details, address, contact person and may include other relevant details
of the business, such as maps, directions, operating hours, logos, pictures, videos. Reviews and ratings of the
businesses as posted by previous users are also available on our website. Search results can be relayed to our users
by SMS and by e-mail. The cost of sending the SMS is borne by us.

We offer the following services on our website:

 Specific Searches. Users can search our database to search for specific listings based on location,
company name and product services. We have also integrated an advanced search feature into our
Internet search function to enable our users to refine and tailor their searches based on a combination of
location and company’s name, person’s name or telephone number.

 Popular Category Searches. We offer quick links on our home page to directly provide enhanced search
results for our most popular categories, including movies, restaurants, hotels, logistics services and
emergency services.

 Other Locations. Our ‘other locations’ feature provides users with other locations or branches of the same
business when a particular location is sought in a Company Search for categories such as banks, ATMs,
movie theatres, restaurants and hotels. Similarly, a Category Search will show results from nearby cities

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 if there are no results in the searched city.

 Best Deal: In an initiative intended to allow our users to obtain the best price on products or services,
multiple vendors compete for a user’s business in a process similar to a “reverse auction” process. When
a user elects to participate in a Best Deal service, we instantly provide the user and the relevant vendors
listed in our database with each other’s details. The vendors then contact the interested user directly in
order to compete amongst themselves on price and other factors to sell the user the product or service
being sought.

 Reviews and Ratings. Users can submit their reviews of businesses, products and services on our website
or through our phone service. These reviews are regularly monitored and uploaded on our website for the
benefit of potential users to enhance their search experience and enable them to make suitable choices.
This also enables companies listed in the database to receive feedback on their products and services.
Further, companies can acquire certificates from us to display their ratings. Users can receive search
results based on the reviews and ratings received. Recently, we have added movie reviews and ratings by
users on our website and mobile Internet WAP site. As of March 31, 2013, approximately 23.0 million
reviews and ratings were published on our website, as compared to 7.4 million reviews and ratings
published as of March 31, 2012.

 Tag-Your-Friend. We encourage users to share their reviews and ratings by inviting them to be part of a
social search feature called “Tag-Your-Friend”. This feature allows our users to leverage their own
network of participating friends and acquaintances to recommend listings for them across our website and
mobile Internet WAP site, including with our Master App. With this feature, users are able to see the
businesses most recently rated or reviewed by their friends, and details of the experiences they had with
such businesses. As of March 31, 2013, 7.6 million friends were “tagged” through this feature.

 Logos, pictures, videos and catalogues. All businesses listed with us can enhance their listings by
uploading logos, pictures, videos and catalogues of their products and services on their search result
pages.

 Contests. From February 4, 2012 until completion on February 25, 2013, we declared 388 winners in our
‘Win an iPad2 Everyday’ contest. The contest is part of our promotional activity to increase the
awareness of our brand and services by rewarding our users and help us promote and highlight features of
our website including “Ratings and Reviews” and “Tag Your Friend”.

 Facebook and Twitter links. Users can connect to our Facebook and Twitter pages directly through links
provided on our webpage. Users can also tweet the business listings directly from our website. This
feature allows our users to publicly share the quality of our search and business information we have to
their established social networking accounts. As of March 31, 2013, we had 1.5 million ‘fans’ on
Facebook and 10,506 followers on Twitter.

 Just Dial Events. Users can search for upcoming events without charge on [Link]. Search
categories include: Arts & Crafts, Community, Dance, Food & Drinks, Lifestyle, Literary, Music,
Nightlife & Parties, Sales & Exhibitions and Theatre. This service is currently available for events in
eight major Indian cities: Ahmedabad, Bengaluru, Chennai, Delhi/NCR Region, Hyderabad, Kolkata,
Mumbai and Pune.

Mobile Internet

We received approximately 28.2 million mobile Internet visits in the nine months period ended December 31,
2012 (which resulted in approximately 58.3 million mobile Internet searches) which represented 11% of our total
search requests in this period. We received approximately 13.6 million mobile Internet visits in fiscal 2012 (which
resulted in approximately 23.8 million mobile Internet searches) which represented 5% of our total searches, 9.6
million mobile Internet searches in fiscal 2011 and 4.7 mobile Internet searches in fiscal 2010. The CAGR of
mobile Internet searches was 127% over the period from fiscal 2009 to fiscal 2012.

Our mobile Internet products and services have been designed for our users who are on the move and need instant

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access to information. Our mobile Internet search service was launched in August 2007.

Our users can enable the Internet browser on their mobile Internet enabled devices to access [Link]
or [Link] for similar search functions as our Internet service as described above. For our users’
ease of use and navigation, our mobile Internet service is tailored so that navigation is click through driven and the
search functions are user-friendly. Any charges for conducting such searches through the user’s
telecommunication service provider are borne by the user.

We provide multiple options to our users for using our mobile Internet services while on the go, including a
version of our website optimized for mobile phones. We have developed our Master App, which is in use for
Android mobile phones and iPhones (that was launched in April 2013) and are in the process of developing it as an
app for Blackberry and Windows Phone 7 operating systems. In 2012, Android apps, including our Master App,
were released which are used exclusively to access our mobile Internet search service. These apps have been
downloaded more than 1.1 million times as of December 31, 2012. The Mobile App includes our “Tag-Your-
Friend” social search feature, in which users can review the ratings and reviews of their own network of
participating friends and acquaintances.

Our mobile platform also includes many features available on our website such as user reviews and ratings, and
permits the information on our website to be sent to the users' mobile phone at no cost. We offer icons for popular
categories (such as movies, restaurants, hotels, ATMs, petrol stations, doctors, etc.) on the home page of our
mobile Internet platform so that the user can go directly to the search results page of the desired category.

Our mobile platform permits a location-based search service called “near me” that provides search results
considering the user’s location, which is detected by using the GPS function included in certain mobile phones.
Our Master App can then provide the user with directions to the business by using a mapping application or
service on the user’s mobile phone.

We intend to leverage on the introduction of third generation mobile technology and broadband wireless access
services, which will further facilitate the use of mobile Internet applications in India.

Voice

We provide an operator-assisted voice local search service that is available 24 hours a day and seven days a week.
Users can dial our hotline number 6999-9999 which is available from approximately 250 cities and towns in India,
or +91-88-8888-8888 which is available from across India, or through eight local numbers available in certain
cities.

In the nine months period ended December 31, 2012 and in fiscal 2012, approximately 39% and 46%,
respectively, of our total search requests were received through our voice service, which has grown significantly in
the past five years. We received approximately 104.8 million voice searches in the nine months period ended
December 31, 2012. We received approximately 71.5 million voice searches in fiscal 2010, 93.9 million voice
searches in fiscal 2011 and 115.9 million voice searches in fiscal 2012, representing a growth of 37.1%, 31.4%,
and 23.4%, respectively, and a CAGR of 31% in total voice searches over these three fiscal years. Of the total
voice searches in the nine months period ended December 31, 2012, approximately 64% were for Company
Searches and 34% for Category Searches.

As of March 31, 2013, we had eight in-house call centres located in Ahmedabad, Bengaluru, Chennai, Delhi,
Hyderabad, Kolkata, Mumbai, Pune. We employed 1,837 IROs as of March 31, 2013. Each of our call centres
operate 24 hours a day and seven days a week. Our IROs are fluent in English and some regional languages,
thereby providing language options to our users and increasing our user base. All of our IROs participate in a one-
week training program before commencing work in order to understand our processes and information and
technology systems to be able to provide our services to our users. Our IROs also attend periodic refresher courses
to enhance their skill-set.

We believe that our training program, use of robust technology systems, advanced search algorithms and advanced
IT system and infrastructure have increased the productivity of our IROs over the last four years, resulting in an
increase of the average phone searches answered per hour. To maintain and increase the quality of our service, we

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have process trainers and quality control teams who are entrusted to ensure that IROs provide accurate information
as well as courteous and professional service to our users.

Users can dial our hotline numbers to do a Company Search or a Category Search. IROs speak with the users to
ascertain their queries, which the IROs then process by conducting a live Company Search or Category Search on
our database. Search results are conveyed at the option of the user during the call or immediately following the call
by SMS or e-mail.

When a user calls for the first time, we ask his personal details, such as name, e-mail address, mobile number and
whether by profession he or she is a business person or is in service, to be recorded in our user data. Once the
users’ details are recorded with us, our IROs can immediately send the search results to the user’s contact details
in our registry, thereby reducing our response time.

To enhance our users’ experience, we have introduced user rating by telephone whereby on a random basis our
users are requested to rate and review the business, product or service that was the subject of their last call request.
These ratings are accumulated and featured on our website.

We have also provided telephone users with a “Best Deal” service, which is similar to a reverse auction service.
Upon a user’s search request for any product or service, we provide the user’s details to our paid advertisers
offering the desired product or service. The paid advertisers then contact the interested user directly in order to
compete amongst themselves on price and other factors to sell the user the product or service being sought.

We utilize the services of various telecommunication service providers for our incoming and outgoing calls in
India.

SMS

Our services using SMS have been designed for our users who are on the move and need instant access to
information. Our SMS search service was launched in November 2007, and is available on most major
telecommunication networks in India.

Our SMS search services operate in a manner similar to our voice service, except that users search for information
by sending a text message containing their queries to +91-88-8888-8888 instead of calling our hotline number. A
text message containing the search result is typically sent to the user instantly. Relevant charges by the various
telecommunications service providers apply to these services, but we do not charge users for SMS searches. We
received 787,376 SMS searches in the nine months period ended December 31, 2012, compared to 586,324 SMS
searches in fiscal 2012, 19,856 SMS searches in fiscal 2011 and 36,144 SMS searches in fiscal 2010 representing
0.3%, 0.2%, 0.01%, and 0.03% of our total search requests, respectively.

Our Database

We maintain, develop and regularly update our database of information on businesses, the core of which are
SMEs, in India. As of March 31, 2013, our database had approximately 9.1 million business listings from various
cities and towns in India.

Our business is highly dependent on a reliable and extensive database of business listings. As of March 31, 2013,
we had a dedicated database team of approximately 320 employees that regularly updates the information
regarding businesses on our database and supplements it with new entries. We grow our database through our data
collection team and marketing executives’ directly inviting businesses to provide their information as well as
through user feedback and prominent links on our website. Business owners can list their business on our database
for free online or by using our mobile Internet platform. To facilitate this process, we have a company-wide data
input facility that allows any employee to submit data. Our regular contact with businesses facilitates the updating
of their contact information, so as to maintain the accuracy of our database listings to the extent possible. Our
users also contribute to our database when they call up our call centre to seek any information and if they have a
business that they want to advertise and if that business listing is not available in our database, they provide us
with such business information. The data collected is periodically verified by our database team, including through
user feedback, although no documentary evidence is gathered for verification.

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We collect other information relating to businesses such as geographical location, images, logos, videos and
menus, which we believe are useful for our users. We provide searches under multiple categories and each of these
categories is further linked to key words that enable our users to search by key words. Through a geographical
location-tagging process that we refer to as “Geo-Coding”, we provide the location of businesses listed with us to
our users. Once Geo-Coded, these business listings feature in the order of distance based on the searched location
by the user. These listings are also marked on the map of that area to enable the user to find the location of the
business. Geo-Coding enables our users to do location-based searches.

To further develop a reliable and updated database, while minimizing costs and expenses, we have initiated a
reseller program under which third parties collect and provide new entries to our database for a payment. Our
relationships with the resellers enables us to receive new entries and obtain new business listings and potential
paid advertisers without requiring additional manpower. To maintain quality of information, we provide training
and support to our resellers and data is verified by our internal database verification team.

Sales, Marketing and Business Development

Sales

As of March 31, 2013, we had 3,651 sales and marketing executives, including 2,707 tele-sales executives who
market our products and services via telephone and Internet, and 944 “feet on street” executives who generally
market our products and services via in-person meetings. These executives are located in and around Ahmedabad,
Bengaluru, Chandigarh, Chennai, Coimbatore, Delhi, Hyderabad, Jaipur, Kolkata, Mumbai and Pune.

We use a dedicated sales team of marketing executives and the Internet to market our services to attract new
advertisers and convert our free business listings into paid advertisers. We believe that an experienced and well-
trained sales team is critical to our operations, and we devote significant resources to developing and maintaining
our sales infrastructure.

Our strategy is also to make contact with every business within our target markets that is not listed with us. We
work closely with our data collection team to identify and reach out to potential advertisers. We have also
implemented a reseller program to procure additional paid advertisers without incurring significant additional
costs. As our paid advertisers comprise mostly of SMEs, we plan to offer existing membership packages across
more geographies and categories for SME categories. We also intend to further develop dedicated category portals
to attract SMEs with focused promotional requirements.

Our sales team is divided into tele-sales executives and “feet on street” executives. Our tele-sales executives make
initial contact with existing or potential paid advertisers via telephone. When existing or potential paid advertisers
express an interest in upgrading their membership packages or advertising to our tele-sales executives, we send our
“feet on street” executives to meet them. When a business owner registers with us online, our tele-sales executives
usually contact them within 24 hours to register their listing, inform them of the benefits of paid advertising and, if
accepted, to assist them to select an appropriate membership package. Our data collection team works closely with
our tele-sales and “feet on street” executives to identify potential paid advertisers.

Marketing and Business Development

We undertake advertising campaigns of our own from time to time. We believe that investment in our brand
building campaign will increase our profile and exposure to the market.

We believe our online and offline (such as television and outdoor advertisements) marketing strategies increase
our brand awareness, attract users to use our search services and businesses to list or advertise with us.

Our marketing channels primarily consist of online advertising, such as various search engines, and offline
advertising using print or broadcast media to conduct mass media campaigns including television, radio, e-mail or
SMS. We use digital marketing tools, such as virtual marketing and online display banners, and have presence in
social media, such as Facebook and Twitter.

As part of our strategy to increase awareness of the Just Dial brand with SMEs, we have created a team of

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marketing executives, called “Just Dial Ambassadors”, whose principal objective is to educate SMEs about our
services. As of March 31, 2013, we had 372 Just Dial Ambassadors. In the process of marketing our brand, the
Just Dial Ambassadors collect data from the SMEs they have met, inform SMEs of the benefits of paid advertising
and in some cases convert SMEs with free business listings into paid advertisers.

Technology and Infrastructure

We believe that our success is dependent on our technology and know-how concerning our database, and that our
technology information systems and infrastructure are key operational and management assets which are integral
to the provision of our services and products.

As of March 31, 2013, we had a dedicated team of 152 technology experts with the industry expertise to research
and develop new software applications for our daily business operations.

We benefit from an advanced technology platform which we believe has a high level of reliability, security and
scalability, and which has been designed to handle high transaction volumes. We have the ability to scale up and
down our technology infrastructure to meet our operational requirements without incurring substantial costs as we
use virtual machines and infrastructure wherever possible. As it is open source, we have also been able to lower our
IT costs due to simplified management and reduced systems maintenance.

Our systems infrastructure, Internet and database servers are housed in a secured location, and have monitoring
and engineering support 24 hours a day and seven days a week to address technical difficulties and ensure
continuity of our business.

Our system allows us to promptly process user inquiries and requests and continually monitor the performance of
our sales and customer service representatives, including the average time per call taken by our IROs.

We operate on an open source platform, which powers approximately 816 servers for our various intranet and
extranet applications. Our various intranet and Internet applications are accessed by thousands of our tele-sales
executives from 11 cities in India and millions of online users on a daily basis.

Since May 2012, we have operated a research and development center in a leased office space in Bengaluru with
an objective to develop innovative products and services.

We were the winner of the IDC Enterprise Innovation Award in 2010 for achieving business excellence in India
through the use of information technology and the Red Hat JBoss Innovation Award 2010 in the “carved out
costs” category for our ability to increase flexibility and decrease information technology and licensing costs
through migration from proprietary software to open source solutions. In 2010, we became the first Indian
company to be recognized as the Red Hat Innovator of the Year 2010 by popular vote of the attendees of the 2010
Red Hat Summit and the open source community.

Security

We are committed to protecting the security of the information regarding our users and business and other listings.
We maintain an information security team that is responsible for implementing and maintaining controls to prevent
unauthorized users to access our systems. These controls include the implementation of information security
policies and procedures, security monitoring software, encryption policies, access policies, password policies,
physical access limitations, and the detection of any fraud committed by internal staff. Our information security
team also coordinates internal and external reviews every six months.

We have installed anti-virus software to prevent our systems and infrastructure from being infected and crippled
by computer viruses. All our servers installed at all our data centres as well as at all our offices are also secured
with firewalls to prevent hacking.

A security lapse that we have experienced occurred on March 5, 2011, when a third party software application was
compromised resulting in our website becoming unavailable for 2 hours and 40 minutes. In another instance, our
website was rendered unavailable for 5 minutes on April 15, 2011 due to a firewall failure. On January 18, 2012,
our website was not accessible from a number of Internet Service Providers for 4 minutes due to the failure of a

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router. Our database and application software were not compromised in any of these incidents or at any other time.
See “Risk Factors - If our service platforms are misused, it could lead to user dissatisfaction and discourage the
use of our products and services and have a material adverse effect on our business and reputation” on page 18.

Competition

We compete with a variety of advertising channels ranging from Internet search engines, operator-assisted
directory information services, radio, television, traditional printed directories and other printed platforms such as
telephone directories, newspapers, magazines and billboards. We compete with all these channels for both the
users and a share of the overall advertising business in India. The principal competitive factors include the size of
user base, brand recognition, accessibility across platforms, relationship with paid advertisers, customer service
and pricing.

Our competitors include Internet-based search service providers, such as Google. We believe that we are able to
differentiate ourselves from the large global search engines due to our consistent delivery of quality user
experience and providing features such as reviews and ratings by users, providing our users a reliable and
extensive database, multi-platform services on a large scale, personal inter-face by our IROs, our on-the-ground
sales force and our understanding, familiarity and experience of the local market. Our focus is on providing local
search services on businesses instead of being a generic search engine. In addition, we believe our local know-how
(such as our database of SME listings and user review and ratings) and our relationship with the SMEs enable us
to offer particularly relevant products and services.

Other competitors include companies such as Infomedia Yellow Pages and Getit Yellow Pages which provide
traditional printed and online directories. With the increasing use of mobile devices and changing demographics
and lifestyle choices, we believe that our Internet, mobile Internet, voice and SMS search services are better-
positioned to provide convenient and speedy service to satisfy our users’ needs and preferences. Our users have
immediate access to the ongoing updates to our database, unlike printed directories which are usually updated and
distributed annually.

We believe that we are able to differentiate ourselves from other local search service providers in India like
“Sulekha” and “Askme” and few other local search engines due to the combination of our large database,
availability of our database across multiple platforms and our strong branding.

Intellectual Property

Our intellectual property rights include trademarks and domain names associated with the name “Just Dial,” and
other rights arising from confidentiality agreements relating to our database and website content and technology.
While we have registered various logos associated with our name, the logo appearing on the cover page of this
Red Herring Prospectus has not been registered by us and we filed an application for the registration of such logo
on August 11, 2011. This application is currently pending. We regard our intellectual property as an important
factor contributing to our success. We rely on a combination of trademark law, trade secret protection, non-
competition and confidentiality agreements with our employees and some of our partners to protect our intellectual
property rights. We require our employees to enter into agreements to keep confidential all information relating to
our users and paid advertisers, method, business and trade secrets during and after their employment with us. Our
key employees are required to acknowledge and recognize that all inventions, trade secrets, works of authorship,
developments and other processes made by them during their employment are our property. We have applied for
copyright registration of our database. Pursuant to registration, our database will enjoy copyright protection and
we, as proprietor of the database, will enjoy exclusive rights to, among other things, reproduce, copy, translate or
adapt our database.

We have registered our domain name, “[Link] and other sub-domain names and have full legal
rights over the domain and sub-domain names for the period for which such domain names are registered. We
conduct our business under the “Just Dial” brand name and logo, and have registered and applied for various “Just
Dial” trademarks in India. Please see the section “Government Approvals—Intellectual Property Related
Approvals” on page 352 for further details.

We have obtained registration of two trademarks in the U.S. Further, we have a licensing agreement with Just Dial

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Inc., to permit it to use of “Just Dial” brand in the U.S. and Canada. See the section “History and Corporate
Matters – Summary of Key Agreements – Trademark license agreement dated August 10, 2011 between JD USA
and our Company” on page 162 for further details.

Divestment of JD USA and International Expansion

The initial focus of our international expansion was in the U.S. and Canadian market, which we conducted through
JD USA, which used to be our U.S. subsidiary prior to July 22, 2011, and JD Global, which ceased to be our
subsidiary in fiscal 2011. JD USA is engaged in the business of providing infrastructure support services to the
customers of JD Global in the U.S., which includes arranging lease and telephone lines and providing
communication related and database procurement services. In 2010, JD USA launched the toll-free 1-800-Justdial
and 1-800-5000-000 operator-assisted call service under the “Just Dial” brand name in the U.S., and subsequently
expanded to providing Internet search services at [Link]

With effect from July 22, 2011, we sold our entire shareholding in JD USA to JD Global and JD USA ceased to be
our subsidiary from that date. During fiscal 2012, JD Global paid an aggregate amount of ` 22.0 million to us as
consideration.

We paid a penalty of ` 200,000 to RBI pursuant to compounding of our contravention of certain regulations under
FEMA in connection with the remittance of funds to JD USA, see the section “Risk Factors - Our Company has
paid a penalty of ` 200,000 to RBI pursuant to the compounding of our contravention of certain regulations under
FEMA in connection with the remittance of funds by our Company to JD USA”.

For fiscal 2011, JD USA had total assets of ` 36.3 million and total revenue of ` 23.3 million which are reflected
in our consolidated financial statements for fiscal 2011. We will receive an annual license fee equal to 1.0% of JD
USA’s net revenues pursuant to a trademark license agreement between us and JD USA. The license agreement
also provides that we will continue to own all rights in the “Just Dial” brand name which includes all rights, title
and interest in relation to certain trademark applications and registrations and the common law rights in the
trademark “Just Dial”.

As JD USA is not a subsidiary of our Company since July 2011, we do not consolidate JD USA. Accordingly, our
consolidated financial statements for fiscal 2011 may not be fully comparable to our consolidated financial
statements for fiscal 2012. As we no longer have any subsidiaries, our financial statements since fiscal 2012 may
not be fully comparable to our consolidated financial statements for fiscal 2012 or prior fiscal years.

For further details, see the section “History and Certain Corporate Matters – Summary of Key Agreements -
Sale/Share Transfer Agreement between our Company, JD Global and JD USA and - Trademark license
agreement dated August 10, 2011 between JD USA and our Company” on page 162.

Given the knowledge and experience we have obtained by operating in India for approximately 16 years, we
believe that it is in our strategic interest to continue to focus on the Indian market and undertake expansion into
other geographic areas by entering into licensing or other similar arrangements with parties which may have more
experience in, or are better suited for, undertaking the business in such markets. Consequently, we do not have any
direct operations in the US or in any country other than India. Except for the non-exclusive arrangement with JD
USA for services in the US and Canada, we have not entered into any other licensing arrangement. We have not
formalised any policy deciding whether future licensing arrangements would be with existing or future group
companies or with third parties. We will determine the counter-parties for future licensing arrangements and the
terms of such arrangements (including measures to address conflicts of interest) as and when we decide to enter
into any arrangements.

Demerger of IT Testing Operations

To streamline our operations and focus on our core business, we demerged our IT testing operations and other
related services to JD Global in fiscal 2012 through a scheme of arrangement which was approved by the High
Court of Bombay. For further details, please see the sections “Management’s Discussion and Analysis of Financial
Condition and Results of Operations –Demerger of IT Testing Operations” on page 321 and “History and Certain
Corporate Matters – Scheme of Arrangement between our Company, Just Dial Global Private Limited and their

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respective shareholders and creditors” on page 157.

Employees

We are focused on the recruitment, training and retention of our employees. As of March 31, 2013, we had 7,342
employees. All of our employees are based in India. The following table shows the total number of our employees
as of the end of our fiscal years 2009-2013.

Number of employees as of March 31,

2009 2010 2011 2012 2013
Total 3,058 3,763 4,868 6,201 7,342

None of our employees are represented by a labour union and we have not experienced any work stoppages, to
date. We believe our employee relations are good.

Insurance

We maintain standard insurance policies for our physical assets and our employees as required by applicable laws
and regulations. We maintain and annually renew insurance for losses (but not business interruption) arising from
fire, burglary as well as terrorist activities for each of our offices. As of March 31, 2013, our material policies are
professional liability for group medical and personal accident insurance and keyman insurance.

Properties

Our registered and corporate office is located at Palm Court, Building-M, 501/B, 5th Floor, Besides Goregaon
Sports Complex, New Link Road, Malad (West), Mumbai 400 064, covering approximately 6,095 square feet. We
have licensed these premises from our Promoters, V.S.S. Mani and Anita Mani. The license expires on January 31,
2016. In addition, we have 15 offices across India (including one each in Mumbai, Ahmedabad, Chandigarh,
Chennai, Coimbatore, Hyderabad, Jaipur, Kolkata, two each in Pune and Noida and three in Bengaluru), which has
been occupied by us on leave and license arrangements. We have also leased an office space in Bengaluru for
research and development purposes. Most of these leave and license arrangements are for a five-year term with
minimum three years lock-in period, require eight to ten months’ rent as security deposit, and involve rents based
on the prevailing per-square-feet market rate.

We believe that our existing properties are adequate for our current requirements and that additional space can be
obtained on commercially reasonable terms to meet our future requirements as they arise.

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 REGULATIONS AND POLICIES

The following description is a summary of certain sector specific laws and regulations in India, which are
applicable to our Company. The information detailed in this chapter has been obtained from publications
available in the public domain. The regulations set out below may not be exhaustive, and are only intended to
provide general information to the investors and are neither designed nor intended to substitute for professional
legal advice.

The Telecom Regulatory Framework

The usage of telecommunications infrastructure in India, including bandwidth, telecommunication links and other
infrastructure is regulated by legislation, administrative orders, licensing and contractual mechanisms. The
Department of Telecommunications or DoT under the Ministry of Communications & Information Technology,
GoI frames and administers policy in matters of telecommunications. The Telecom Regulatory Authority of India
(the “TRAI”), established under the Telecom Regulatory Authority of India Act, 1997, as amended is an
independent regulator of telecommunication services. TRAI is responsible for framing rules and regulations in
relation to telecommunication services and administering applicable laws such as the Indian Telegraph Act, 1885
and the Indian Wireless Telegraphy Act, 1933. In addition to the power to frame rules and regulations, TRAI also
has the adjudicatory powers to resolve disputes between service providers and matters relating to quality of
telecommunication services and the interest of consumers.

As part of our Company’s operations, particularly our telephone-based local search service, we are required to
comply from time to time with the laws, rules and regulations in relation to the telecommunications infrastructure
in India.

OSP Licenses

The New Telecom Policy, 1999 (the “NTP”) was framed by the DoT and aimed at creating an enabling framework
for developing the telecommunications industry. The NTP provided for other service providers (“OSPs”) to use
the infrastructure provided by various access providers by obtaining registrations for specific services being
offered subject to certain restrictions. These restrictions are that OSPs shall not infringe upon the jurisdiction of
other access providers and that they will not provide switched telephony.

The units of our Company providing call centre services are required to obtain separate licenses from the DoT.
These units are subject to license-based restrictions along with the OSP-specific terms and conditions issued by the
DoT from time to time. Some examples of these restrictions include periodic reporting requirements, denial of
connectivity with international call centres and adherence to certain network standards.

Telemarketing Licenses

The NTP envisaged the provision of better telecommunication facilities to the people. Keeping this view in mind,
the DoT has framed telemarketing guidelines which regulate commercial messages transmitted through
telecommunication services. These guidelines require any person or entity engaged in telemarketing to obtain
registration from the DoT.

Our voice-based and text-based services are subject to the telemarketing guidelines and the restrictions provided
for therein. Some examples of these restrictions include separation of network resources used for telemarketing
from other resources, reporting of call data records to authorities, denial of providing switched telephony etc.

Telemarketing guidelines were first issued by TRAI as the Telecom Unsolicited Commercial Communications
Regulations, 2007 (the “Unsolicited Communications Regulations”). The Unsolicited Communications
Regulations required telemarketers to, inter alia, obtain registration and discontinue the transmission of unsolicited
commercial messages to telephone subscribers registered with a national database established under the
regulations. The Unsolicited Communications Regulations have now been replaced with the Telecom Commercial
Communications Customer Preference Regulations, 2010 (the “Customer Preference Regulations”), issued by
TRAI on December 1, 2010. The Customer Preference Regulations prohibit the transmission of unsolicited

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commercial communication via calls or SMS, except commercial communication relating to certain categories
specifically chosen by the subscribers, certain exempted transactional messages and any message transmitted on
the directions of the Government or State Government or their authorized agencies, impose penalties on access
providers for any violations, require setting up customer complaint registration facilities by access providers and
provide for blacklisting of telemarketers in specified cases. Further, the regulations prohibit the transmission of
commercial messages during the night, allocate clearly identifiable telephone numbers to telemarketers and also
restrict the number of commercial messages transmitted through an access provider. Under the Customer
Preference Regulations, no person, or legal entity who subscribes to a telecom service provided by an access
provider, shall make any commercial communication without obtaining a registration as a telemarketer from
TRAI.

Information Technology Laws

The Information Technology Act, 2000 (the “IT Act”) was enacted with the purpose of providing legal recognition
to electronic transactions. In addition to providing for the recognition of electronic records, creating a mechanism
for the authentication of electronic documentation through digital signatures, the IT Act also provides for civil and
criminal liability including fines and imprisonment for various computer related offenses. These include offenses
relating to unauthorised access to computer systems, modifying the contents of such computer systems without
authorization, damaging computer systems, the unauthorised disclosure of confidential information and computer
fraud. The Information Technology (Amendment) Act, 2008, which came into force on October 27, 2009,
amended the IT Act and inter alia gives recognition to contracts concluded through electronic means, creates
liability for failure to protect sensitive personal data and gives protection to intermediaries in respect of third party
information liability.

In April 2011, the Department of Information Technology under the Ministry of Communications & Information
Technology, GoI notified the Information Technology (Reasonable security practices and procedures and sensitive
personal data or information) Rules, 2011 in respect of section 43A of the IT Act (the “Personal Data Protection
Rules”) and the Information Technology (Intermediaries guidelines) Rules, 2011 in respect of section 79(2) of the
IT Act (the “Intermediaries Rules”). The Personal Data Protection Rules prescribe directions for the collection,
disclosure, transfer and protection of sensitive personal data. The Intermediaries Rules require persons receiving,
storing, transmitting or providing any service with respect to electronic messages to not knowingly host, publish,
transmit, select or modify any information prohibited under the Intermediaries Rules and to disable such
information after obtaining knowledge of it. Further, the Department of Personnel and Training under the Ministry
of Personnel, Public Grievances and Pensions, GoI has proposed to introduce a new legal framework that would
balance national interest with concerns of privacy, data protection and security.

As part of our Company’s operations, we are required to comply with the IT Act and the provisions thereof.

Intellectual Property Laws

Intellectual property in India enjoys protection under both common law and statute. Under statute, India provides
for the patent protection under the Patents Act, 1970, copyright protection under the Copyright Act, 1957 and
trademark protection under the Trade Marks Act, 1999. These enactments provide for the protection of intellectual
property by imposing civil and criminal liability for infringement. In addition to the domestic laws, India is a party
to several international intellectual property related instruments including the Patent Co-operation Treaty, 1970,
the Paris Convention for the Protection of Industrial Property, 1883, the International Convention for the
Protection of Literary and Artistic Works adopted at Berne in 1886, the Universal Copyright Convention adopted
at Geneva in 1952, the Rome Convention for the Protection of Performers, Producers of Phonograms and
Broadcasting Organizations 1961 and as a member of the World Trade Organisation is a signatory to the
Agreement on Trade Related aspects of Intellectual Property Rights, 1995.

Our Company has obtained trade mark registrations for the various brands and logos used in our business which
are subject to the provisions of the Trade Marks Act, 1999. We have also filed for copyright registration of our
databases to enjoy the statutory protection of the Copyright Act, 1957.

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Laws relating to Employment

Labour Laws

Labour laws in India classify persons into ‘employees’ and ‘workmen’ based on factors which, among others,
include the nature of work and remuneration. While workmen are typically entitled to various statutory benefits
including gratuity, bonus, retirement benefits and insurance protection, employees are governed by the terms of
their employment contracts.

The following is an indicative list of laws applicable to our operations and our employees and workmen:

 The ESI Act

 The Employees Provident Funds and Miscellaneous Provisions Act, 1952
 The Industrial Disputes Act, 1947
 The Minimum Wages Act, 1948
 The Payment of Bonus Act, 1965
 The Payment of Gratuity Act, 1972

Shops and Establishments laws in various states

Under the provisions of local Shops and Establishments laws applicable in various states, establishments are
required to be registered. Such laws regulate the working and employment conditions of the workers employed in
shops and establishments including commercial establishments and provide for fixation of working hours, rest
intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other
rights and obligations of the employers and employees. Our Company’s offices have to be registered under the
Shops and Establishments laws of the state where they are located.

Other regulations

In addition to the above, our Company is required to comply with the provisions of the Companies Act, FEMA,
the Competition Act, 2002, different state legislations, various tax related legislations and other applicable statutes
for its day-to-day operations.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Brief History of our Company

Our Company was incorporated as A&M Communications Private Limited on December 20, 1993 at New Delhi
as a private limited company under the Companies Act. Subsequently, the registered office of our Company was
shifted to the State of Maharashtra with effect from August 30, 2004 and a certificate dated December 16, 2004 of
registration of the order of the Company Law Board confirming transfer of the registered office from one state to
another was issued by the Registrar of Companies, Maharashtra. The name of our Company was changed from
A&M Communications Private Limited to Just Dial Private Limited on December 26, 2006. Subsequently,
pursuant to a special resolution passed by our Shareholders at an extra-ordinary general meeting held on July 22,
2011, our Company was converted into a public limited company and the word “private” was deleted from its
name. Consequently, the name of our Company was changed to Just Dial Limited and a fresh certificate of
incorporation pursuant to the change of name was issued by the RoC on July 26, 2011.

Changes in Registered Office

The details of changes in the registered office are set forth below:

Date of change of Details of the address of Registered Office

Registered Office
June 1, 2002 From B-501, Purvasha, Anand Lok, Mayur Vihar, Phase – 1, New Delhi 110 091
to C-57, 2nd floor, Preet Vihar, New Delhi 110 092
August 30, 2004 From C-57, 2nd Floor, Preet Vihar, New Delhi 110092 to 7, Sahadev, Vishal
Nagar, Marve Road, Malad (West), Mumbai 400 064
May 26, 2005 From 7, Sahdev, Vishal Nagar, Marve Road, Malad (West), Mumbai – 400 064 to
Palm Court, Building – M, 501/B 5th Floor, Besides Goregaon Sports Complex,
New Link Road, Malad (West), Mumbai – 400 064

The changes in the Registered Office were made to ensure greater operational efficiency and to meet growing
business requirements. The changes to the name of our Company were undertaken to align the name with the
nature of business of our Company and upon conversion of our Company from a private limited company to
public limited company.

The Main Objects of Company

The main objects contained in the Memorandum of Association of our Company are as follows:

1. To carry on the business in India and abroad, of accessing, tabulating and providing business
information about the characteristics, interest and other attributes of various types of businesses,
projects, individuals, organizations and countries including printing, publishing, editing of books,
newspapers, magazines, periodicals and journals.

2. To act as consultants and advisors on matters and problems relating to business information including to
access, analyse, process, interpret, distribute and executive data, statistics and information relating to
any type of business or industry.

3. To arrange for systematic communication of business information including making use of modern
communication aids and facilities like computers and other electronic data processing machines, tax and
telex.

4. To carry on the business of manufacture, develop, design, research, assemble, supply, install, import,
export, sell, servicing agents and deal in all kinds of telecommunication and telematic equipments, tele
information equipments, satellite communication terminals, intercommunication apparatus and
equipment for commercial, public and private uses and provide services in direct mailing systems.

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 5. To carry the business of advertising and publicity agents, consultants and contractors in all its branches,
designer of advertisements, press agents, News agents, Printing agents, Newspaper cutting agents, bills
posters commission agents, promoters of or organisers of or agents for all types of advertisement or
publicity schemes and methods inclusive of all types of advertisement or publicity schemes and methods
inclusive of all types of advertisement through cinema medium at both national and international levels.
To carry on the business of agents of and producing advertisement films.

6. To carry on the business of advertising agency of providing to the advertiser a complete range of national
and international advertising services on all mass media, like radio, television, cable network, Cinema,
video, hoarding, kiosks bus panels, water trolleys, auto rickshaws, taxis, newspaper, foreign and Indian
magazines and films and to carry on the business of advertising consultancy and professional market
research, collection of database and provide information consultancy.

7. To setup and run electronic data processing centres, designing and development of system and
application software, carrying feasibility studies for computerization, manufacturing and setting up
computer system, peripherals and related consumables.

The main objects as contained in the Memorandum of Association enable our Company to carry on the business
presently being carried out.

Amendments to the Memorandum of Association

Date of Nature of Amendment

shareholders’
resolution
September 2, Clause V of the Memorandum of Association was amended to reflect the increase in the
1996* authorised share capital of our Company from ` 100,000 divided into 10,000 Equity Shares
to ` 1,000,000 divided into 100,000 Equity Shares.
September 2, 2002 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ` 1,000,000 divided into 100,000 Equity
Shares to ` 5,000,000 divided into 500,000 Equity Shares
August 6, 2003 Clause II of the Memorandum of Association was amended to reflect the change of
registered office of our Company from NCT of Delhi to State of Maharashtra.
March 30, 2004 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ` 5,000,000 divided into 500,000 Equity
Shares to ` 10,000,000 divided into 1,000,000 Equity Shares
August 19, 2005 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ` 10,000,000 divided into 1,000,000 Equity
Shares to ` 40,000,000 divided into 4,000,000 Equity Shares
March 27, 2006 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ` 40,000,000 divided into 4,000,000 Equity
Shares to ` 110,000,000 divided into 11,000,000 Equity Shares
May 5, 2006 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ` 110,000,000 divided into 11,000,000 Equity
Shares to ` 150,000,000 divided into 15,000,000 Equity Shares
October 9, 2006 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ` 150,000,000 divided into 15,000,000 Equity
Shares to ` 154,000,000 divided into 15,000,000 Equity Shares and 400,000 Preference
Shares of ` 10 each
December 26, Clause I of the Memorandum of Association was altered by inserting the name “Just Dial
2006 Private Limited” in place of “A&M Communications Private Limited”
February 26, 2007 The objects clause III (A) of the Memorandum of Association was altered by inserting the
following clause immediately after subclause 6:

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 Date of Nature of Amendment
shareholders’
resolution
“To setup and run electronic data processing centres, designing and development of system
and application software, carrying feasibility studies for computerization, manufacturing
and setting up computer system, peripherals and related consumables.”
April 24, 2010 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ` 154,000,000 divided into 15,000,000 Equity
Shares and 400,000 Preference Shares of ` 10 each to ` 1,004,000,000 divided into
100,000,000 Equity Shares and 400,000 Preference Shares of ` 10 each
May 9, 2011 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ` 1,004,000,000 divided into 100,000,000
Equity Shares and 400,000 Preference Shares of ` 10 each to ` 1,012,000,000 divided into
100,000,000 Equity Shares and 1,200,000 Preference Shares of ` 10 each
July 22, 2011 Clause I of the Memorandum of Association was altered by inserting the name “Just Dial
Limited” in place of “Just Dial Private Limited”
* Date of the resolution passed by our Board. We are unable to locate our corporate records such as minutes of the meeting of the
shareholders and the form filed with the Registrar of Companies, in relation to the increase of the initial authorised capital of our
Company.

Major events of our Company

The table below sets forth some of the key events in the history of our Company:

Year Event
1993 Incorporation of our Company as A&M Communications Private Limited
1996 Commencement of our Company’s search business operations in Mumbai with 8888-888
telephone number
2000 Secondary sale of 50% stake by our Promoters to [Link] Private Limited
2006 Investment of ` 546,947,470 by SAIF
2006 Change in name of our Company from A&M Communications Private Limited to Just Dial
Private Limited
2007 Launch of our Company’s website [Link]
2007 Investment of ` 165,287,873 by Tiger Global Four Holdings and Tiger Global Principals
Limited and second round of investment of ` 40,140,750 by SAIF
2007 Launch of our search service through SMS and mobile internet
2009 Our website receives 25 million visits in a year for the first time
2011 Investment of ` 166,932,666 by SAPV and ` 166,932,666 by EGCS
2011 Demerger of activities and operations pertaining to IT-related testing and other related
services of our Company to JD Global
2012 Investment of ` 3,269,507,759 by Sequoia I and Sequoia II and second round of investment
by SAPV.

Scheme of Amalgamation between our Company, RRR Computech (India) Private Limited and their
respective shareholders

On November 16, 2006, our Board approved a scheme of amalgamation under Sections 391 to 394 of the
Companies Act for the amalgamation (the “Scheme of Amalgamation”) of RRR Computech (India) Private
Limited (“RRR Computech”) with our Company, whereby the entire businesses and whole of the undertaking of
RRR Computech including all its properties and assets, liabilities, rights, duties, obligations, etc. were transferred
to our Company and RRR Computech was dissolved without winding up, with effect from January 1, 2007. RRR
Computech was engaged in the business of developing and designing system and application software. The
Scheme of Amalgamation came into effect on the last of the dates on which the certified copies of the orders of the
High Court of Bombay and the High Court of Andhra Pradesh sanctioning the scheme were filed with the
Registrar of Companies, Mumbai at Maharashtra and the Registrar of Companies, Hyderabad at Andhra Pradesh.

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Our Company obtained the approvals of the High Court of Bombay and the High Court of Andhra Pradesh for the
Scheme of Amalgamation on February 9, 2007 and February 22, 2007, respectively.

As consideration for the transfer of undertakings, business, investments, obligations, employees, etc. from RRR
Computech to our Company as envisaged under the Scheme of Amalgamation, our Company paid cash
consideration of ` 1,444 for every one fully paid-up equity share held in RRR Computech to certain specified
shareholders of RRR Computech, as specified in the Scheme of Amalgamation. During the year ended March 31,
2007, our Company issued and allotted 282,304 Equity Shares in aggregate to the remaining shareholders of RRR
Computech who held 503,067 fully paid-up equity shares of RRR Computech. The consideration and the exchange
ratios was determined based on the valuation report dated November 9, 2006 prepared by Nitin Gada & Co,
Chartered Accountants, wherein each equity share of RRR Computech was valued at ` 1,444 and each Equity
Share of our Company was valued at ` 2,574. Pursuant to the Scheme of Amalgamation, the Equity Shares held by
RRR Computech in our Company were cancelled.

The Scheme of Amalgamation, inter alia, provided the manner of vesting and transfer of the assets of RRR
Computech to our Company, the transfer of contracts of whatsoever nature of RRR Computech to our Company
and the continuance of our Company as a party in RRR Computech’s place in the same, the transfer of all suits and
proceedings by or against RRR Computech to our Company and the transfer of employees engaged by RRR
Computech to our Company.

Scheme of Arrangement between JD Global, its shareholders and creditors

On October 20, 2010, our Board approved a scheme of arrangement under sections 391 to 394 and other relevant
provisions of the Companies Act for the cancellation of all 525,000 equity shares of JD Global of ` 10 each held
by our Company and the consequent reduction in the paid-up equity capital of JD Global (the “Scheme of
Arrangement”). Pursuant to the Scheme of Arrangement, during fiscal 2011, all 525,000 equity shares of JD
Global of ` 10 each held by our Company were cancelled and a payment of ` 5.25 million was made to our
Company in cash towards the equity capital held by our Company in JD Global. The Scheme of Arrangement also
provided for that the capital reduction in the books of JD Global shall become effective upon the Scheme of
Arrangement becoming effective. The Scheme of Arrangement was sanctioned by the High Court of Bombay by
an order dated February 11, 2011. The Scheme of Arrangement came into effect on March 18, 2011, which was
the date on which the certified copy of the order of the High Court of Bombay sanctioning the Scheme of
Arrangement was filed with the Registrar of Companies, Mumbai at Maharashtra.

Scheme of Arrangement between our Company, Just Dial Global Private Limited and their respective
shareholders and creditors

On April 15, 2011, our Board approved a scheme of arrangement under Sections 391 to 394, read with Section 78
and Sections 100 to 103, and other relevant provisions of the Companies Act (the “Scheme”). The Scheme
provided for a demerger of (i) the activities and operations pertaining to the IT-related testing and other related
services of our Company, including all related assets, liabilities, employees, rights and powers, and (ii) the
investments made by our Company in the share capital of JD Global, comprising 611,758 optionally convertible
non-cumulative preference shares (collectively, the “Demerged Undertaking”). In terms of the Scheme, the
Demerged Undertaking was proposed to be transferred to and vested in favour of JD Global with effect from
August 1, 2011 (the “Appointed Date”). The Scheme was approved by the High Court of Bombay pursuant to an
order dated October 14, 2011 and became effective on November 3, 2011, the date of filing of the order passed by
the High Court of Bombay with the RoC (the “Effective Date”). Pursuant to the Scheme becoming effective, all
our investments in JD Global including the preference shares held therein by our Company have been cancelled.
Our Company did not hold any equity shares in JD Global and only held an aggregate of 611,758 optionally
convertible non-cumulative preference shares, which were cancelled upon the Scheme becoming effective.

As consideration for the transfer of the Demerged Undertaking as envisaged under the Scheme, JD Global was
required to issue equity shares of JD Global to such persons who were shareholders of our Company as on August
1, 2011 (the “Specified Shareholders”). The number of equity shares required to be issued by JD Global to the
Specified Shareholders was equivalent to the number of shares our Company would have been entitled to upon
conversion of the optionally convertible preference shares held by our Company in JD Global on the date

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immediately preceding August 1, 2011. Accordingly, on May 11, 2012, JD Global issued and allotted 918,251
equity shares of JD Global to the Specified Shareholders, in proportion to their shareholding in our Company (on a
fully converted basis) as on August 1, 2011.

Pursuant to the Scheme taking effect, during fiscal 2012, on the assets side our Company’s balance-sheet (i) all
investments made by our Company in the shares of JD Global amounting to ` 724.76 million were transferred to
JD Global by way of cancellation of the preference shares held by our Company in JD Global, and (ii) the book
value of certain other assets of the Demerged Undertaking amounting to ` 0.25 million were transferred to JD
Global. Accordingly, the liabilities side of the balance-sheet was adjusted to the extent of the aggregate book value
of the Demerged Undertaking amounting to ` 725.01 million in the following manner: (i) firstly, our Company’s
securities premium account was adjusted to the extent of ` 326.64 million, and (ii) the balance ` 398.37 million
was adjusted against the profit and loss account. To the extent that the amount was required to be adjusted against
the securities premium account, the Scheme proposed a reduction of capital of our Company in accordance with
the provisions of the Companies Act, and accordingly a reduction of capital to the extent of ` 725.01 million was
undertaken in our Company. Our shareholders passed a resolution dated July 22, 2011 for the reduction of capital
pursuant to, and subject to, the Scheme becoming effective. These adjustments also affected our Company’s net
worth.

Additionally, upon the Scheme becoming effective: (a) our Company was substituted by JD Global in all contracts
and legal proceedings pertaining to the Demerged Undertaking; (b) our Company transferred the IT infrastructure
pertaining to the testing and other related activities; and (c) employees of our Company engaged in activities
pertaining to the Demerged Undertaking became the employees of JD Global.

Please also see the section “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Demerger of IT Testing Operations” on page 321, for further details on impact of the Scheme.

Summary of Key Agreements

Share Subscription and Share Purchase Agreements

1. Subscription Agreement dated October 3, 2006 between SAIF and our Company

Our Company and SAIF had entered into a share subscription agreement dated October 3, 2006 (“SAIF SSA”).
Pursuant to the SAIF SSA, our Company issued 207,806 Preference Shares Series A to SAIF at a price of USD
57.78 each aggregating to USD 12,007,629. In terms of the SAIF SSA, SAIF shall be a ‘strategic investor’ and
shall not be represented by our Company to be a promoter in its books and records or in relation to any initial
public offer. Further, our Company had unconditionally and irrevocably granted its consent to SAIF to make
investments or enter into any arrangements including joint ventures with any person in India who is engaged in the
same or similar business. Pursuant to the SAIF SSA, our Company, our Promoters, Raj Koneru, Clearmist
Limited, R.R.R. Computech (India) Private Limited and SAIF entered into a shareholders’ agreement dated
October 3, 2006 which was terminated and replaced by a shareholders’ agreement dated April 19, 2007. The
shareholders’ agreement dated April 19, 2007 was terminated and replaced by an amended and restated
shareholders’ agreement dated November 13, 2009. Further, the amended and restated shareholders’ agreement
dated November 13, 2009 was terminated and replaced by an amended and restated shareholders’ agreement dated
May 23, 2011 which in turn was terminated and replaced by an amended and restated shareholders’ agreement
dated June 21, 2012.

2. Subscription Agreement dated April 19, 2007 between SAIF, Tiger Global Four Holdings, Tiger
Global Principals Limited, V.S.S. Mani and our Company

Our Company and SAIF, Tiger Global Four Holdings, Tiger Global Principals Limited (“Investors”) and V.S.S.
Mani had entered into a subscription agreement dated April 19, 2007 (“Tiger Global SSA”). Pursuant to the Tiger
Global SSA, our Company issued:

 8,713 Preference Shares Series A to SAIF at a price of USD 111.908 per share each aggregating to USD
975,000;

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  35,967 Preference Shares Series A to Tiger Global Four Holdings and Tiger Global Principals Limited at
a price of USD 111.908 per share each aggregating to USD 4,024,995.04; and
 One Preference Shares Series B to V.S.S. Mani for an amount of ` 10.

Further, V.S.S. Mani transferred 6,806 Equity Shares to Clearmist Limited as a condition precedent to the Tiger
Global SSA. In terms of the Tiger Global SSA, the Investors shall be ‘private equity investors’ and shall not be
represented by our Company to be a promoter in its books and records or in relation to any initial public offer
process. Further, our Company had unconditionally and irrevocably granted its consent to the Investors to make
investments or enter into any arrangements including joint ventures with any person in India who is engaged in the
same or similar business. Pursuant to this, our Company, our Promoters, Raj Koneru, Clearmist Limited and the
Investors entered into a shareholders’ agreement dated April 19, 2007 which has been terminated and replaced by
an amended and restated shareholders’ agreement dated November 13, 2009. The amended and restated
shareholders’ agreement dated November 13, 2009 was terminated and replaced by an amended and restated
shareholders’ agreement dated May 23, 2011 which in turn was terminated and replaced by an amended and
restated shareholders’ agreement dated June 21, 2012.

Our Company, Tiger Global Four Holdings, Tiger Global Principals Limited, Clearmist Limited and Vemuri
Sneha Prabha and V.S.S. Mani had also entered into a stock purchase agreement dated April 19, 2007 whereby
V.S.S. Mani, Clearmist Limited and Vemuri Sneha Prabha sold 111,422 Equity Shares for an aggregate amount of
USD 12,496,013.18 to Tiger Global Four Holdings and 5,863 Equity Shares for USD 656,116.60 to Tiger Global
Principals Limited.

3. Share purchase agreement dated June 16, 2009 between Sequoia III, Tiger Global Five Holdings,
Tiger Global Principals Limited, SAIF, Raj Koneru, Clearmist Limited, Vemuri Sneha Prabha and our
Company

Our Company, Sequoia III, Tiger Global Five Holdings, Tiger Global Principals Limited, SAIF, Raj Koneru,
Clearmist Limited and Vemuri Sneha Prabha had entered into a share purchase agreement dated June 16, 2009 (the
“Sequoia SPA”). Pursuant to the Sequoia SPA, our Company’s shareholders, Raj Koneru, Clearmist Limited and
Vemuri Sneha Prabha, sold 242,535 Equity Shares, held collectively by them at a price of USD 67.79 per Equity
Share to Sequoia III, Tiger Global Five Holdings, Tiger Global Principals Limited and SAIF. In terms of the
Sequoia SPA, Sequoia III, Tiger Global Five Holdings, Tiger Global Principals Limited and SAIF had executed a
deed of adherence dated June 16, 2009 to the shareholders’ agreement dated April 19, 2007. The shareholder’s
agreements dated April 19, 2007 was terminated and replaced by an amended and restated shareholders’
agreement dated November 13, 2009. The amended and restated shareholders’ agreement dated November 13,
2009 was terminated and replaced by an amended and restated shareholders’ agreement dated May 23, 2011 which
in turn was terminated and replaced by an amended and restated shareholders’ agreement dated June 21, 2012.

4. Share subscription agreement dated February 10, 2011 between Amitabh Bachchan and our Company

Our Company and Amitabh Bachchan had entered into a share subscription agreement dated February 10, 2011.
The share subscription agreement required that the issue and allotment of Equity Shares be completed on or before
the date of the share subscription agreement or such other date as may be mutually agreed between the parties. Our
Company issued and allotted 62,794 Equity Shares to Amitabh Bachchan at a price of ` 10 per Equity Share
aggregating to ` 627,940.

5. Share purchase agreement dated May 23, 2011 between Ramani Iyer, V. Krishnan, EGCS, SAPV and
our Company

Our Company, Ramani Iyer, V. Krishnan, EGCS and SAPV had entered into a share purchase agreement dated
May 23, 2011 (“EGCS-SAPV SPA”). Pursuant to the EGCS-SAPV SPA, Ramani Iyer and V. Krishnan sold
163,763 Equity Shares each to SAPV and EGCS, respectively, at a price of ` 344.88 per Equity Share. In terms of
the EGCS-SAPV SPA, EGCS and SAPV had agreed to execute a deed of adherence to the shareholders’
agreement dated May 23, 2011. The amended and restated shareholders’ agreement dated May 23, 2011 was
terminated and replaced by an amended and restated shareholders’ agreement dated June 21, 2012.

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6. Subscription Agreement dated May 23, 2011 between EGCS, SAPV and our Company

Our Company and EGCS and SAPV (“Investors”) had entered into a subscription agreement dated May 23, 2011
(“EGCS-SAPV SSA”). Pursuant to the EGCS-SAPV SSA, our Company issued 484,030 Preference Shares Series
C to EGCS and 484,030 Preference Shares Series C to SAPV at a price of ` 344.88 per Preference Share Series C.

The rights attached to Preference Shares Series B shall be altered, as a condition precedent to the EGCS-SAPV
SSA, to entitle their holder, V.S.S. Mani, to exercise 51.13% of the total voting share capital of our Company on a
fully diluted basis. Further, in terms of the EGCS-SAPV SSA, the Investors shall be ‘private equity investors’ and
shall not be represented by our Company to be a promoter in its books and records or in relation to any initial
public offer process. Pursuant to the EGCS-SAPV SSA, our Company, our Promoters, SAIF, Sequoia, Tiger
Global, EGCS and SAPV entered into a shareholders’ agreement dated May 23, 2011. The amended and restated
shareholders’ agreement dated May 23, 2011 was terminated and replaced by an amended and restated
shareholders’ agreement dated June 21, 2012.

7. Share purchase agreement dated June 21, 2012 between Sequoia I, Sequoia II, V.S.S. Mani, Sandipan
Chattopadhyay, Koora Srinivas and our Company

Our Company, Sequoia I, Sequoia II, V.S.S. Mani, Sandipan Chattopadhyay and Koora Srinivas have entered into
a share purchase agreement dated June 21, 2012 (“Sequoia SPA”). Pursuant to the Sequoia SPA, V.S.S. Mani has
sold 548,638 Equity Shares to Sequoia I at a price of ` 488.66 per Equity Share and V.S.S. Mani, Sandipan
Chattopadhyay and Koora Srinivas have sold 433,638 Equity Shares, 100,000 Equity Shares and 15,000 Equity
Shares, respectively, to Sequoia II at a price of ` 488.66 per Equity Share.

8. Share purchase agreement dated June 22, 2012 between SAPV, V. Krishnan, certain shareholders of
our Company and our Company

Our Company, SAPV, V. Krishnan and certain shareholders of our Company have entered into a share purchase
agreement dated June 22, 2012 (“SAPV SPA”). Pursuant to the SAPV SPA, V. Krishnan and 14 other
shareholders of our Company have sold 457,000 Equity Shares, in aggregate, to SAPV at a price of ` 488.66 per
Equity Share.

9. Subscription agreement dated June 21, 2012 between Sequoia I, Sequoia II and our Company

Our Company, Sequoia I and Sequoia II have entered into a subscription agreement dated June 21, 2012 (“Sequoia
SSA”). Pursuant to the Sequoia SSA, our Company issued 2,568,243 Equity Shares to Sequoia I and 2,568,243
Equity Shares to Sequoia II at a price of ` 488.66 per Equity Share.

Shareholders’ Agreements

10. Amended and restated shareholders’ agreement dated June 21, 2012.

Sequoia, Tiger Global, EGCS and SAPV (the “Private Equity Investors”) have made various rounds of investment
in our Company and are currently shareholders of our Company. For further details, please see the sections entitled
“Summary of Key Agreements – Share Subscription and Share Purchase Agreements” and “Capital Structure –
Notes to Capital Structure – Share Capital History of our Company” on pages 158 and 79, respectively. In order to
regulate their relationship and the respective rights and obligations as shareholders of our Company, the Private
Equity Investors, our Promoters and our Company have entered into a shareholders’ agreement dated June 21,
2012 (the “SHA”). The Private Equity Investors and our Promoters are hereinafter referred to as the “SHA
Shareholders”. The provisions of the SHA, including the rights and obligations of the SHA Shareholders, have
been incorporated under Part B of our Company’s Articles of Association. Part B of our Company’s Articles of
Association will become inapplicable on receipt of listing and trading approvals from a recognised stock
exchange, or earlier if required by applicable laws or SEBI, pursuant to an IPO or a qualified IPO by our
Company. On October 3, 2006, our Company, our Promoters, Raj Koneru, Clearmist Limited, R.R.R. Computech
(India) Private Limited and SAIF had entered into a shareholders’ agreement which was terminated and replaced
by a shareholders’ agreement dated April 19, 2007. The shareholders’ agreement dated April 19, 2007 was

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terminated and replaced by an amended and restated shareholders’ agreement dated November 13, 2009. Further,
the amended and restated shareholders’ agreement dated November 13, 2009 was terminated and replaced by an
amended and restated shareholders’ agreement dated May 23, 2011 which in turn was terminated and replaced by
the SHA.

In terms of the SHA, the SHA Shareholders would be subject to certain rights and obligations, a summary whereof
has been provided below:

(i) the SHA Shareholders shall have a right of first refusal regarding any issue and allotment of Equity
Shares;
(ii) the SHA Shareholders shall cause our Company to undertake a qualified IPO through an offer for sale of
Equity Shares, but which may also include a fresh issue of Equity Shares subject to prior consent of
Sequoia I and Sequoia II within three years from the closing date under the SHA and in such global
capital market or markets as the Board of Directors may determine;
(iii) if our Company has not undertaken an IPO within three years from the closing date under the SHA, any
one of the Private Equity Investors shall have a right to cause our Company to undertake an IPO on such
terms and conditions as it deems fit;
(iv) our Promoters shall, until completion of an IPO or a qualified IPO, continue to hold at least 25% or such
other percentage of Equity Share capital as may be required for complying with guidelines issued by
SEBI or any other Indian regulator;
(v) the SHA Shareholders cannot undertake a transfer of Equity Shares held by them or their respective rights
and obligations except in accordance with the SHA;
(vi) moreover, any transfer by an SHA Shareholder shall be subject to a right of first refusal available to other
SHA Shareholders;
(vii) if our Promoters intend to transfer Equity Shares held by them and any of the Private Equity Investors do
not exercise their right of first refusal, then they shall be entitled to co-sale rights;
(viii) the Private Equity Investors are entitled to anti-dilution rights to ensure price parity with any further issue
of Equity Shares or convertible securities by our Company.

In terms of the SHA, the Board of Directors shall have no more than nine Directors, with SAIF, Tiger Global and
Sequoia, having the right to nominate one Director each and our Promoters having the right to nominate six
Directors. Three out of the six directors nominated by our Promoters shall be independent directors. SAIF, Tiger
Global and Sequoia shall at all times be entitled to have one nominated member on the Board of Directors as long
as each owns 5% of the issued and outstanding Equity Shares of our Company. Additionally, SAIF, Tiger Global,
SAPV and Sequoia are, as long as they hold any shares in our Company, entitled to nominate an observer for
attending meetings of the Board of Directors, including any committees thereof, in a non-voting capacity. Further,
our Company shall require the approval of our Promoters, SAIF, Tiger Global, Sequoia III and collectively,
Sequoia I and Sequoia II, to undertake certain reserved matters including, inter alia, changing the share capital of
our Company, undertaking any merger, acquisition consolidation or amalgamation, changing the composition of
the Board of Directors and change in statutory auditors of our Company. Further, in terms of the SHA, our
Promoters have provided a non-compete undertaking in relation to printed/ operator-assisted/ web-based yellow
pages activities or any other activities that could compete with our Company’s business for a period of five years
from the date of the SHA, except in relation to JD Global and JD USA.

The SHA will terminate (i) upon a written agreement between the parties to the SHA, (ii) upon liquidation of our
Company, (iii) as to a particular SHA Shareholder when such SHA Shareholder ceases to be a shareholder of our
Company, (iv) any party committing a breach of the terms of the SHA, which, if curable, is not cured within 45
days of notice from the non-defaulting parties, (v) upon receipt of listing and trading approval granted by a
recognised stock exchange for an IPO or a qualified IPO.

11. Letter dated August 9, 2012 from our Company and our Promoters to EGCS, SAIF, SAPV, Sequoia I,
Sequoia II, Sequoia III and Tiger Global.

Our Company and our Promoters have entered into a letter agreement dated August 9, 2012 with EGCS, SAIF,
SAPV, Sequoia I, Sequoia II, Sequoia III and Tiger Global for amending certain terms of the amended and
restated shareholders’ agreement dated June 21, 2012. In terms of the letter agreement, the parties have agreed that

161
the amended and restated shareholders’ agreement dated June 21, 2012 shall terminate on and from the date of
filing the Prospectus with the RoC. Further, EGCS, SAIF, SAPV, Sequoia I, Sequoia II, Sequoia III and Tiger
Global have provided their consent for filing the Draft Red Herring Prospectus, Red Herring Prospectus and
Prospectus and to complete the initial public offer prior to December 31, 2013.

Other agreements

12. Agreement for sale of assets dated March 29, 2011 between JD Global and our Company

Our Company had entered into an agreement for sale of assets dated March 29, 2011 with JD Global. Pursuant to
this agreement, our Company sold specified assets of our Company, including office appliances and furniture,
computer and networking hardware and telecommunications equipment, to JD Global at their written down value
on an ‘as is where is’ basis (the “Specified Assets”). The Specified Assets were installed by our Company at
premises currently taken on leave and license basis by JD Global. The effective date of this agreement was
February 14, 2011. As consideration for the sale, JD Global paid our Company an aggregate amount of `
17,554,234.

13. Services agreement dated March 29, 2011 between JD Global and our Company

Our Company had entered into a services agreement dated March 29, 2011 with JD Global. Pursuant to the
services agreement, our Company had agreed to provide support services to JD Global including infrastructure
facilities and functional workstations on a non-discriminatory basis. The services agreement shall remain in force
for three years from February 14, 2011. As consideration for the support services, JD Global shall pay our
Company a maximum fee of ` 1,350 million for each financial year which will comprise fees relating to provision
of workstations and manpower on a monthly basis and management fees.

14. Trademark license agreement dated August 10, 2011 between JD USA and Our Company.

Our Company had entered into a license agreement dated August 10, 2011 with JD USA. Pursuant to the license
agreement, our Company had agreed to grant a non-exclusive, non-transferable, non-sub-licensable license to JD
USA to use the ‘Just Dial’ brand name in relation to JD USA’s business of providing voice based search services
to customers based only in the territories of Canada and USA. The license agreement shall remain in force for 10
years. As consideration for the grant of license, JD USA shall pay our Company an annual license fee equal to 1%
of its net revenue. The license agreement also provides that our Company shall continue to own all rights in the
‘Just Dial’ brand name which includes all rights, title and interest in relation to certain trademark applications and
registrations and the common law rights in the trademark ‘Just Dial’.

15. Sale/Share Transfer Agreement between our Company, JD Global and JD USA

Our Company had entered into a sale/share transfer agreement dated July 21, 2011 with JD Global and JD USA
(“Share Transfer Agreement”) for the transfer of the entire shareholding of our Company in JD USA to JD Global.
As on the date of the Share Transfer Agreement, JD USA was a wholly owned subsidiary of our Company with
our Company holding 1,000 equity shares in JD USA constituting 100% of the outstanding common stock of JD
USA. In terms of the Share Transfer Agreement, during fiscal 2012, JD Global paid an aggregate amount of `
22.03 million (USD 495,000) to our Company, as consideration for the transfer of our Company’s shareholding in
JD USA, pursuant to a memorandum of understanding dated July 7, 2011 between our Company and JD Global.
The consideration paid by JD Global to our Company is based on the fair market value ascertained through a
valuation report dated May 10, 2011 prepared by a certified public accountant. Further, in terms of the Share
Transfer Agreement, the loan amount of USD 2.22 million outstanding and payable by JD USA to our Company
was discharged by JD Global within 120 days from the date of transfer of shares, i.e., July 22, 2011. Our Company
has transferred its shareholding in JD USA to JD Global. The RBI had issued a letter dated July 27, 2011 to our
Company regarding certain contraventions of FEMA Regulations, in relation to the remittance of funds made by
our Company in favour of JD USA. For further details of the letter from the RBI, please see the section
“Outstanding Litigation and Material Developments – Past Penalties” on page 343.

162
Our Shareholders

Our Company has 595 Shareholders as of the date of this Red Herring Prospectus. For further details regarding our
Shareholders, please see the section “Capital Structure” on page 78.

Financial and Strategic Partners

Our Company does not have any financial or strategic partners.

Competition

For details of the competition faced by our Company, please see the section “Our Business – Competition” on
page 148.

163
 OUR MANAGEMENT

Board of Directors

Under the Articles of Association, our Company is required to have not less than three Directors and not more than
12 Directors. Our Company currently has eight Directors.

The following table sets forth details regarding the Board of Directors of our Company as of the date of filing this
Red Herring Prospectus:

Name, Father’s Name, Designation, Term, Age Other Directorships/Partnerships/Trusteeships

DIN, Occupation, Nationality and Address (in years)
B. Anand 49 Other Directorships

Father’s name: Balasundaram 1. Future Ventures India Limited;

Ramachandran 2. Nagarjuna Oil Corporation Limited;
3. Staples Future Office Products Private Limited;
Designation: Chairman and Independent and
Non-Executive Director 4. TER Commodities Trading Private Limited.

Term: Liable to retire by rotation

DIN: 02792009

Occupation: Service

Nationality: Indian

Address:
D 814, Paradise, Raheja Vihar
Powai, Mumbai 400 072
V.S.S. Mani 47 Other Directorships

Father’s name: T. V. Chalam 1. Just Dial Global Private Limited;

2. Just Dial Inc., U.S.A.; and
Designation: Managing Director 3. Superstar Ventures Private Limited.

Term: Five years from August 1, 2011 Trusteeships

DIN: 00202052 Just Dial Private Limited Employees Group

Gratuity Scheme
Occupation: Business

Nationality: Indian

Address:
2502-B, 25th Floor, Oberoi Sky Heights, Plot
no. 120, Lokhandwala Complex, Andheri
(West), Mumbai 400 053
Ramani Iyer 44 Other Directorships

Father’s name: T. V. Chalam Just Dial Global Private Limited

Designation: Non-Independent, Non-

Executive Director

164
Name, Father’s Name, Designation, Term, Age Other Directorships/Partnerships/Trusteeships
DIN, Occupation, Nationality and Address (in years)
Term: Liable to retire by rotation

DIN: 00033559

Occupation: Business

Nationality: Indian

Address:
801-802, Building no. 6, Cedar ‘B’ Wing,
Godrej Woodsman Estate, Hebbal Bellari
Road, Kempapura, Next to Columbia Asia
Hospital, Bengaluru 560 024

V. Krishnan 42 Other Directorships

Father’s name: T. V. Chalam Just Dial Global Private Limited

Designation: Non-Independent, Executive Trusteeships

Director
Just Dial Private Limited Employees Group
Term: Five years from August 1, 2011 Gratuity Scheme

DIN: 00034473

Occupation: Business

Nationality: Indian

Address:
D-604 Anandlok Society
Mayur Vihar Phase – 1
New Delhi 110 091

Ravi Adusumalli 37 Other Directorships

Father’s name: Subbarao Adusumalli 1. A2 Media Private Limited;

2. Brainbees Solutions Private Limited;
Designation: Non-Independent, Non- 3. Cybernet-Slash Support Inc;
Executive Director 4. Fatpipe Networks India Limited;
5. Just Dial Global Private Limited;
Term: Liable to retire by rotation 6. Le Travenues Technology Private Limited;
7. MakeMy Trip (India) Private Limited;
DIN: 00253613 8. MakeMy Trip Limited (Mauritius);
9. One97 Communications Limited;
Occupation: Service 10. Proptiger Realty Private Limited;
11. Robemall Apparels Private Limited;
Nationality: American 12. TV 18 HSN Holdings Limited; and
13. Tv18 Home Shopping Network Limited.
Address:
741, Northland Drive, Salt Lake City, Utah
84103, U.S.A.

Sanjay Bahadur 50 Other Directorships

165
Name, Father’s Name, Designation, Term, Age Other Directorships/Partnerships/Trusteeships
DIN, Occupation, Nationality and Address (in years)

Father’s name: Jagdish Bahadur 1. Aaktech Constructions Private Limited;

2. Building Envelope Systems India Limited;
Designation: Independent, Non-Executive 3. Dr. Fixit Institute of Structural Protection and
Director Rehabilitation;
4. NRCA Roofing India Private Limited; and
Term: Liable to retire by rotation 5. Unitech Limited.

DIN: 00032590 Partnerships

Occupation: Service SB Consulting Services

Nationality: Indian

Address:
3B-901/2, Green Acres, CHS Limited
P.L. 325, Lokhandwala Complex
Andheri (West), Mumbai, 400 053

Malcolm Monteiro 59 Other Directorships

Father’s name: Joseph Monteiro 1. Blue Dart Express Limited; and

2. DHL Express (Singapore) Private Limited
Designation: Independent, Non-Executive
Director

Term: Liable to retire by rotation

DIN: 00089757

Occupation: Service

Nationality: Indian

Address:
1701/3B, Green Acres
Lokhandwala Complex, Andheri (West)
Mumbai, 400 053

Shailendra Jit Singh 36 Other Directorships

Father’s name: Virendra Jit Singh 1. Accelyst Solutions Pte Ltd;

2. Druva Software Private Limited;
Designation: Non-Independent, Non- 3. Flight Raja Travels Private Limited;
Executive Director 4. Free Culture Pte Ltd;
5. Mu Sigma Inc.;
Term: Liable to retire by rotation 6. Pine Labs Private Limited;
7. Practo Technologies Private Limited;
DIN: 01930079 8. SCIOinspire Inc.;
9. Sequoia Capital India Advisors Private
Occupation: Service Limited; and
10. Sourcebits Pte Ltd.
Nationality: Indian

166
Name, Father’s Name, Designation, Term, Age Other Directorships/Partnerships/Trusteeships
DIN, Occupation, Nationality and Address (in years)
Address:
3000, Sandhill Road, Suite 4-180
II Menlo Park
California, CA 94025, USA

Relationship between our Directors

Except for V.S.S. Mani, Ramani Iyer and V. Krishnan, none of our Directors of our Company are related to each
other. V.S.S. Mani, V. Krishnan and Ramani Iyer are brothers.

Two of our Directors, Ravi Adusumalli and Shailendra Jit Singh, have been nominated to the Board by our
shareholders, SAIF and Sequoia I, respectively, pursuant to the amended and restated shareholders’ agreement
dated June 21, 2012 amongst our Company, our Promoters, SAIF, Tiger Global and Sequoia I, Sequoia II, Sequoia
III, EGCS and SAPV (the “SHA”). The SHA will terminate on and from the date of filing of the Prospectus with
the RoC. For further details, please see the section “History and Certain Corporate Matters – Summary of Key
Agreements – Amended and restated shareholders’ agreement dated June 21, 2012” on page 160.

Brief Biographies

1. B. Anand

B. Anand is the Chairman and an Independent, Non-Executive Director of our Company. He was
appointed as a Director of our Company on August 2, 2011. He holds a Bachelor’s degree in Commerce
from Nagpur University and is an associate member of the ICAI. He has approximately 26 years of
experience in the fields of corporate finance, strategy and investment banking. He is currently the chief
financial officer of Trafigura India Private Limited. He has previously worked with Future Group,
Vedanta Resources plc, Motorola India Private Limited, Credit Lyonnais Bank SA, HSBC Bank plc,
Infrastructure Leasing & Financial Services Limited and Citibank, N.A.

2. V.S.S. Mani

V.S.S. Mani is the founder, Managing Director and Chief Executive Officer of our Company and has
been associated with our Company since its incorporation. V.S.S Mani discontinued his pursuit of the
Bachelor’s degree in Commerce from University of Delhi and also undertook articleship under a member
of the Institute of Chartered Accounts of India. A visionary and an experienced management professional,
he has approximately 25 years of experience in the field of media and local search services. Prior to the
incorporation of our Company, he co-founded Ask Me Services and has also worked with United
Database India Private Limited. He is presently engaged in exploring possibilities for technological
innovation of our Company’s business and has been responsible for adapting our Company’s business
model to suit changing market conditions. He is also involved in the formulation of corporate strategy and
planning, overall execution and management, and concentrates on the growth and diversification plans of
our Company.

3. Ramani Iyer

Ramani Iyer is a Non-Independent, Non-Executive Director of our Company. He was appointed as a

Director of our Company on October 28, 2005. He holds a Diploma in Hotel Management from Delhi
Institute of Management & Services. He has been associated with our Company since its incorporation
and has approximately 20 years of experience, working with our Company in the field of strategic
planning and execution. Ramani Iyer is a co-founder of our Company and has played a key role with
responsibilities including business development, business expansion, operations, strategic planning and
execution. He was designated as a Non-Executive Director of our Company pursuant to a resolution dated
July 27, 2011 passed by our Board.

167
4. V. Krishnan

V. Krishnan is a Non-Independent, Executive Director of our Company. He was appointed as a Director

of our Company on October 28, 2005. He discontinued his pursuit of the Bachelor’s degree in Commerce
from University of Delhi. He has been associated with our Company since its incorporation and has
approximately 20 years of experience, working in the field of strategic planning and execution. V.
Krishnan is a co-founder of our Company and has played a key role with responsibilities including
business development, business expansion, operations, strategic planning and execution.

5. Ravi Adusumalli

Ravi Adusumalli is a Non-Independent, Non-Executive Director of our Company. He was appointed as a

Director of our Company on October 9, 2006. He holds a Bachelor’s degree in Economics and
Government from Cornell University, USA. He has approximately 17 years of experience in the field of
finance and investment. He is currently a managing partner and heads the India office of SAIF Partners.
Prior to joining SAIF Partners, he worked with Mobius Venture Capital.

6. Sanjay Bahadur

Sanjay Bahadur is an Independent, Non-Executive Director of our Company. He was appointed as a

Director of our Company on August 2, 2011. He holds a Bachelor’s degree in Civil Engineering from
Delhi College of Engineering. He has approximately 29 years of experience in the field of construction.
He is presently the chief executive officer of Pidilite Industries Limited for its Global Constructions and
Chemicals division. He has previously worked with Larsen & Toubro Limited, Aeons Construction
Products Limited, Unitech Prefab Limited and ACC Concrete Limited.

7. Malcolm Monteiro

Malcolm Monteiro is an Independent, Non-Executive Director of our Company. He was appointed as a

Director of our Company on August 2, 2011. He holds a Bachelor’s degree in Electrical Engineering
from the Indian Institute of Technology, Mumbai and a Post-Graduate degree in Business Management
from the Indian Institute of Management, Ahmedabad. He is the chief executive officer of DHL Express,
South Asia and a member of the DHL Asia Pacific Management Board. He is also a director on the board
of Blue Dart Express Limited.

8. Shailendra Jit Singh

Shailendra Jit Singh is a Non-Independent, Non-Executive Director of our Company. He was appointed
as a Director of our Company on June 21, 2012. He holds a Master’s degree in Business Administration,
with distinction, from Harvard Business School and a B. Tech in Chemical Engineering from the Indian
Institute of Technology, Mumbai. He is also a Kauffman Fellow. He has approximately 13 years of
experience in the field of investment and financial services. He is currently the Managing Director of
Sequoia Capital India Advisors Private Limited. Prior to joining Sequoia Capital India Advisors Private
Limited in 2006, he was a strategy consultant at Bain & Company, New York.

Confirmations

None of our Directors is or was a director of any listed company during the last five years preceding the date of
filing of the Draft Red Herring Prospectus and the date of this Red Herring Prospectus, whose shares have been or
were suspended from being traded on the BSE or the NSE.

None of our Directors is or was a director of any listed company which has been or was delisted from any
recognised stock exchange in India.

168
Terms of Appointment of the Executive Directors

V.S.S. Mani

V.S.S. Mani was re-appointed as the Managing Director of our Company with effect from August 1, 2011 for a
period of five years pursuant to a resolution passed by our Shareholders on August 2, 2011. He is also the Chief
Executive Officer of our Company. The following are the terms of remuneration of V.S.S. Mani as the Managing
Director of our Company with effect from August 1, 2012:

Particulars Remuneration
Salary Nil
Annual Increment Nil
Perquisites (a) Reimbursement of medical expenses incurred for himself and his family subject to
a ceiling of ` 1 million in a year;
(b) Rent-free accommodation subject to a ceiling of ` 900,000 per month, the same
being subject to annual revision up to 10%;
(c) Leave travel concession for himself and his family, once in a year;
(d) Fees of club subject to a maximum of two clubs; and
(e) Personal accident insurance cover not exceeding ` 25,000 per annum.

V. Krishnan

V. Krishnan was re-appointed as a Whole Time Director of our Company with effect from August 1, 2011 for a
period of five years pursuant to a resolution passed by our Shareholders on August 2, 2011. The following are the
terms of remuneration of V. Krishnan as a Whole Time Director of our Company:

Particulars Remuneration
Salary ` 6 million per annum.
Annual Increment Up to 15% per annum
Perquisites (a) Reimbursement of medical expenses incurred for himself and his family subject to
a ceiling of one months’ salary in a year or three months’ salary over a period of
three years;
(b) Leave travel concession for himself and his family, once in a year;
(c) Fees of club subject to a maximum of two clubs; and
(d) Personal accident insurance cover not exceeding ` 25,000 per annum.

Payment or benefit to Directors/ officers of our Company

The sitting fees/other remuneration paid to our Directors for Fiscal 2012 are as follows:

1. Remuneration to Executive Directors:

The aggregate value of remuneration paid for Fiscal 2012 to our Executive Directors are set forth in the table
below:

Sr. Name of the Director Remuneration (In ` million)*

No.
1. V.S.S. Mani 9.59
2. Ramani Iyer** 1.71
3. V. Krishnan 9.72
*
The remuneration paid to the executive directors of our Company for Fiscal 2012 has not been derived from our Restated Summary
Statements.
**
Ramani Iyer was designated as a Non-Executive Director of our Company pursuant to a resolution dated July 27, 2011 passed by our
Board.

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2. Remuneration to Non-Executive Directors:

The details of the sitting fees and other payments paid to the Non-Executive Directors of our Company during
Fiscal 2012 are as follows:

Sr. Name of Director Sitting fees paid (In ` million)*

No.
1. Ravi Adusumalli -
2. Sanjay Bahadur 0.09
3. Malcolm Monteiro 0.09
4. B. Anand 0.09
5. Ramani Iyer** -
6. Shailendra Jit Singh -
*
The remuneration paid to the non-executive directors of our Company for Fiscal 2012 has not been derived from our Restated Summary
Statements.
**
Ramani Iyer was designated as a Non-Executive Director of our Company pursuant to a resolution dated July 27, 2011 passed by our
Board.

Except as stated in this section “Our Management” on page 164, no amount or benefit has been paid within the
two preceding years or is intended to be paid or given to any of our Company’s officers including our Directors
and key management personnel and other management personnel. None of the beneficiaries of loans, advances and
sundry debtors are related to our Directors. Further, except statutory benefits upon termination of their
employment in our Company or retirement, no officer of our Company, including our Directors, our key
management personnel and other management personnel, are entitled to any benefits upon termination of
employment.

No loans have been availed by our Directors or the key managerial personnel or other management personnel from
our Company.

Shareholding of Directors
The shareholding of our Directors as of the date of filing this Red Herring Prospectus is set forth below:

Name of Director Number of Equity Shares held

V.S.S. Mani 21,331,669*
Ramani Iyer 2,033,285
V. Krishnan 2,047,509
*
Includes 580,836 Equity Shares held jointly with V. Krishnan which were transferred by V.S.S. Mani to joint-holding on March 25, 2011.

Borrowing Powers of Board

In accordance with the Articles of Association, the Board may, from time to time, at its discretion, by a resolution
passed at a meeting of the Board, accept deposits from members either in advance of calls or otherwise and
generally raise or borrow or secure the payment of any sum or sums of money for the purpose of our Company.
Provided however, where the money to be borrowed together with the money already borrowed (apart from
temporary loan obtained from our Company's bankers in the ordinary course of business) exceeds the aggregate of
the paid up capital of our Company and its free reserves (not being reserves set apart for any specific purpose) the
Board shall not borrow such moneys without the consent of our Company in a General Meeting.

Corporate Governance

The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to corporate
governance will be applicable to our Company immediately upon the listing of the Equity Shares with the Stock
Exchanges. Our Company believes that it is in compliance with the requirements of the applicable regulations,
including the Listing Agreement with the Stock Exchanges and the SEBI Regulations, in respect of corporate
governance including constitution of the Board and committees thereof. The corporate governance framework is

170
based on an effective independent Board, separation of the Board’s supervisory role from the executive
management team and constitution of the Board Committees, as required under law.

Our Company’s Board of Directors has been constituted in compliance with the Companies Act and the Listing
Agreement with Stock Exchanges and in accordance with best practices relating to corporate governance. The
Board of Directors functions either as a full board or through various committees constituted to oversee specific
operational areas. Our Company’s executive management provides the Board of Directors with detailed reports on
its performance periodically.

Currently the Board has eight Directors, of which the Chairman is a Non-Executive Director. In compliance with
the requirements of Clause 49 of the Listing Agreement, we have two Executive Directors and six Non-Executive
Directors, including three independent Directors, on our Board.

Committees of the Board

1. Audit Committee

The members of the Audit Committee are:

1. B. Anand, Chairman;
2. Sanjay Bahadur;
3. Malcolm Monteiro; and
4. Ravi Adusumalli

The Audit Committee was constituted by a meeting of our Board of Directors held on August 2, 2011. The Board
at its meeting held on May 11, 2012 reconstituted the Audit Committee by appointing Ravi Adusumalli in place of
Sandeep Singhal. The scope and function of the Audit Committee is in accordance with section 292A of the
Companies Act and Clause 49 of the Listing Agreement and its terms of reference include the following:

a. Overseeing our Company’s financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible;

b. Recommending to the Board of Directors, the appointment, re-appointment and, if required, the replacement
or removal of the statutory auditor and the fixation of audit fees;

c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

d. Reviewing with the management the annual financial statements before submission to the Board of Directors
for approval, with particular reference to:
(i) Matters required to be included in the director’s responsibility statement to be included in the Board
of Directors’ report in terms of clause (2AA) of section 217 of the Companies Act;
(ii) Changes, if any, in accounting policies and practices and reasons for the same;
(iii) Major accounting entries involving estimates based on the exercise of judgment by management;
(iv) Significant adjustments made in the financial statements arising out of audit findings;
(v) Compliance with listing and other legal requirements relating to financial statements;
(vi) Disclosure of any related party transactions;
(vii) Qualifications in the draft audit report.

e. Reviewing with the management the quarterly financial statements before submission to the Board of
Directors for approval;

f. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board of

171
 Directors to take up steps in this matter. This also includes monitoring the use/application of the funds raised
through the initial public offer of our Company;

g. Reviewing with the management the performance of statutory and internal auditors and the adequacy of
internal control systems;

h. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;

i. Discussion with internal auditors any significant findings and follow up there on;

j. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board of Directors;

k. Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as
have post-audit discussion to ascertain any area of concern;

l. To look into the reasons for substantial defaults in payments to depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;

m. To review the functioning of the whistle blowing mechanism, in case the same is existing;

n. Approval of appointment of the chief financial officer (i.e. the whole time finance director or any other person
heading the finance function or discharging that function) after assessing, amongst others, the qualifications,
experience and background of the candidate; and

o. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The powers of the Audit Committee shall include the power to:

a. Investigate any activity within its terms of reference;

b. Seek information from any employee;

c. Obtain outside legal or other professional advice; and

d. Secure attendance of outsiders with relevant expertise, if it considers necessary.

The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the
management;

c. Management letters/ letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review
by the Audit Committee.

The Audit Committee is required to meet at least four times in a year under Clause 49 of the Listing Agreement.

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2. Compensation/ Remuneration Committee

The members of the Compensation/ Remuneration Committee are:

1. Malcolm Monteiro, Chairman;

2. Ravi Adusumalli; and
3. Sanjay Bahadur.

The Compensation/ Remuneration Committee was constituted by a meeting of our Board of Directors held on
August 2, 2011. The terms of reference of the Compensation/ Remuneration Committee include the following:

a. To fix and finalise remuneration including salary, perquisites, benefits, bonuses and allowances;
b. Fixed and performance linked incentives along with the performance criteria;
c. Increments and promotions;
d. Service contracts, notice period, severance fees;
e. Ex-gratia payments; and
f. To formulate detailed terms and conditions of employee stock option schemes including details pertaining
to quantum of options to be granted, conditions for lapsing of vested options, exercise period, adjustments
for corporate actions and procedure for cashless exercise.

3. Shareholders/Investors Grievance Committee

The members of the Shareholders/Investors Grievance Committee are:

1. Sanjay Bahadur, Chairman;

2. V.S.S. Mani; and
3. Ramani Iyer.

The Shareholders/Investors Grievance Committee was constituted by our Board of Directors at their meeting held
on August 2, 2011. This Committee is responsible for the redressal of shareholder grievances. The terms of
reference of the Shareholders/Investors Grievance Committee of our Company include the following:

a. To approve requests for transfer and transmission of shares;

b. To approve dematerialization and rematerialization of shares;

c. To consider and approve, split, consolidation and issuance of duplicate shares;

d. To review from time to time the overall working of the secretarial department of our Company relating to
the shares of our Company and the functioning of the share transfer agent and other related matters.

Interest of Directors

All of our Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of
the Board of Directors or a committee thereof as well as to the extent of other remuneration and reimbursement of
expenses payable to them under our Articles, and to the extent of remuneration paid to them for services rendered
as an officer or employee of our Company.

Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be
subscribed by or allotted to the companies, firms and trusts, in which they are interested as directors, members,
partners, trustees and promoters, pursuant to this Offer. All of our Directors may also be deemed to be interested to
the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.

Our Directors have no interest in any property acquired or proposed to be acquired by our Company within two
years from the date of this Red Herring Prospectus. Our Company has entered into a leave and license agreement

173
dated March 15, 2012 with V.S.S. Mani, our Director and Anita Mani for the premises situated at unit no. 501-B,
5th Floor, Building ‘M’, Palm Court Complex, Link Road, Malad (West), Mumbai for a period of 46 months and
17 days from March 15, 2012 to January 31, 2016. In terms of this leave and license agreement, our Company has
recorded as rent, an aggregate amount of ` 4.12 million during the nine months period ended December 31, 2012
to V.S.S. Mani and Anita Mani. Our Company is currently paying ` 479,981 per month for the period between
February 15, 2013 to January 14, 2014.

Except as stated in the section “Related Party Transactions” on page 185 and described herein to the extent of
shareholding in our Company, if any, our Directors do not have any other interest in our business.

Changes in the Board of Directors during the last three years:

Name Date of Appointment/ Change/ Reason

Cessation
Anita Mani July 22, 2011 Resignation
Feroz Dewan July 22, 2011 Resignation
Ramani Iyer August 1, 2011 Designated as Non-Executive Director
V.S.S. Mani August 1, 2011 Re-appointment as Managing Director
V. Krishnan August 1, 2011 Re-appointment as Whole Time
Director
B. Anand August 2, 2011 Appointment as Independent Director
Sanjay Bahadur August 2, 2011 Appointment as Independent Director
Malcolm Monteiro August 2, 2011 Appointment as Independent Director
Sandeep Singhal May 7, 2012 Resignation
Shailendra Jit Singh June 21, 2012 Appointment as additional director
Shailendra Jit Singh July 31, 2012 Appointment as director

Management Organisation Structure

V.S.S. Mani
Managing Director
& Chief Executive Officer

V. Krishnan Ramkumar Krishnamachari Sandipan

Director & Chief Operating Officer Chief Financial Officer Chattopadhyay
Chief Technology Officer

Koora Srinivas
Deputy Chief Financial Officer
& Senior Vice President Human Resources Shreos Roy
Chowdhury
Chief Technical Architect

Sachin Jain
Company Secretary

Key Management Personnel and Other Management Personnel

The details of the key management personnel and other management personnel as of the date of this Red Herring
Prospectus are as follows:

1. V.S.S. Mani

For details, please see the section “Our Management – Brief Biographies” on page 167.

174
2. V. Krishnan

For details, please see the section “Our Management – Brief Biographies” on page 167.

3. Ramkumar Krishnamachari

Ramkumar Krishnamachari, aged 46 years, is the Chief Financial Officer of our Company. He has been associated
with our Company since August 8, 2010. He is a member of the ICAI and the Institute of Cost and Works
Accountants of India. He is also a certified as a Certified Public Accountant by the State Board of Accountancy,
Delaware, U.S.A. He is also a CFA Charter Holder from the CFA Institute, U.S.A. He has approximately 22 years
of experience in the field of finance and accounting. Prior to joining our Company he worked with Royal
Sundaram General Insurance Allied Company Limited. His remuneration during Fiscal 2012 was ` 6.68 million.
His term of office expires in the year 2025.

4. Sandipan Chattopadhyay

Sandipan Chattopadhyay, aged 40 years, is the Chief Technology Officer of our Company. He has been associated
with our Company since January 1, 2009. He holds a Bachelor’s degree in Statistics from the Indian Statistical
Institute, Kolkata and Post-Graduate Diploma in Computer Aided Management from Indian Institute of
Management, Kolkata. He has approximately 16 years of experience in the field of technology. Prior to joining our
Company he was associated with E Dot Solutions India Private Limited. His remuneration during Fiscal 2012 was
` 6.62 million. His term of office expires in the year 2031.

5. Koora Srinivas

Koora Srinivas, aged 37 years, is the Deputy Chief Financial Officer of our Company. He has been associated with
our Company since December 1, 1999. He holds a Bachelor’s degree in Commerce from Osmania University,
Hyderabad and a Master’s degree in Business Administration from Swami Ramanand Teerth Marathwada
University, Nanded. He has approximately 13 years of experience in the field of finance and accounting. His
remuneration during Fiscal 2012 was ` 6.07 million. His term of office expires in the year 2034.

6. Shreos Roy Chowdhury

Shreos Roy Chowdhury, aged 40 years, is the Chief Technical Architect of our Company. He has been associated
with our Company since September 21, 2010. He holds a Master’s degree in Science (Physics) from Indian
Institute of Technology, Kanpur. He has approximately 16 years of experience in the field of technology. Prior to
joining our Company he worked with Reliance Big Entertainment Private Limited. His remuneration during Fiscal
2012 was ` 4.49 million. His term of office expires in the year 2031.

7. Sachin Jain

Sachin Jain, aged 36 years, is the Company Secretary and Compliance Officer of our Company. He has been
associated with our Company since November 15, 2010. He is a qualified company secretary and a member of the
Institute of Company Secretaries of India, New Delhi. He also holds a Bachelor’s degree in Commerce and Law
from Vikram University, Ujjain. He has approximately 11 years of experience. Prior to joining our Company he
worked with DB Hospitality Private Limited. His remuneration during Fiscal 2012 was ` 2.07 million. His term of
office expires in the year 2035.

The remuneration of the key management personnel and other management personnel includes basic salary, house
rent allowance, other allowances, perquisites and commissions. The details of the remuneration paid to our key
management personnel and other management personnel, as disclosed above, have not been derived from our
Restated Summary Statements.

Except for V.S.S. Mani and V. Krishnan, none of the key management personnel or the other management
personnel are related to each other. V.S.S. Mani and V. Krishnan are brothers.

175
All our key management personnel and other management personnel are permanent employees of our Company.

Shareholding of Key Management Personnel and Other Management Personnel

The shareholding of the key management personnel and other management personnel as of the date of filing this
Red Herring Prospectus is set forth below:

Name of key management personnel and Number of Equity Shares held

other management personnel
V.S.S. Mani 21,331,669*
V. Krishnan 2,047,509
Ramkumar Krishanamachari 54,393
Sandipan Chattopadhyay 525,520
Koora Srinivas 136,522
Shreos Roy Chowdhury 10,500
Sachin Jain 1,200
*
Includes 580,836 Equity Shares held jointly with V. Krishnan which were transferred by V.S.S. Mani to joint-holding on March 25, 2011.

Bonus or profit sharing plan of the Key Management Personnel and Other Management Personnel

Our key management personnel and other management personnel are paid performance incentive pay based on
certain performance parameters as decided by our Company.

The following table sets forth the details of the incentives currently paid by our Company to its key management
personnel and other management personnel:

Name of key management personnel Incentive (per annum)

V.S.S. Mani 0.50% of the net profit of our Company
V. Krishnan 0.75% of the net profit of our Company
Sandipan Chattopadhyay 0.04% on the national collections of our Company
Ramkumar Krishnamachari 0.04% on the national collections of our Company
Koora Srinivas 0.092% on the national collections of our Company
Shreos Roy Chowdhury 0.025% on the national collections of our Company

None of the other key management personnel and other management personnel is entitled to any profit sharing
plan.

Interests of key management personnel and other management personnel

The key management personnel and other management personnel of our Company do not have any interest in our
Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of
appointment, reimbursement of expenses incurred by them during the ordinary course of business and the
employee stock options or equity shares held, if any.

Except as disclosed, none of the key management personnel or the other management personnel have been paid
any consideration of any nature from our Company, other than their remuneration.

Changes in the key management personnel and other management personnel

The changes in the key management personnel and other management personnel in the last three years are as
follows:

Name Designation Date of change Reason for change

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 Name Designation Date of change Reason for change
Ramkumar Chief Financial Officer August 8, 2010 Appointment
Krishnamachari
Shreos Roy Chief Technical September 21, 2010 Appointment
Chowdhury Architect
Sachin Jain Company Secretary November 15, 2010 Appointment
Subhanker Nag Sarker President, New Business November 16, 2010 Resignation
Initiatives group
Ramani Iyer Executive Director August 1, 2011 Designation changed from
executive director to non-executive
director due to which he ceased to
be key management personnel

Employee Stock Option Plan

For details of the employee stock option plan, please see the section “Capital Structure – Employee Stock Option
Plan” on page 93.

Payment or Benefit to officers of our Company

Except as stated otherwise in this Red Herring Prospectus, no non-salary amount or benefit has been paid or given
or is intended to be paid or given to any of our Company’s employees including the key managerial personnel and
other management personnel and our Directors.

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 OUR PROMOTERS AND PROMOTER GROUP

V.S.S. Mani, Anita Mani, Ramani Iyer and V. Krishnan are the Promoters of our Company.

V.S.S. Mani, aged 47 years, is the Managing Director and Chief Executive Officer of
our Company. He is a resident Indian national. For further details, please see the
section “Our Management” on page 164.

His driving license number is MH02 20110076113. His passport number is

Z2334960. He does not hold a voters identification card.

Anita Mani, aged 44 years, is a former Director of our Company. She holds a
Bachelor’s degree in History from University of Delhi. She has been associated with
our Company since its incorporation and has approximately 20 years of experience,
working with our Company in the field of general management. She is presently a
director of our Group Companies, JD Global and Superstar Ventures Private Limited.

Her passport number is F1640115. Her voter identification card number is

ACC2071645. She does not have a driving license. Her address is at 2502-B, 25th
Floor, Oberoi Sky Heights, Plot no. 120, Lokhandwala Complex, Andheri (West),
Mumbai 400 053.

Ramani Iyer, aged 44 years, is a Non-Independent, Non-Executive Director of our

Company. He is a resident Indian national. For further details, please see the section
“Our Management” on page 164.

His driving license number is KA-04 20110008111. His voter identification card
number is SOH0806810. His passport number is Z2343109.

V. Krishnan, aged 42 years, is a Non-Independent, Executive Director of our

Company. He is a resident Indian national. For further details, please see the section
“Our Management” on page 164.

His driving license number is DL-0719930057358. His voter identification card

number is SFJ1264332. His passport number is E6864830.

Our Company confirms that the permanent account number, bank account number and passport number of our
Promoters have been submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus with
them.

Interests of Promoters and Common Pursuits

Our Promoters are interested in our Company to the extent of their respective shareholding. For details on the
shareholding of our Promoters in our Company, please see the section “Capital Structure” on page 78.

Further, our Promoters who are also our Directors may be deemed to be interested to the extent of fees, if any,
payable to them for attending meetings of the Board or a Committee thereof as well as to the extent of other
remuneration, reimbursement of expenses payable to them. For further details please see the section “Our
Management” on page 164.

Further, our Promoters are also directors on the boards, or are members, or are partners, of certain Promoter Group
entities and may be deemed to be interested to the extent of the payments made by our Company, if any, to these
Promoter Group entities. For the payments that are made by our Company to certain Promoter Group entities,

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please see the section “Related Party Transactions” on page 185.

Our Company has entered into a leave and license agreement dated March 15, 2012 with two of our Promoters,
V.S.S. Mani and Anita Mani for the premises situated at unit no. 501-B, 5th Floor, Building ‘M’, Palm Court
Complex, Link Road, Malad (West), Mumbai for a period of 46 months and 17 days from March 15, 2012 to
January 31, 2016. In terms of this leave and license agreement, our Company has recorded as rent, an aggregate
amount of ` 4.12 million during the nine months period ended December 31, 2012 to V.S.S. Mani and Anita
Mani. Our Company is currently paying ` 479,981 per month for the period between February 15, 2013 to January
14, 2014. Further, our Company has also entered into: (i) a licensing arrangement with JD USA for the use of our
“Just Dial” brand; (ii) a services agreement with JD Global; (iii) a sale/share transfer agreement with JD Global
and JD USA; and (iv) an agreement for sale of assets with JD Global. For further details of these agreements,
please see “History and Certain Corporate Matters – Summary of Key Agreements – Trademark license
agreement dated August 10, 2011 between JD USA and our Company”, “History and Certain Corporate Matters –
Summary of Key Agreements – Services agreement dated March 29, 2011 between JD Global and our Company”,
“History and Certain Matters – Summary of Key Agreements – Sale/Share Transfer Agreement between our
Company, JD Global and JD USA” and “History and Certain Matters – Summary of Key Agreements –
Agreement for sale of assets dated March 29, 2011 between JD Global and our Company” on page 162. Other
than as stated above, our Company has not entered into any contract, agreements or arrangements during the
preceding two years from the date of the Draft Red Herring Prospectus, in which any of our Promoters is directly
or indirectly interested and no payments have been made to our Promoters in respect of the contracts, agreements
or arrangements which are proposed to be made with any of our Promoters including the properties purchased by
our Company other than in the normal course of business.

Further, our Promoters are also interested in our Group Companies JD Global and JD USA, which are involved in
activities similar to those conducted by our Company. For further details, please see the section “Our Group
Companies” on page 181. Our Company will adopt the necessary procedures and practices as permitted by law to
address any conflict of interest as and when it may arise. Please see the section “Risk Factors – Our Promoters
have interests in entities which are in the same line of business as that of our Company” on page 19.

Payment of benefits to our Promoters

Except as stated in the section “Related Party Transactions” on page 185, there has been no payment of benefits to
our Promoters during the two years preceding the filing of the Draft Red Herring Prospectus.

Confirmations

Further none of our Promoters have been declared a wilful defaulter by the RBI or any other government authority
and there are no violations of securities laws committed by any of our Promoters in the past and no proceedings
for violation of securities laws are pending against them.

Companies with which our Promoters have disassociated in the last three years

Our Promoters have not disassociated from any company during the three years preceding the date of filing of the
Draft Red Herring Prospectus with SEBI.

Change in the management and control

There has not been any change in the management or control of our Company.

The Promoter Group

In addition to our Promoters named above, the following individuals and entities form a part of the Promoter
Group:

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1. Natural persons who are part of the Promoter Group

The natural persons who are part of the Promoter Group (due to their relationship with our Promoters),
other than our Promoters, are as follows:

Name of the Promoter Name of the Relative Relationship with the Promoter
V.S.S. Mani Meenakshi Chalam Mother
Vijayalakshmi Shankar Sister
Arjun Iyer Son
Manasi Iyer Daughter
Velachirayil Narayana Narayanan Father of spouse
Pillai
Manammel Kuttiyamma Vijayam Mother of spouse
Ajit Narayan Brother of spouse

Anita Mani Velachirayil Narayana Narayanan Father

Pillai
Manammel Kuttiyamma Vijayam Mother
Ajit Narayan Brother
Arjun Iyer Son
Manasi Iyer Daughter
Meenakshi Chalam Mother of spouse
Vijayalakshmi Shankar Sister of spouse

Ramani Iyer Meenakshi Chalam Mother

Shilpa Ramani Spouse
Vijayalakshmi Shankar Sister
Srika Ramani Daughter
Trishikha Iyer Daughter
B.P. Ramesh Father of spouse
Yashoda Ramesh Mother of spouse
Sheetal Ramesh Sister of spouse
Shruthi Ramesh Sister of spouse

V. Krishnan Meenakshi Chalam Mother

Eshwary Krishnan Spouse
Vijayalakshmi Shankar Sister
Siddharth Krishnan Son
Malvika Krishnan Daughter
S.S.A. Iyer Father of spouse
Lalitha Iyer Mother of spouse
Arthi Iyer Sister of spouse
Swati Iyer Sister of spouse

2. Corporate entities forming part of the Promoter Group

a. Superstar Ventures Private Limited;
b. JD Global; and
c. JD USA.

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 OUR GROUP COMPANIES

Unless otherwise specified, all information in this section is as of the date of this Red Herring Prospectus.

Our Group Companies are as follows:

1. Just Dial Global Private Limited (“JD Global”)

Corporate Information

JD Global was incorporated on March 18, 2010, in Mumbai. JD Global is engaged in the business of providing
local search services on various businesses, products and services in Canada and USA through its wholly owned
subsidiary JD USA. The High Court of Bombay, pursuant to an order dated October 14, 2011, approved a scheme
of arrangement for the demerger of activities and operations pertaining to IT-related testing and other related
services of our Company to JD Global with effect from August 1, 2011. For further details of the scheme of
arrangement, please see the section “History and Certain Corporate Matters - Scheme of Arrangement between our
Company, JD Global and their respective shareholders and creditors” on page 157.

Interest of our Promoters

Name No. of equity shares held Percentage of

shareholding (%)
V. S. S. Mani 444,215* 39.48
Anita Mani 10,792 0.96
V. Krishnan 46,745 4.15
Ramani Iyer 41,175 3.66
Total 542,927 48.25
* Includes 8,356 equity shares held jointly with V. Krishnan.

Financial Performance
(` in million, except per share data)
Sr. No. Particulars For the year ended
March 31, 2012 March 31, 2011 March 31, 2010
1. Equity Capital 2.07 2.07 6.75
Reserves (excluding revaluation 415.07 71.09 -
2.
reserves)
3. Income including other income 36.10 1.35 -
4. Profit/(Loss) after tax (238.49) (97.17) (0.37)
5. Earnings per share (1,153.14) (135.94) (126.63)
6. Net asset value per share 2,016.95 353.72 10.00

2. Just Dial Inc., U.S.A. (“JD USA”)

Corporate Information

JD USA was incorporated on November 13, 2009 in Delaware, USA. Pursuant to a certificate of merger effective
from December 31, 2009 and the agreement and plan of merger dated December 29, 2009, JD USA merged with
wholly owned subsidiary of our Company, Just Dial Inc., Florida, which was incorporated on April 25, 2006 in
Florida, USA. Consequent to this merger, Just Dial Inc., Florida ceased to exist and JD USA became a wholly
owned subsidiary of our Company. JD USA is engaged in the business of providing infrastructure support services
to the customers of JD Global in U.S.A., which includes arranging lease and telephone lines and providing
communication related and database procurement services. JD USA ceased to be our wholly owned subsidiary
from July 22, 2011 due to our Company’s entire shareholding in JD USA being transferred to JD Global in
accordance with a sale/share transfer agreement dated July 21, 2011 between our Company, JD Global and JD

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USA. JD Global paid an aggregate amount of ` 22.03 million (USD 495,000) during fiscal 2012 to our Company
as consideration for the transfer of our Company’s shareholding in JD USA. For further details, please see the
section “History and Certain Corporate Matters – Sale/Share Transfer Agreement between our Company, JD
Global and JD USA” on page 162.

Interest of our Promoters

JD USA is a wholly owned subsidiary of JD Global. Our Promoters indirectly hold 48.25% of JD USA.

Financial Performance
(In US$, except share data)
Sr. No. Particulars For the year ended
March 31, 2012 March 31, 2011 March 31, 2010
1. Equity Capital 485,000 485,000 485,000
Reserves (excluding revaluation (400,223) (466,510) (437,849)
2.
reserves)
3. Income including other income 2,615,818 535,751 -
4. Profit/(Loss) After Tax 66,287 (28,661) (62,885)
5. Earnings Per Share 66.29 (28.66) (62.89)
6. Net asset value per share 84.78 18.49 47.15

3. Superstar Ventures Private Limited (“SVPL”)

Corporate Information

SVPL was incorporated on January 12, 2010, in Mumbai. SVPL has not commenced operations and proposes to
engage in the business of trading in goods and commodities on ready or forward basis, commission agents, buying
and selling agents, brokers, importers, exporters and to act as manufacturers’ representatives.

Interest of our Promoters

Name No. of shares held Percentage of

shareholding (%)
V. S. S. Mani 5,000 50.00
Anita Mani 5,000 50.00
Total 10,000 100.00

Financial Performance
(` in million)
Sr. No. Particulars For the year ended
March 31, 2012 March 31, 2011 March 31, 2010
1. Equity Capital 0.10 0.10 0.10
Reserves and surplus (excluding (0.02) (0.01) (0.01)
2.
revaluation reserves)
3. Income including other income - - -
4. Profit/(Loss) After Tax - - -
5. Earnings Per Share - - -
6. Net asset value per share 8.38 9.00 9.50

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4. Just Dial Private Limited Employees Group Gratuity Scheme (“JDPL Gratuity Scheme”)

Corporate Information

JDPL Gratuity Scheme was formed vide deed dated May 15, 2002 for the purpose of making provision for gratuity
payments to the employees of our Company subject to the terms and conditions of the deed and rules thereof.

Interest of our Promoter

V.S.S. Mani and V. Krishnan are the trustees of JDPL Gratuity Scheme.

Financial Performance
(` in million)
Sr. No. Particulars For the year ended
March 31, 2012 March 31, 2011 March 31, 2010
1. LIC Group Gratuity Fund 41.01 29.10 12.77
2. Cash in bank 0.17 0.12 7.07
3. Trust Fund Account 41.03 29.19 19.46
4. Gratuity payable to Employees 0.15 0.03 0.38

Group Companies with negative networth, under winding up or which have become a sick industrial
company

None of the entities forming part of Group Companies is a sick company under the meaning of SICA and none of
them are under winding up. Further, none of our Group Companies has a negative networth.

Nature and Extent of Interest of Group Companies

(a) In the promotion of our Company

None of our Group Companies have any interest in the promotion of our Company.

(b) In the properties acquired or proposed to be acquired by our Company in the past two years before
filing the Draft Red Herring Prospectus with SEBI

None of our Group Companies is interested in the properties acquired or proposed to be acquired by our
Company in the two years preceding the filing of the Draft Red Herring Prospectus.

(c) In transactions for acquisition of land, construction of building and supply of machinery

None of our Group Companies is interested in any transactions for the acquisition of land, construction of
building or supply of machinery.

Common Pursuits amongst the Group Companies and Associate Companies with our Company

JD Global and JD USA are engaged in activities similar to the business of our Company. However, JD Global and
JD USA provides local search services in Canada and USA whilst our Company provides local search services in
India. Our Company will adopt the necessary procedures and practices as permitted by law to address any conflict
of interest as and when it may arise. Except as stated above, there are no common pursuits amongst any of our
Group Companies and our Company.

Related Business Transactions within the Group Companies and Significance on the Financial Performance
of our Company

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For details, please see the section “Related Party Transactions” on page 185.

Sale/Purchase between Group Companies, Subsidiaries and Associate Companies

For details, please see the section “Related Party Transactions” on page 185.

Business Interest of Group Companies and Associate Companies in our Company

Except for the trademark license agreement between JD USA and our Company and the services agreement
between JD Global and our Company, none of our Group Companies have any business interest in our Company.
For details, please see the section “History and Certain Corporate Matters – Trademark license agreement dated
August 10, 2011 between JD USA and our Company” and “History and Certain Matters – Services Agreement
dated March 29, 2011 between JD Global and our Company” on page 162.

Defunct Group Companies

None of our Group Companies remain defunct and no application has been made to the registrar of companies for
striking off the name of any of our Group Companies, during the five years preceding the date of filing the Draft
Red Herring Prospectus with SEBI. None of our Group Companies fall under the definition of sick companies
under SICA and none of them is under winding up.

Public issue or rights issue

None of our Group Companies has made any public or rights issue in the last three years preceding the date of
filing this Red Herring Prospectus. Further, none of our Group Companies are listed on any stock exchanges.

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 RELATED PARTY TRANSACTIONS

For details of the related party disclosures, as per the requirements under Accounting Standard 18 “Related Party
Disclosures” issued by the Institute of Chartered Accountants in India, please see the sections “Financial
Statements – Annexure XX – Restated Unconsolidated Statement of Related Party Transactions” and “Financial
Statements – Annexure XVIII – Restated Consolidated Statement of Related Party Transactions” on pages 256 and
317, respectively.

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 DIVIDEND POLICY

The declaration and payment of dividends, if any, will be recommended by our Board of Directors and approved
by the shareholders of our Company, in their discretion, subject to the provisions of the Articles of Association
and the Companies Act. The dividends, if any, will depend on a number of factors, including but not limited to the
earnings, capital requirements, contractual restrictions and overall financial position of our Company. Our
Company has no formal dividend policy. However, subject to aforementioned factors our Company may consider
declaring and paying dividends in the future. Any amounts paid as dividends in the past are not necessarily
indicative of our Company’s future dividend policy or dividend amounts. The dividends declared by our Company
during the last five fiscal years are detailed in the following table:

1. Equity Shares:

Particulars Fiscal 2008

Face value per Equity Share (`) 10
Dividend Paid (` in million) 1.71
Rate of Dividend (%) 20.0
Dividend Distribution Tax (` in million) 0.29

Our Company has not declared a dividend (` 0) on the Equity Shares during Fiscals 2009, 2010, 2011 and 2012.

2. Preference Shares:

2.1. Preference Shares Series A

Particulars Fiscal 2008

Face value per Preference Share (`) 10
Dividend Paid (in ` million) 0.51
Rate of Dividend (%) 20.1
Dividend Distribution Tax (` in million) 0.09

Our Company has paid dividend of ` 0 on Preference Shares Series A during Fiscals 2009, 2010, 2011 and 2012.

2.2. Preference Shares Series B

Particulars Fiscal 2008

Face value per Preference Share (`) 10
Dividend Paid (In ` million) -*
Rate of Dividend (%) 20.1
Dividend Distribution Tax (` in million) -*

* indicates amount less than ` 0.01 million

Our Company has paid dividend of ` 0 on Preference Shares Series B during Fiscals 2009, 2010, 2011 and 2012.

2.3. Preference Shares Series C

Our Company has paid dividend of ` 0 on Preference Shares Series C.

186
 SECTION V: FINANCIAL INFORMATION

FINANCIAL STATEMENTS

Restated Unconsolidated Summary Statements of Assets and Liabilities as at December 31, 2012, March 31, 2012,
2011, 2010, 2009 and 2008 and Profits and Losses and Cash Flows for nine months period ended December 31,
2012 and for each of the years ended March 31, 2012, 2011, 2010, 2009 and 2008 for Just Dial Limited
(collectively the “Restated Unconsolidated Summary Statements”)

Auditors' report as required by Part II of Schedule II to the Companies Act, 1956

The Board of Directors

Just Dial Limited
Palm Court, Building-M,
501/B, 5th Floor,
Link Road, Malad (West),
Mumbai – 400 064

Dear Sirs,

1. We have examined the attached restated unconsolidated financial information of Just Dial Limited
(the “Company”) as at December 31, 2012, March 31, 2012, 2011, 2010, 2009 and 2008 and for nine
months period ended December 31, 2012 and for each of the years ended March 31, 2012, 2011, 2010,
2009 and 2008 for the purpose of inclusion in the offer document prepared by the Company in connection
with its proposed Initial Public Offer (“IPO”). Such financial information has been approved by the
Board of Directors and prepared by the Company in accordance with the requirements of:

a. paragraph B(1) of Part II of Schedule II to the Companies Act, 1956 (the “Act”); and

b. relevant provisions of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009, as amended (the “Regulations) issued by the
Securities and Exchange Board of India (“SEBI”) on August 26, 2009, as amended from time to
time in pursuance of the Securities and Exchange Board of India Act, 1992.

2. We have examined such restated financial information taking into consideration:

a. the terms of our engagement agreed with you vide our engagement letter dated
December 6, 2012, requesting us to carry out work on such financial information, proposed to be
included in the offer document of the Company in connection with its proposed IPO; and

b. the Guidance Note on Reports in Company Prospectuses (Revised) issued by the Institute of
Chartered Accountants of India.

3. The Company proposes to make an IPO as offer for sale by certain shareholders of equity shares of Rs.10
each at such premium, arrived at by the 100% book building process (referred to as the “Issue”), as may
be decided by the Board of Directors of the Company.

Financial information as per audited financial statements:

4. The restated unconsolidated financial information has been compiled by the management from:

a) the audited unconsolidated interim financial statements of the Company as at and for the nine
months period ended December 31, 2012, which have been audited by us;

b) the audited unconsolidated financial statements of the Company as at and for each of the years
ended March 31, 2012, 2011 and 2010 which have been approved by the board of directors and
audited by us, and other financial and other records of the Company, to the extent considered
necessary, for the presentation of the restated unconsolidated summary statements under the

187
 requirements of the revised schedule VI of the Act in relation to the years ended
March 31, 2011 and 2010;

c) the audited unconsolidated financial statements of the Company as at and for each of the years
ended March 31, 2009 and 2008 prepared in accordance with accounting principles generally
accepted in India at the relevant time and originally approved by the Company in its board
meetings held on August 24, 2009 and September 2, 2008, respectively, all of which have been
audited by the Company’s previous auditor, Dinesh Nair & Associates, and whose auditors’
reports on these financial statements have been relied upon by us;

d) the audited unconsolidated financial statements of the Company as at and for each of the years
ended March 31, 2009 and 2008 prepared in accordance with accounting principles generally
accepted in India at the relevant time, prepared for the purpose of presentation of the restated
unconsolidated summary statements under the requirements of Revised Schedule VI of the Act
and approved by the Company in its board meetings held on April 2, 2012, all of which have
been audited by the Company’s previous auditor, Dinesh Nair & Associates, and whose auditors'
report on these financial statements have been relied upon by us; and

e) Clarification dated August 2, 2011 from the Company’s previous auditor, Dinesh Nair &
Associates, in relation to certain matters regarding their reports on the financial statements for
the years ended March 31, 2009 and 2008 ( Refer paragraph 6 (g) (B)).

5. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act, the Regulations
and terms of our engagement agreed with you, we report that:

Read with paragraph 4 above, we have examined the restated unconsolidated summary statements of
assets and liabilities of the Company as at December 31, 2012, March 31, 2012, 2011, 2010, 2009 and
2008 and the related restated unconsolidated summary statements of profits and losses and cash flows for
nine months period ended December 31, 2012 and for each of the years ended March 31, 2012, 2011,
2010, 2009 and 2008 (collectively, the “Restated Unconsolidated Summary Statements”) and as set out in
Annexures I to III.

6. Based on our examination and the reliance placed on the reports of the auditors as referred to in
Paragraph 4(c) and 4 (d) above to the extent applicable and based on the clarification received from
previous auditors referred to in paragraph 4(e) above, we further report that:

a) The restated unconsolidated profits have been arrived at after making such adjustments and
regroupings as, in our opinion, are appropriate and more fully described in the notes appearing in
section 1, 2 and 3 of Annexure IV(B) to this report;

b) The impact arising on account of changes in accounting policies adopted by the Company as at
and for the nine months period ended December 31, 2012, is applied with retrospective effect in
the restated unconsolidated summary statements;

c) Adjustments for the material amounts in the respective financial years to which they relate have
been adjusted in the attached restated unconsolidated summary statements;

d) There are no extraordinary items which need to be disclosed separately in the restated
unconsolidated summary statements;

e) Read with clarifications referred to in paragraph 4(e) above, there are no qualifications in the
auditors’ reports on the unconsolidated financial statements of the Company as at and for nine
months period ended December 31, 2012 and as at and for each of the years ended
March 31, 2012, 2011, 2010, 2009 and 2008 which require any adjustments to the Restated
Unconsolidated Summary Statements; and

f) Other audit qualifications in the unconsolidated statements for the years ended March 31, 2012,

188
2011 and 2010, which does not require any corrective adjustment in the financial information,
are as follows:

A. Annexure to auditor’s report for the Financial year ended March 31, 2012

(i) Clause ix (a)

Undisputed statutory dues including provident fund, investor education and

protection fund, income-tax, sales tax, wealth-tax, service tax, customs duty,
cess and other material statutory dues applicable to it have generally been
regularly deposited with the appropriate authorities though there have been
few delays in deposit of employees’ state insurance (‘ESIC’) dues with the
appropriate authorities and the delays in deposit have not been serious. The
provisions relating to excise duty are not applicable to the Company.

(ii) Clause ix (b)

According to the information and explanations given to us, no undisputed

amounts payable in respect of provident fund, investor education and
protection fund, income-tax, sales tax, employees’ state insurance, wealth tax
service tax, customs duty, cess and other undisputed statutory dues were
outstanding, at the year end, for a period of more than six months from the
date they became payable, except in case of ESIC, which has not been
deposited till date as per following table. The provisions relating to excise
duty are not applicable to the Company.

Name Nature Amount Period to Due Date of Payment

of the of the (Rs) which the Date
statute dues amount
relates
ESIC ESIC 30,251,804 April 2005 21st of Not yet paid (Refer Note
Act to March every 12 of Schedule IVC to
2010. month the unconsolidated
restated summary
statements)

B. Annexure to auditor’s report for the Financial year ended March 31, 2011

(iii) Clause i (b)

Fixed assets have been physically verified by the management during the year
and material discrepancies were identified on such verification. These have
been properly dealt with in the books of accounts.

(iv) Clause ix (a)

Undisputed statutory dues including provident fund, investor education and

protection fund, income-tax, sales tax, wealth-tax, service tax, customs duty,
cess and other material statutory dues applicable to it have generally been
regularly deposited with the appropriate authorities though in case of
employees’ state insurance (‘ESIC’) there were serious delays in a large
number of cases. The provisions relating to excise duty are not applicable to
the Company.

Further, since the Central Government has till date not prescribed the amount
of cess payable under section 441A of the Act, we are not in a position to
comment upon the regularity of otherwise of the Company in depositing the

189
 same.

Clause ix (b)

According to the information and explanations given to us, no undisputed amounts

payable in respect of provident fund, investor education and protection fund, income-
tax, sales tax, wealth tax, service tax, customs duty, cess and other undisputed statutory
dues were outstanding, at the year end, for a period of more than six months from the
date they became payable. The provisions relating to excise duty are not applicable to
the Company. According to the information and explanations given to us, undisputed
dues in respect of ESIC which were outstanding, at the year end, for a period of more
than six months from the date they became payable, are as follows:

Name Nature Amount Period to Due Date of Payment

of the of the (Rs) which the Date
statute dues amount
relates
ESIC ESIC 30,251,804 April 2005 to 21st of Not yet paid (refer
Act March 2010 every note 12 to Schedule
month IVC to the
unconsolidated
restated summary
statements)

C. Annexure to auditor’s report for the Financial year ended March 31, 2010

(i) Clause i (a)

The Company has maintained proper records showing full particulars,

including quantitative details and situation of fixed assets, except for certain
furniture and fixture, computers and plant and machinery, where the records
are maintained for group of similar assets and not for each individual asset.

(ii) Clause i (b)

All fixed assets have not been physically verified by the management during
the year but there is a regular program of verification, which, in our opinion, is
reasonable having regard to the size of the Company and the nature of its
assets. For the assets physically verified by the management during the year,
the Company is in process of reconciling the assets physically verified with the
books of accounts.

(iii) Clause vii

The Company has an internal audit system, the scope and coverage of which,
in our opinion requires to be enlarged to be commensurate with the size and
nature of its business.

(iv) Clause ix(a)

Undisputed statutory dues including provident fund, investor education and

protection fund, income-tax, wealth-tax, service tax have generally been
regularly deposited with the appropriate authorities though there has been a
slight delay in a few cases and in case of employees’ state insurance (‘ESIC’)
no payments have been made, as discussed in clause (ix)(b) below. The
provisions relating to sales tax, customs duty, excise duty and cess are not
applicable to the Company.

190
 Further, since the Central Government has till date not prescribed the amount
of cess payable under section 441A of the Act, we are not in a position to
comment upon the regularity of otherwise of the Company in depositing the
same.

(v) Clause ix(b)

According to the information and explanations given to us, no undisputed

amounts payable in respect of provident fund, investor education and
protection fund, income-tax, wealth tax service tax, and other undisputed
statutory dues were outstanding, at the year end, for a period of more than six
months from the date they became payable, except in case of ESIC, which has
not been deposited till date as per following table. The provisions relating to
sales tax, customs duty, excise duty and cess are not applicable to the
Company:

Name of Nature Amount Period to Due Date of

the of the (Rs) which the Date Payment
statute dues amount
relates
ESIC Act ESIC 23,909,128 April 2005 to 21st of Not yet
March 2009 every paid
month
ESIC Act ESIC 4,018,678 April 2009 to 21st of Not yet
Sep 2009 every paid
month

g) Following are the modification reported by the previous auditor for the years ended
March 31, 2009 and 2008 as stated in section 5 of Annexure IVB of this report, which in view of
the clarifications referred to in paragraph 4(e) above are deemed non-qualificatory and hence, do
not require any corrective adjustment in the restated unconsolidated summary statements.

A. Clause vi of Auditor’s report for the Financial year ended March 31, 2009

In the clause vi of auditor’s report for the year ended March 31, 2009, the previous
auditor had modified the report and included the following comments

“In our opinion and to the best of our information and according to the explanations
given to us and subject to the revenue recognition policy referred to in note-2 of
schedule-Q, the said accounts read with notes thereon and attached thereto, give the
information required by the Companies Act, 1956 in the manner so required and give a
true and fair view in conformity with the accounting principles generally accepted in
India:

(a) In case of the Balance Sheet, of the state of affairs of the Company as at 31 st
March, 2009 and

(b) In case of the Profit and Loss Account, of the profit for the year ended on that
date.

(c) In case of Cash Flow statement, of the cash flows for the year ended on that
date.”

Note-2 of Schedule-Q mentioned in the above clause reads as follows:

“2) Revenue Recognition

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 Revenue income and cost/expenditure are generally accounted on accrual basis as they
are earned or incurred. The Company analyses the different forms of tenor based
‘registration receipts’ and based on the costing required for services such, as
registration and after considering such other commercial factors, recognizes the
current year revenue by deferring parts of its receipts on such parameters and policies
of the Company, as was done in the preceding financial year.

Company has analyzed the lead based contracts are materially one year contracts and
therefore as per company policy the receipts are accounted on receipt basis without any
deferment.

In case of revenue from ‘yellow pages’ publication, the Company recognizes the
revenue and expenses on receipt basis.”

The Company has sought a clarification from the auditor whether the said comments
are not qualificatory in nature. The previous auditor, vide his letter dated August 2,
2011 clarified as follows:

“In the audit reports for year ended March 31, 2009, the above mentioned comment is
not qualificatory in nature rather trying to draw the attention to relevant Accounting
Polices to the Notes to Accounts since the company was introducing new type of listing
from time to time.”

B. CARO clauses not commented upon by previous auditor for the years ended
March 31, 2009 and 2008

In the audit reports for years ended March 31, 2009 and 2008, the auditor had not
commented on the below paragraphs as required by the Companies (Auditors Report)
Order, 2003, (‘CARO’).

“(i)(c) If a substantial part of fixed assets have been disposed off during the year,
whether it has affected the going concern:

(vi) in case the company has accepted deposits from the public, whether the
directives issued by the Reserve Bank of India and the provisions of sections
58A, 58AA or any other relevant provisions of the Act and the rules framed
there under, where applicable, have been complied with. If not, the nature of
contraventions should be stated; If an order has been passed by Company Law
Board or National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal whether the same has been complied with or not

(vii) whether the Company has an internal audit system commensurate with its size
and nature of its business”

The Company has sought a clarification from the auditor whether the said clauses, not
reported by him are qualificatory in nature. The previous auditor, vide his letter dated
August 2, 2011, referred to in paragraph 4(e), clarified as follows:

“These clauses are not qualified and were omitted inadvertently by us while reporting.”

h) In our opinion, the financial information as disclosed in the Annexures to this report, read with
the respective significant accounting policies and notes disclosed in Annexure IV(C), and after
making adjustments and re-groupings as considered appropriate and disclosed in Annexures
IV(A) and IV(B), have been prepared in accordance with Part II of Schedule II of the Act and
the Regulations.

7. We have not audited any financial statements of the Company as of any date or for any period subsequent
to December 31, 2012. Accordingly, we express no opinion on the financial position, results of operations

192
 or cash flows of the Company as of any date or for any period subsequent to December 31, 2012.

Other Financial Information:

8. At the Company’s request, we have also examined the following unconsolidated financial information
proposed to be included in the offer document prepared by the management and approved by the Board
of Directors of the Company and annexed to this report relating to the Company as at and for the nine
months period ended December 31, 2012 and for each of the years ended March 31, 2012, 2011, 2010,
2009 and 2008:

i. Restated Unconsolidated Statement of Reserves and Surplus, enclosed as Annexure V

ii. Restated Unconsolidated Statement of Non-Current Investments, enclosed as Annexure VI
iii. Restated Unconsolidated Statement of Current Investments, enclosed as Annexure VII
iv. Restated Unconsolidated Statement of Trade Receivables, enclosed as Annexure VIII
v. Restated Unconsolidated Statement of Long-term Loans and Advances and Other Non-Current
Assets, enclosed as Annexure IX
vi. Restated Unconsolidated Statement of Short-term Loans and Advances and Other Current
Assets, enclosed as Annexure X
vii. Restated Unconsolidated Statement of Long-term borrowings enclosed as Annexure XI
viii. Restated Unconsolidated Statement of Other Long-term liabilities and Long-term Provisions,
enclosed as Annexure XII
ix. Restated Unconsolidated Statement of Trade Payables, Other Current Liabilities and Short-term
Provisions, enclosed as Annexure XIII
x. Restated Unconsolidated Statement of Other Income, enclosed as Annexure XIV
xi. Restated Unconsolidated Statement Contingent Liabilities, enclosed as Annexure XV
xii. Restated Unconsolidated Statement of Dividend, enclosed as Annexure XVI
xiii. Restated Unconsolidated Statement of Accounting Ratios, enclosed as Annexure XVII
xiv. Capitalisation Statement, as appearing in Annexure XVIII
xv. Restated Unconsolidated Tax Shelter Statement, enclosed as Annexure XIX
xvi. Restated Unconsolidated Statement of Related Party Transactions, enclosed as Annexure XX

9. This report should not be in any way construed as a reissuance or redating of any of the previous audit
reports issued by us or by other firm of Chartered Accountants, nor should this report be construed as an
opinion on any of the financial statements referred to herein.

10. We have no responsibility to update our report for events and circumstances occurring after the date of
the report.

11. This report is intended solely for your information and for inclusion in the offer document in connection
with the proposed public offer of the Company and is not to be used, referred to or distributed for any
other purpose without our prior written consent.

For S.R. Batliboi & Associates LLP

Firm Registration No.:101049W
Chartered Accountants

per Govind Ahuja

Partner

193
Membership No: 48966
Mumbai
April 3, 2013

194
Annexure I - Restated Unconsolidated Summary Statement of Assets and Liabilities

Rs. in million
Particulars As at
31-Dec- 31-Mar- 31-Mar- 31-Mar- 31- 31-Mar-
12 12 11 10 Mar-09 08

A Non-current assets
Fixed assets
Tangible assets 542.21 326.98 253.94 181.92 136.86 115.45
Intangible assets 63.56 21.40 17.99 6.33 5.03 7.85
Capital work-in-progress - 3.18 - - - -
Intangible assets under 11.79 8.72 - - - -
development
617.56 360.28 271.93 188.25 141.89 123.30
Non-current investments - - - 22.51 13.69 13.69
Deferred tax assets (net) - 9.14 12.43 27.89 126.87 113.22
Long-term loans and advances 203.37 203.50 145.23 78.62 36.03 23.95
Other non-current assets - - - 0.28 0.26 7.24
820.93 572.92 429.59 317.55 318.74 281.40
B Current assets
Current investments 4,500.69 1,568.00 1,182.22 785.10 402.47 407.04
Trade receivables 3.97 - 0.60 0.35 0.69 7.71
Cash and bank balances 257.99 237.35 196.09 113.99 203.43 136.87
Short-term loans and advances 128.18 59.00 101.58 35.18 39.90 14.07
Other current assets 21.79 40.48 4.17 - - -
4,912.62 1,904.83 1,484.66 934.62 646.49 565.69
C Total assets (C= A + B) 5,733.55 2,477.75 1,914.25 1,252.17 965.23 847.09

D Non-current liabilities
Long-term borrowings - - 1.49 3.16 - 0.29
Deferred tax liabilities (net) 1.84 - - - - -
Other long-term liabilities 28.80 22.95 15.61 14.79 14.89 41.08
Long-term provisions 9.85 - - - 15.27 14.95
40.49 22.95 17.10 17.95 30.16 56.32
E Current liabilities
Trade payables 64.36 43.95 49.28 29.76 19.08 27.88
Other current liabilities 1,562.84 1,325.50 873.19 533.87 450.87 379.64
Short-term provisions 17.12 12.92 20.59 13.16 14.92 11.01
1,644.32 1,382.37 943.06 576.79 484.87 418.53
F Total liabilities (F= D + E) 1,684.81 1,405.32 960.16 594.74 515.03 474.85

G Share issue expenses (to the extent - 38.76 - - - -

not written off or adjusted)

H Share Application money 0.61 - - - - -

Net Worth (C - F - G- H) 4,048.13 1,033.67 954.09 657.43 450.20 372.24

Networth represented by
I Shareholders’ funds
Share capital
Equity share capital 694.44 519.08 519.05 8.56 8.56 8.56
Preference share capital - 11.64 1.96 2.52 2.52 2.52

195
 Particulars As at
31-Dec- 31-Mar- 31-Mar- 31-Mar- 31- 31-Mar-
12 12 11 10 Mar-09 08
Total Share capital 694.44 530.72 521.01 11.08 11.08 11.08

J Reserves and surplus

Capital redemption reserve - - - 0.87 0.87 0.87
Securities premium account 2,447.15 - 4.40 381.70 381.70 381.70
Stock option outstanding account 10.44 8.83 3.24 22.67 8.69 6.14
General reserve - - - 37.43 37.43 25.31
Net surplus/(deficit) in the 896.10 532.88 425.44 203.68 10.43 (52.86)
statement of profit and loss
Total Reserves and surplus 3,353.69 541.71 433.08 646.35 439.12 361.16

K Share issue expenses (to the extent - 38.76 - - - -

not written off or adjusted)

Net Worth (I + J - K ) 4,048.13 1,033.67 954.09 657.43 450.20 372.24

Notes:
1) The above statement should be read with the notes to restated unconsolidated summary statements of assets
and liabilities, profits and losses and cash flows as appearing in Annexure IVA, IVB & IVC.

As per our report of even date

For S. R. Batliboi & Associates LLP

Firm registration number: 101049W
Chartered Accountants

per Govind Ahuja

Partner
Membership No. 48966

Place : Mumbai
Date: April 3. 2013

196
Annexure II - Restated Unconsolidated Summary Statement of Profits and Losses

Rs. in million
Particulars Nine months For the year ended
period ended 31-Mar- 31-Mar- 31-Mar- 31- 31-
31-Dec-12 12 11 10 Mar-09 Mar-08
Income from continuing
operations
Revenue from operations
Sale of search and other related 2,643.63 2,593.98 1,796.03 1,160.62 735.39 510.18
services
Yellow pages publication - - - 148.45 123.83 185.69
services
Other operating revenue 1.34 26.63 43.30 - - -
(revenue from reseller)
Other income 71.17 131.54 37.27 38.56 58.92 20.16
Total revenue 2,716.14 2,752.15 1,876.60 1,347.63 918.14 716.03
Expenses
Employee benefits expense 1,290.28 1,308.37 947.17 668.82 522.77 420.54
Depreciation and amortisation 101.98 90.23 67.88 49.99 38.41 24.46
expense
Finance cost 0.05 0.17 0.29 0.04 0.05 0.14
Other expenses 619.47 639.94 438.29 336.55 257.09 238.62
Total expenses 2,011.78 2,038.71 1,453.63 1,055.40 818.32 683.76
Restated profit before tax and 704.36 713.44 422.97 292.23 99.82 32.27
exceptional items from
continuing operations
Exceptional items (15.25) - - - - -
Restated profit before tax from 689.11 713.44 422.97 292.23 99.82 32.27
continuing operations
Tax expense/(income)
Current tax 207.35 205.96 119.24 - 35.17 41.87
Deferred tax charge /(credit) 10.98 3.26 15.48 98.98 (13.65) (33.27)
Fringe benefit tax - - - - 2.89 2.78
Total tax expense 218.33 209.22 134.72 98.98 24.41 11.38
Restated profit after tax from 470.78 504.22 288.25 193.25 75.41 20.89
continuing operations (A)

Discontinuing operation
Profit before tax from - 2.30 - - - -
discontinuing operations
Tax expense of discontinuing - 0.71 - - - -
operations
Restated Profit after tax from - 1.59 - - - -
discontinuing operations (B)

Restated profit for the 470.78 505.81 288.25 193.25 75.41 20.89
period/year (A + B)

Notes:
The above statement should be read with the notes to restated unconsolidated summary statements of assets and
liabilities, profits and losses and cash flows as appearing in Annexure IVA, IVB & IVC.

197
As per our report of even date

For S. R. Batliboi & Associates LLP

Firm registration number: 101049W
Chartered Accountants

per Govind Ahuja

Partner
Membership No. 48966

Place : Mumbai
Date: April 3. 2013

198
Annexure III - Restated Unconsolidated Summary Statement of Cash Flows

Rs. in million
Particulars Nine months For the year ended
period ended 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
31-Dec-12 12 11 10 09 08
A. CASH FLOW FROM
OPERATING ACTIVITIES
Profit before taxation from 689.11 713.44 422.97 292.23 99.82 32.27
continuing operations (as restated)
Profit before taxation from - 2.30 - - - -
discontinued operations (as
restated)
Profit before taxation (as 689.11 715.74 422.97 292.23 99.82 32.27
restated)
Non cash adjustments to
reconcile profit before tax to net
cash flows
Depreciation and amortisation 101.98 90.23 67.88 49.99 38.41 24.46
expense
Employee stock compensation 3.19 5.60 3.24 13.97 2.55 6.14
expense
Loss/(profit) on sale/scrap of 0.11 (0.05) 12.29 (0.16) (0.71) (0.31)
fixed assets (net)
Unrealized foreign exchange - - 0.80 0.05 - -
loss (net)
Advertisement expenses - - 4.40 - - -
Loss/(profit) on sale of current (44.43) (42.29) (2.78) (3.07) (19.73) 0.56
investments
Loss on sale of long term - 0.48 - - - -
investment
Interest income (1.65) (4.30) (2.27) (8.40) (7.59) (4.95)
Dividend income (11.87) (43.55) (28.61) (25.84) (29.40) (14.38)
Interest Expense 0.05 0.17 0.29 0.04 0.05 0.14
Operating profit before working 736.49 722.03 478.21 318.81 83.40 43.93
capital changes (as restated)
Movements in Working Capital
(Increase)/decrease in trade (3.97) 0.60 (0.25) 0.34 7.03 (6.12)
receivables
(Increase)/decrease in short-term (69.19) (1.65) (66.70) 4.99 (25.82) 7.62
loans and advances
(Increase)/decrease in long-term (19.81) (4.26) (40.81) (9.11) (8.90) 22.81
loans and advances
(Increase)/decrease in other 0.06 2.51 (4.16) - - -
current assets
Increase/(decrease) in trade 20.40 (5.34) 19.52 10.68 (8.79) 10.82
payables
Increase in other current liabilities 238.68 452.49 339.21 81.74 71.84 125.79
Increase/(decrease) in other non- 5.85 7.35 0.81 (0.09) (26.20) (6.97)
current liabilities
Increase/(decrease) in long-term 9.85 - - (1.91) 1.97 (26.69)
provisions
Increase/(decrease) in short-term 4.20 (7.68) 7.43 (1.75) 6.51 5.18
provisions
Cash flow from operations 922.56 1,166.05 733.26 403.70 101.04 176.37

199
 Particulars Nine months For the year ended
period ended 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
31-Dec-12 12 11 10 09 08
Direct taxes paid (including fringe (238.02) (208.84) (133.19) (44.57) (39.73) (34.18)
benefit taxes paid) (net of refunds)
Net cash generated from 684.54 957.21 600.07 359.13 61.31 142.19
operating activities (A)

B. CASH FLOW USED IN

INVESTING ACTIVITIES
Purchase of fixed assets, including (308.96) (230.84) (191.86) (99.10) (61.59) (56.81)
intangible assets, capital work in
progress and capital advances
Proceeds from sale of fixed assets 0.21 0.20 16.05 0.35 2.12 0.58
Investment in subsidiaries - - - (14.11) - -
Purchase of current investments (6,698.16) (3,932.44) (2,005.91) (899.81) (563.85) (307.04)
Purchase of long term investment - (580.00) (144.76) - - -
Sale of current investments 3,809.90 3,421.70 1,773.56 525.51 588.14 49.43
Loans given - (111.74) - - - -
Proceeds from loan repaid - 156.03 - - - -
Proceeds from dilution of shares - - 5.25 - - -
by subsidiary
Investment in bank deposit (with (0.51) (24.53) (49.62) (47.21) (142.57) (36.86)
maturity more than three months)
Redemption/maturity of bank 0.47 22.81 38.95 188.47 42.28 33.24
deposit (with maturity more than
three months)
Interest received 0.04 4.24 1.88 8.40 7.59 4.95
Proceeds from sale of investments - 22.03 - - - -
in subsidiary
Dividend received 11.87 43.55 28.61 25.84 29.40 14.38
Net cash used in investing (3,185.14) (1,208.99) (527.85) (311.66) (98.48) (298.13)
activities (B)
C. CASH FLOW FROM
/(USED IN) FINANCING
ACTIVITIES
Long term borrowings taken - - - 4.99 - -
Repayments of long term (1.33) (1.67) (1.54) (0.57) (0.90) (1.44)
borrowings
Receipts from issuance of - 333.86 - - - 201.51
preference shares (including
premium)
Share Application money pending 0.61 - - - - -
allotment
Receipts from issuance of equity 2,548.07 0.22 0.75 - - -
shares (including premium)
Share issue expenses (26.10) (40.91) - - - -
Interest paid (0.05) (0.17) (0.29) (0.04) (0.05) (0.14)
Dividend paid - - - - (2.22) -
Dividend distribution tax - - - - (0.38) -
Net cash generated from/(used 2,521.20 291.33 (1.08) 4.38 (3.55) 199.93
in) financing activities (C)
Net increase/(decrease) in cash 20.60 39.55 71.14 51.85 (40.72) 43.99
and cash equivalents (A+

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 Particulars Nine months For the year ended
period ended 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
31-Dec-12 12 11 10 09 08
B+C)
Cash and cash equivalents at the 214.54 174.99 103.85 52.00 92.72 48.73
beginning of the period/year
Total Cash and cash equivalents 235.14 214.54 174.99 103.85 52.00 92.72
at the end of the period/year

Components of Cash and Nine months period For the year ended
Cash Equivalents ended 31-Dec-12 31-Mar- 31-Mar- 31-Mar- 31- 31-
12 11 10 Mar-09 Mar-08
Cash on hand 6.83 5.89 4.59 0.83 2.63 2.72
Cheques/drafts on hand - 12.13 18.36 - - -
Balance with scheduled
banks:
Current account 228.31 196.52 152.04 103.02 49.37 90.00
235.14 214.54 174.99 103.85 52.00 92.72

Notes:
1) Figures in brackets indicate cash outflow
2) The above statement should be read with the notes to restated unconsolidated summary statements of assets
and liabilities, profits and losses and cash flows as appearing in Annexure IVA, IVB & IVC.

As per our report of even date

For S. R. Batliboi & Associates LLP

Firm registration number: 101049W
Chartered Accountants

per Govind Ahuja

Partner
Membership No. 48966

Place : Mumbai
Date: April 3. 2013

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Notes to restated unconsolidated summary financial statements

Annexure IVA: Notes on Material Adjustments

The summary of results of restatement made in the audited unconsolidated financials statements for the respective
years and its impact on the profit/ (loss) of the Company is as follows

Rs. in million
Particulars Nine For the year ended
months 31- 31- 31- 31-Mar- 31-
period Mar- Mar- Mar-10 09 Mar-08
ended 31- 12 11
Dec-12
(A) Net Profit/(loss) as per audited 470.78 505.81 295.39 (104.78) 121.20 93.51
financial statements
Adjustments due to changes in accounting
policies
Increase/ (Decrease) in Depreciation due to - - - (10.17) 1.91 6.86
change in method from Written Down Value
(WDV) Method to Straight Line Method
(SLM)(Refer Note 1(a) of Annexure IVB)
Increase in profit on sale of assets due to - - - - 0.70 0.27
change in method of depreciation from WDV
to SLM basis.(Refer Note 1(a) of Annexure
IVB)
Other Adjustments
Increase/(Decrease) in revenues on account - - - 379.57 (48.75) (97.61)
of revenue recognition on accrual basis as per
Revenue Recognition policy mandated by
AS-9 (Refer Note 2(A)(a) of Annexure IVB)
Provision for Compensated Absences(Refer - - - 14.92 (6.51) (2.58)
Note 2(A)(e) of Annexure IVB)
Lease rent adjustment, for straight lining of - - - 3.13 0.38 (1.16)
leases as required by AS-19 - Accounting for
Leases(Refer Note 2(A)(c) of Annexure IVB)
Printing and Publishing expenses restated - - - - 0.82 0.24
due to change in policy of recognising
printing and publishing expenses based on
publishing dates.(Refer Note 2(A)(b) of
Annexure IVB)
Adjustment for other employee statutory - - - 23.91 (8.02) (8.39)
dues (Refer Note 2(A)(f) of Annexure IVB)
Employee Stock Options - accounting - - - 12.62 (2.56) (6.14)
treatment as per the guidance note issued by
the Institute of Chartered Accountants of
India (Refer Note 2(A)(d) of Annexure IVB)
Reversal of Prior year adjustments due to the - - - - (0.28) -
expense recognition in the year to which it
relates.
(B) Total Adjustments - - - 423.98 (62.31) (108.51)
(C) Tax (under-provisions)/over- - - 0.68 2.34 0.67 (0.79)
provisions (Refer Note 2(B) of Annexure
IVB)
(D) Deferred tax impact of adjustments - - (7.82) (128.29) 15.85 36.68
Restated Profit (A + B + C + D) 470.78 505.81 288.25 193.25 75.41 20.89

202
Notes:
1) The above statement should be read with the notes to restated unconsolidated summary statements of assets
and liabilities, profits and losses and cash flows as appearing in Annexure IVB & IVC.
2) During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act, 1956, has
become applicable to the Company for preparation and presentation of its financial statements. The adoption
of revised Schedule VI of the Companies Act, 1956 does not impact recognition and measurement principles
followed for preparation of financial statements. However, it has significant impact on presentation and
disclosures made in the financial statements. The Company has also reclassified the figures for the years
ended March 31, 2011, 2010, 2009 and 2008 in accordance with the requirements applicable for the year
ended March 31, 2012.

203
Annexure IVB

1. a. Changes in Accounting Policies

Change in Depreciation policy from Written Down Value Method to Straight Line Method.

During the year ended March 31, 2010, the Company had changed the method of depreciation
from Written down value method to Straight line method. The depreciation figures appearing in
the audited financial statements for the years ended March 31, 2009 and 2008 have been restated to
provide for the impact in each of the respective financial years due to the change in method of
depreciation. The net block of fixed assets has been accordingly changed in each of the financial
years ending March 31, 2009 and 2008.

Further, the profit and loss on assets sold in each of the financial years ending March 31, 2009 and
2008 has been recomputed in line with the revised policy.

b. Presentation and disclosure of financial statements

During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act,
1956, had become applicable to the Company, for preparation and presentation of its financial
statements. Accordingly the Company has prepared the financial statements for the year ended
March 31, 2012 in accordance with Revised Schedule VI of the Companies Act, [Link]
adoption of revised Schedule VI of the Companies Act, 1956 does not impact recognition and
measurement principles followed for preparation of financial statements. However, it has
significant impact on presentation and disclosures made in the financial statements. The Company
has also reclassified the figures for the years ended March 31, 2011, 2010, 2009 and 2008 in
accordance with the requirements of Revised Schedule VI.

2. Other Adjustments

(A) Prior period items

a) Revenue recognition

During the year ended March 31, 2010, the Company has corrected the application of the
revenue recognition policy whereby revenue is now prorated over the period of the
contract for tenure based contracts, prorated on the leads consumed for lead base contracts
and on availability of yellow pages directory to the public for accessing information for
print based contracts. The impact due to change in application of revenue recognition
policy has been accounted retrospectively and its effect has been recognised by
transferring the appropriate revenues to Unearned Revenue under Current Liabilities in
each of the restated financial statements for the financial years ended March 31, 2009 and
2008.

b) Publishing expense

Printing and publishing expense related to yellow pages directory has been restated in
each of financial years ended March 31, 2009 and 2008 based on the expense related to
each of the financial years in which the revenue from yellow pages were recognised. In
the audited financial statements for such years, the publishing expenses were earlier
recognised based on when the expense was due or paid, whichever was earlier.

c) Straight-lining of operating lease expenses

In the audited financial statements for the years ended March 31, 2009 and 2008, the lease
expenses were accounted on the payments falling due in such financial years. On

204
 restatement of financials, the expense towards operating lease has been recognised by
straight-lining the lease payments over the duration of the operating lease. The increase in
provision arising due to such adjustment has been accounted under Current Liabilities and
Provisions in the restated financial statements of the respective years.

d) Employee stock options

In respect of employee stock options granted to employees under the 2 schemes namely
Employee Stock Option Scheme 2007 and Employee Stock Option Scheme 2008, the
employee stock expense related to the grant of options was not recognised in the audited
accounts of the financial years ended March 31, 2009 and 2008. On restatement of
financial statements, the compensation expense and the deferred compensation related to
employee stock option has been recognised in each of the financial years to which such
charge relates. The balance value of the options not recognised during each of the
financial years has been recognised under Stock Option Outstanding Account in each of
the respective financial years. The share premium related to the exercise of the Employee
Stock Options has been recognised in Share Premium account in the respective years in
which the options were recognised.

e) Compensated absences

Provisions related to compensated absences for the un-availed privilege leave at the end
of each financial year has been provided for in the restated financial statements for the
financial years ended March 31, 2009 and 2008 as required under Accounting Standard
15 related to Employee Benefits. The provisions are based on the actuarial valuation
report provided by a registered Actuary. The provision was not earlier made in the audited
financial statements for years ended March 31, 2009 and 2008 and this adjustment has
been recorded in the financial statements of the respective years on the restatement.

f) Employee statutory dues

The employee statutory dues that were underprovided in the financial statements for the
years ended March 31, 2009 and 2008 has been provided in the respective restated
financial statements for such years based on the estimate of such liability.

(B) Income tax adjustments for earlier years

Short or excess provision of prior taxes provided in each of the accounting year has been adjusted
in the respective financial years for which the taxes were under provided. The above change to the
accounting policy has resulted in net deferred tax assets in the restated financial statements. A
major proportion of such deferred tax assets emanate from tax paid by the Company on its
collected revenue in the previous financial years. The deferred tax liabilities appearing in each of
the audited financial statements for the years ended March 31, 2009 and 2008 have been offset
with the deferred tax assets created as a consequence of the above changes and the net deferred tax
amount has been recognised in the restated financial statements for the years ended March 31,
2009 and 2008.

3. Material regroupings

Appropriate adjustments have been made in the restated unconsolidated summary statements of Assets
and Liabilities, Profits and Losses and Cash flows, wherever required, by reclassification of the
corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the
regroupings as per the audited financials of the Company for the nine months period ended December 31,
2012, prepared in accordance with revised Schedule VI, and the requirements of the Securities and
Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2009 (as amended).

4. Restatement adjustments made in the audited opening balance figure in the net surplus in the

205
 statement of profit and loss for fiscal 2008

Particulars Rs. in million

(A) Net Surplus in the statement of Profit and Loss as at April 1, 2007 as per 110.67
audited financial statements
Adjustments due to changes in accounting policies
Increase in Depreciation due to change in method from Written Down Value (WDV) 1.18
Method to Straight Line Method (SLM).(Refer Note 1(a))
Decrease in Profit on sale of asset due to change in the method of depreciation (0.53)
from Written Down Value (WDV) Method to Straight Line Method (SLM).
Other Adjustments
Decrease in revenues on account of revenue recognition on accrual basis as per (233.18)
Revenue Recognition policy mandated by AS-9 (Refer Note 2(A)(a))
Provision for Compensated Absences(Refer Note 2(A)(e)) (5.82)
Lease rent adjustment, for straight lining of leases as required by AS-19 - Accounting (2.39)
for Leases(Refer Note 2(A)(c))
Printing and publishing expenses restated due to change in the policy of recognizing (1.03)
printing and publishing expenses based on publishing dates(Refer Note 2(A)(b))
Employee stock options- Accounting treatment as per the guidance note issued by the (3.93)
Institute of Chartered Accountants of India.(Refer Note 2(A)(d))
Adjustment for other employee liabilities(Refer Note 2(A)(f)) (7.51)
(B) Total Adjustments (253.21)
(C) Tax (under-provisions)/over-provisions(Refer Note 2(B)) (2.73)
(D) Deferred Tax impact of adjustments 83.47
Net Surplus /(Deficit) in the statement of Profit and Loss as at April 1, 2007 (as (61.80)
restated)

5. Non – Adjusting Items

Audit qualifications for the respective periods, which do not require any corrective material adjustments
in the restated unconsolidated summary statements are as follows

A. Annexure to auditor’s report Financial year ended March 31, 2012

(v) Clause ix (a)

Undisputed statutory dues including provident fund, investor education and protection
fund, income-tax, sales tax, wealth-tax, service tax, customs duty, cess and other
material statutory dues applicable to it have generally been regularly deposited with the
appropriate authorities though there have been few delays in deposit of employees’ state
insurance (‘ESIC’) dues with the appropriate authorities and the delays in deposit have
not been serious.

(vi) Clause ix (b)

According to the information and explanations given to us, no undisputed amounts

payable in respect of provident fund, investor education and protection fund, income-
tax, sales tax, wealth tax, service tax, customs duty, cess and other undisputed statutory
dues were outstanding, at the year end, for a period of more than six months from the
date they became payable, except in case of ESIC, which has not been deposited till
date as per following table. The provisions relating to excise duty are not applicable to
the Company.

206
 Name of Nature Amount Period to Due Date of
the of the (Rs) which the Date Payment
statute dues amount
relates
ESIC Act ESIC 30,251,804 April 2005 to 21st of Not yet paid
March 2010 every (refer note 12 to
month Annexure IVC)

B. Annexure to auditor’s report Financial year ended March 31, 2011

(i) Clause i (b)

Fixed assets have been physically verified by the management during the year and
material discrepancies were identified on such verification. These have been properly
dealt with in the books of accounts.

(ii) Clause ix (a)

Undisputed statutory dues including provident fund, income-tax, sales tax, wealth-tax,
service tax, customs duty, cess and other material statutory dues applicable to it have
generally been regularly deposited with the appropriate authorities though in case of
employees’ state insurance (‘ESIC’) there were serious delays in a large number of
cases. The provisions relating to investor education and protection fund and excise duty
are not applicable to the Company.

Further, since the Central Government has till date not prescribed the amount of cess
payable under section 441A of the Act we are not in a position to comment upon the
regularity of otherwise of the company in depositing the same.

(vii) Clause ix (b)

According to the information and explanations given to us, no undisputed amounts

payable in respect of provident fund, income-tax, sales tax, wealth tax service tax,
customs duty, cess and other undisputed statutory dues were outstanding, at the year
end, for a period of more than six months from the date they became payable. The
provisions relating to investor Education and Protection Fund and excise duty are not
applicable to the Company. According to the information and explanations given to us,
undisputed dues in respect of ESIC which were outstanding, at the year end, for a
period of more than six months from the date they became payable, are as follows:

Name of Nature Amount Period to Due Date of

the of the (Rs) which the Date Payment
statute dues amount
relates
ESIC Act ESIC 30,251,804 April 2005 to 21st of Not yet paid
March 2010 every (refer note 12 to
month Annexure IVC)

C. Annexure to auditor’s report for the Financial year ended March 31, 2010

(i) Clause i (a)

The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets, except for certain furniture and fixture,
computers and plant and machinery, where the records are maintained for group of
similar assets and not for each individual asset.

207
 (ii) Clause i (b)

All fixed assets have not been physically verified by the management during the year
but there is a regular program of verification which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets. For the assets
physically verified by the management during the year, the Company is in process of
reconciling the assets physically verified with the books of accounts.

(iii) Clause vii

The Company has an internal audit system, the scope and coverage of which, in our
opinion requires to be enlarged to be commensurate with the size and nature of its
business.

(iv) Clause ix (a)

Undisputed statutory dues including provident fund, income-tax, wealth-tax, service tax
have generally been regularly deposited with the appropriate authorities though there
has been a slight delay in a few cases and in case of employees’ state insurance
(‘ESIC’) no payments have been made, as discussed in clause (ix)(b) below. The
provisions relating to Investor Education and Protection Fund, sales tax, customs duty,
excise duty and cess are not applicable to the Company.

Further, since the Central Government has till date not prescribed the amount of cess
payable under section 441A of the Act we are not in a position to comment upon the
regularity of otherwise of the Company in depositing the same.

(v) Clause ix (b)

According to the information and explanations given to us, no undisputed amounts

payable in respect of provident fund, income-tax, wealth tax service tax, and other
undisputed statutory dues were outstanding, at the year end, for a period of more than
six months from the date they became payable, except in case of ESIC, which has not
been deposited till date as per following table. The provisions relating to investor
Education and Protection Fund, sales tax, customs duty, excise duty and cess are not
applicable to the Company.

Name of Nature of Amount Period to which Due Date Date of

the statute the dues (Rs) the amount Payment
relates
ESIC Act ESIC 23,909,128 April 2005 to 21st of Not yet
March 2009 every paid
month
ESIC Act ESIC 4,018,678 April 2009 to 21st of Not yet
Sep 2009 every paid
month

6. Matters clarified by previous auditor

Audit report modifications for the respective periods by previous years auditor, which do not require any
corrective adjustments in the restated unconsolidated summary statements, based on clarification received
from previous auditor are as follows

A. Audit report modifications for the year ended March 31, 2009

In the audit reports for years March 31, 2009, the auditor had modified the report and included
certain comments as specified in the below paragraphs:

208
 Clause vi of the Audit Report for 2008-09 states that

“In our opinion and to the best of our information and according to the explanations given to us
and subject to the revenue recognition policy referred to in note-2 of schedule-Q, the said
accounts read with notes thereon and attached thereto, give the information required by the
Companies Act, 1956 in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India:

(a) In case of the Balance Sheet, of the state of affairs of the Company as at 31 st March,
2009 and

(b) In case of the Profit and Loss Account, of the profit for the year ended on that date, and

(c) In case of cash flow statement, of the cash flows for the year ended on that date.”

Note-2 of Schedule-Q mentioned in the above clause reads as follows:

2) Revenue Recognition

Revenue income and cost/expenditure are generally accounted on accrual basis as they
are earned or incurred. The Company analyses the different forms of tenor based
‘registration receipts’ and based on the costing required for services such as registration
and after considering such other commercial factors, recognizes the current year
revenue by deferring parts of its receipts on such parameters and policies of the
Company, as was done in the preceding financial year.

Company has analyzed the lead based contracts are materially one year contracts and
therefore as per company policy the receipts are accounted on receipt basis without any
deferment.

In case of revenue from ‘yellow pages’ publication, the Company recognizes the
revenue and expenses on receipt basis.”

The Company has sought a clarification from the auditor whether the said comments
are not qualificatory in nature. The previous auditor, vide his letter dated August 2,
2011 clarified as follows

“In the audit reports for years ended March 31, 2009, the above mentioned comment is
not qualificatory in nature rather trying to draw the attention to relevant Accounting
Polices to the Notes to Accounts since the company was introducing new type of listing
from time to time.”

Based on above clarification, no adjustments have been made for the said modifications
in the restated financial statements.

B. CARO clauses not commented upon by previous auditor

In the audit reports for years ended March 31, 2009 and 2008, the auditor had not commented on
the below paragraphs as required by the Companies (Auditors Report) Order, 2003, (‘CARO’):

(i)(c) If a substantial part of fixed assets have been disposed off during the year, whether it has
affected the going concern:

(vi) in case the Company has accepted deposits from the public, whether the directives
issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any
other relevant provisions of the Act and the rules framed there under, where applicable,
have been complied with. If not, the nature of contraventions should be stated; If an
order has been passed by Company Law Board or National Company Law Tribunal or

209
 Reserve Bank of India or any Court or any other Tribunal whether the same has been
complied with or not

(i) whether the Company has an internal audit system commensurate with its size and
nature of its business

The Company has sought a clarification from the auditor whether the said clauses, not reported
by him are qualificatory in nature. The previous auditor, vide his letter dated August 2, 2011
clarified as follows:

“These clauses are not qualified and were omitted inadvertently by us while reporting.”

210
ANNEXURE IVC: Notes to the restated unconsolidated summary statements of assets and liabilities, profits
and losses and cash flows for the nine months period ended December 31, 2012 and for the years ended
March 31, 2012, 2011, 2010, 2009 and 2008:

1. Background

Just Dial Limited (‘the Company’) was incorporated in India with limited liability on December 20, 1993
under the name A&M Communications Private Limited. The Company provides local search related
services to users in India through multiple platforms such as the internet, mobile internet, print, over the
telephone (voice) and text (SMS). The Company has however discontinued providing services through
print platform from financial year 2010-11 onwards.

At the extra–ordinary general meeting of the shareholders held on July 22, 2011, the shareholders
approved the conversion of the Company from Private limited Company to a Public limited Company,
and approved the change in the name of the Company from Just Dial Private Limited to Just Dial
Limited. The Company has received a certificate of change in name from the Registrar of Companies on
July 26, 2011.

2. Basis of preparation

The restated unconsolidated summary statement of assets and liabilities of the Company as at December
31, 2012, March 31, 2012, 2011, 2010, 2009 and 2008 and the related restated unconsolidated summary
statement of profits and losses and cash flows for the nine months period ended December 31, 2012, and
for the years ended March 31, 2012, 2011, 2010, 2009, and 2008 [herein collectively referred to as
(‘Restated unconsolidated summary statements’)] have been compiled by the management from the
Interim financial statements of the Company for the nine months period ended December 31, 2012 and
from the financial statements for the year ended March 31, 2012, 2011, 2010, 2009 and 2008.

The interim financial statements have been prepared in accordance with Accounting Standard 25 (AS 25)
on Interim Financial Reporting to comply in all material respects with the Accounting Standards notified
by Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the
Companies Act, 1956. The financial statements and interim financial statements have been prepared
under the historical cost convention on an accrual basis.

These restated unconsolidated summary statements have been prepared to comply in all material respects
with the requirements of Schedule II to Companies Act, 1956 (‘the Act’) and the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (‘the
Regulations’).

The accounting policies have been consistently applied by the Company and are consistent with those
used in the previous year except for changes in accounting policy explained in note 1 of Annexure IV B.

3. Statement of Significant Accounting Policies

3.1 Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of
operations during the reporting period/year. Although these estimates are based upon management’s best
knowledge of current events and actions, actual results could differ from these estimates.

3.2 Tangible fixed assets.

Fixed assets are stated at cost less accumulated depreciation. Cost comprises the purchase price and any
directly attributable cost of bringing the asset to its working condition for its intended use.

211
 Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the
future benefits from the existing asset beyond its previously assessed standard of performance. All other
expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of
replacing parts, are charged to the statement of profit and loss for the year during which such expenses
are incurred.

Gains or losses arising from derecognition of fixed assets are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and
loss when the asset is derecognised.

3.3 Depreciation on tangible fixed asset.

Depreciation is provided using the Straight Line Method as per the useful lives of the assets estimated by
the management, or at the rates prescribed under schedule XIV of the Companies Act, 1956 whichever is
higher as follows:

Particulars Estimated useful life Depreciation rates

(SLM) (%)
Buildings 20 Years 5.00
Plant and Machinery 6 Years 16.67
Computers 5 Years 20.00
Furniture and Fittings 7 Years 14.29
Motor Car 5 Years 20.00
Headsets 3 Years 33.33
Office Equipment 7 Years 14.29

Depreciation on assets purchased/sold during the period/year is proportionately charged. Individual assets
costing less than Rs. 5,000 are depreciated in full in the year of purchase. The lease hold improvements
are written off over the period of lease, ranging from 1 to 9 years, or useful life whichever is lower.

3.4 Impairment

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of
impairment based on internal/external factors. An impairment loss is recognised wherever the carrying
amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s
net selling price and value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre tax discount rate that reflects the current market assessments
of the time value of money and risk specific to the asset.

3.5 Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial
recognition, intangible assets are carried at cost, less accumulated amortisation.

Research and Development Cost

Research costs are expensed as incurred. Development expenditure incurred on an internally generated
intangible assets are is recognized as an intangible asset, when the Company can demonstrate all the
following:

(i) The technical feasibility of completing the intangible asset so that it will be available for use or
sale;

(ii) Its intention to complete the asset;

(iii) Its ability to use or sell the asset;

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(iv) That the asset will generate future economic benefits;

(v) The availability of adequate resources to complete the development and to use or sell the asset;
and

(vi) The ability to reliably measure the expenditure attributable to the intangible asset during its
development.

Intangible assets are amortised on a straight line basis over the estimated useful economic life. The
Company uses a rebuttable presumption that the useful life of an intangible asset will not exceed ten years
from the date when the asset is available for use. If the persuasive evidence exists to the affect that useful
life of an intangible asset exceeds ten years, the Company amortises the intangible asset over the best
estimate of its useful life. Such intangible assets and intangible assets not yet available for use are tested
for impairment annually, either individually or at the cash-generating unit level. All other intangible
assets are assessed for impairment whenever there is an indication that the intangible asset may be
impaired.

The carrying value of development costs is reviewed for impairment annually when the asset is not yet in
use, and otherwise when events or changes in circumstances indicate that the carrying value may not be
recoverable.

The amortisation period and the amortisation method are reviewed at least at each financial year end. If
the expected useful life of the asset is significantly different from previous estimates, the amortisation
period is changed accordingly. If there has been a significant change in the expected pattern of economic
benefits from the asset, the amortisation method is changed to reflect the changed pattern. Such changes
are accounted for in accordance with Accounting standard 5 Net Profit or Loss for the Period, Prior
Period Items and Changes in Accounting Policies.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between
the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of
profit and loss when the asset is derecognised.

A summary of amortisation policies applied to the Company’s intangible assets is as below:

Goodwill

Goodwill is amortised on a straight line basis over a period of five years. Carrying value of goodwill is
reviewed for impairment annually and otherwise when events or changes in circumstances indicate that
the goodwill may be impaired.

Software

Application software acquired by the Company which provide long term benefits to the Company are
capitalized at cost and amortised equally over a period of 5 years being the estimated useful life.

Website development costs

Website development costs are amortised on a straight line basis over a period of five years being the
estimated useful life.

Unique telephone numbers

Unique telephone numbers are amortised on a straight line basis over a period of five years being the
estimated useful life.

Application development costs

Application development cost capitalized are amortized on a straight line basis over the period of 3 years

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 being the estimated useful life of the asset

3.6 Leases

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the
leased items are classified as operating leases. Operating lease payments are recognised as an expense in
the statement of profit and loss on a straight line basis over the lease term.

3.7 Borrowing costs

Borrowing cost includes interest, amortisation of ancillary costs incurred in connection with the
arrangement of borrowings and exchange differences arising from foreign currency borrowings to the
extent they are regarded as an adjustment to the interest cost.

3.8 Investments

Investments that are readily realisable and intended to be held for not more than a year from the date on
which such investments are made, are classified as current investments. All other investments are
classified as non-current investments. On initial recognition, all investments are measured at cost. The
cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and
duties, as applicable.

Current investments are carried in the financial statements at lower of cost and fair value determined on
an individual investment basis. Non-Current investments are carried at cost. However, provision for
diminution in value is made to recognise a decline other than temporary, in the value of the investments.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is
charged or credited to the statement of profit and loss.

3.9 Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured.

3.9.1 Income from services

Sale of Search related services

Revenues from tenure based contracts are recognised pro-rata over the contract period.

Revenues from lead based contracts are recognised as per provision of leads to the customer.

Sale of Review and Rating Certification Services

Revenues from sale of review and rating certification services are recognised at the time of issuance of
the document to the customer.

Other Operating revenue

Other Operating revenue comprises revenue from reseller providing data collection services to the
Company.

Revenue from resellers constitutes a one-time registration fee and an annual fee. The one-time
registration fee is recognised when the contract with reseller is entered into and the annual fee is
recognised on a prorata basis over the period of the contract.

3.9.2 Interest

Revenue is recognised on a time proportion basis taking into account the amount outstanding and the rate

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 applicable.

3.9.3 Dividends

Revenue is recognised when the shareholders’ right to receive payment is established by the balance sheet
date.

3.9.4 Service charges

Revenue from service charges is recognised upon rendering of services.

3.10 Foreign currency translation

3.10.1 Initial recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency
amount the exchange rate between the reporting currency and the foreign currency at the date of the
transaction.

3.10.2 Conversion

Foreign currency monetary items are reported using the closing rate. Non-monetary items which are
carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate
at the date of the transaction.

3.10.3 Exchange differences

Exchange differences arising on the settlement of monetary items or on reporting such monetary items of
Company at rates different from those at which they were initially recorded during the period/year, or
reported in previous financial statements, are recognised as income or as expenses in the period/year in
which they arise.

3.11 Retirement and other employee benefits

Retirement benefit in the form of Provident Fund is a defined contribution scheme and the contributions
are charged to the statement of profit and loss of the period/year when the contributions to the
Government of India are due. There are no other obligations other than the contribution payable to the
Government of India.

Gratuity liability are defined benefit obligations and are provided for on the basis of an actuarial valuation
on projected unit credit method made at the end of each financial year/period.

Accumulated leave, which is expected to be utilised within the next 12 months, is treated as short-term
employee benefit. The Company measures the expected cost of such absences as the additional amount
that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-
term employee benefit for measurement purposes. Such long-term compensated absences are provided for
based on the actuarial valuation using the projected unit credit method at the year-end. Actuarial
gains/losses are immediately taken to the statement of profit and loss and are not deferred. The Company
presents the entire leave as a current liability in the balance sheet, since it does not have an unconditional
right to defer its settlement for 12 months after the reporting date.

Actuarial gains/losses are immediately taken to the statement of profit and loss are not deferred.

3.12 Income taxes

Tax expense comprises of current and deferred tax. Current income tax is measured at the amount

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 expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India.
Deferred income taxes reflects the impact of current year timing differences between taxable income and
accounting income for the year/period and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the
balance sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right
exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax
liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are
recognised only to the extent that there is reasonable certainty that sufficient future taxable income will
be available against which such deferred tax assets can be realised. In situations where the Company has
unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is
virtual certainty supported by convincing evidence that they can be realised against future taxable profits.

At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises
unrecognised deferred tax assets to the extent that it has become reasonably certain or virtually certain, as
the case may be that sufficient future taxable income will be available against which such deferred tax
assets can be realised.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company
writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably
certain or virtually certain, as the case may be, that sufficient future taxable income will be available
against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it
becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income
will be available.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off
current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the
same taxable entity and the same taxation authority.

3.13 Employee stock compensation cost

In accordance with the Guidance Note on Accounting for Employee Share-based Payments, the cost of
equity-settled transactions is measured using the intrinsic value method and recognised, together with a
corresponding increase in the “Stock options outstanding account” in reserves. The cumulative expense
recognised for equity settled transactions at each reporting date until the vesting date reflects the extent to
which the vesting period has expired and the Company’s best estimate of the number of equity
instruments that will ultimately vest. The expense or credit recognised in the statement of profit and loss
for a period represents the movement in cumulative expense recognised as at the beginning and end of
that period and is recognised in employee benefits expense.

3.14 Segment reporting policies

The Company’s activities are currently carried out in India and all the services provided by the Company
fall in a single business segment.

As there are no separate reportable primary and secondary segments, the disclosures required by
Accounting Standard 17 - Segment reporting have not been provided in these financial statements.

3.15 Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period/year attributable to
equity shareholders (after deducting preference dividends and related attributable taxes) by the weighted
average number of equity shares outstanding during the period/year end. The weighted average number of
equity shares outstanding during the period/year is adjusted for events of bonus issue.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period/year
attributable to equity shareholders and the weighted average number of shares outstanding during the

216
 period/year are adjusted for the effects of all dilutive potential equity shares.

3.16 Provisions

A provision is recognised when an enterprise has a present obligation as a result of past event; it is
probable that an outflow of resources will be required to settle the obligation, in respect of which a
reliable estimate can be made. Provisions are not discounted to its present value and are determined based
on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each
balance sheet date and adjusted to reflect the current best estimates.

3.17 Contingent liabilities.

A contingent liability is a possible obligation that arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control
of the Company or a present obligation that is not recognised because it is not probable that an outflow of
resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases
where there is a liability that cannot be recognised because it cannot be measured reliably. The Company
does not recognise a contingent liability but discloses its existence in the financial statements.

3.18 Cash and cash equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and
short-term investments with an original maturity of three months or less.

4. Investment in subsidiaries and sale of subsidiary

The Company had invested in Just Dial Inc., a wholly owned subsidiary Company till July 21, 2011, and
the balance outstanding on investments are Rs. Nil for the nine months period ended December 31, 2012
and Rs. Nil, Rs.22.51 million, Rs. 22.51 million, Rs. 13.69 million and Rs.13.69 million for the years
ended March 31, 2012, 2011, 2010, 2009 and 2008 respectively.

The Company had given loans to Just Dial Inc. and the balance outstanding are Rs. Nil for the nine
months period ended December 31, 2012 and Rs. Nil, Rs.34.07 million, Rs. [Link], Rs. 4.28 million
and Rs. 0.60 million for the years ended March 31, 2012, 2011, 2010, 2009 and 2008 respectively.

During the year ended March 31, 2012, the Company sold the shares of Just Dial Inc. to Just Dial Global
Private Limited (‘JD Global’) for a consideration of Rs. 22.03 million, reporting a loss of Rs.0.48 million.

The Company did not have any subsidiaries as at and for the nine months period ended December 31,
2012.

5. Details of preference shares issued during the year ended March 31, 2012 and 2008.

5.1 Issued subscribed and fully paid 34,169 6% Cumulative redeemable optionally convertible preference
shares (Series A) of face value Rs.10 per share for a price of Rs.4, 594.94 per share on June 22, 2007.

5.2 Issued subscribed and fully paid 8,713 6% Cumulative redeemable optionally convertible preference
shares (Series A) of face value Rs.10 per share for a price of Rs.4, 606.99 per share on July 3, 2007.

5.3 .Issued subscribed and fully paid 1,798 6% Cumulative redeemable optionally convertible preference
shares (Series A) of face value Rs.10 per share for a price of Rs.4, 606.99 per share on July 3, 2007.

5.4 Issued subscribed and fully paid 1, 0.1% Non-cumulative redeemable optionally convertible preference
share (Series B) of face value Rs.10 per share for a price of Rs.10 per share on July 3, 2007.

5.5 Issued subscribed and fully paid 968,060, 6% Non-cumulative redeemable compulsorily convertible
preference shares (Series C) of face value of Rs.10 per share for a price of Rs.344.88 per share on May

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 31, 2011.

6. Capital Commitments

Estimated amounts of contracts to be executed on capital account and not provided for in the accounts of
the Company, net of advances, is Rs.22.73 million as at December 31, 2012, Rs.38.98 million as at March
31, 2012, Rs.19.87 million as at March 31, 2011, Rs.8.64 million as at March 31, 2010, Rs. Nil as at
March 31, 2009 and Rs Nil as at March 31, 2008.

7. Employee benefits

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more
of service gets a gratuity on departure 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 summarize the components of net gratuity benefit expense recognised in the
statement of profit and loss and the funded status and amounts recognised in the balance sheet for the
gratuity plans.

Statement of Profit and Loss.

Net employee benefit expenses (recognised in employee cost)

Rs. in million

Particulars Nine months Year ended

period ended March March March March March
December 31, 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
2012
Current service cost 6.35 7.27 5.13 3.79 1.94 2.79
Interest cost on 2.68 2.19 1.08 0.77 0.49 0.74
benefit obligation
Expected return on (2.65) (2.33) (1.68) (1.08) (0.70) (0.48)
plan assets
Net actuarial (gain) / 5.89 9.84 1.67 0.24 1.64 (1.02)
loss recognised in the
period/year
Net Benefit expense 12.27 16.97 6.20 3.72 3.37 2.03
Actual Return on 2.66 2.62 1.68 1.08 0.70 0.48
Plan Assets

Balance sheet

Details of Provision for Gratuity

Rs. in million
Particulars As at
December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Defined benefit 51.19 38.59 20.49 13.55 9.67 6.11
obligation
Fair value of plan 41.34 41.01 29.10 16.49 7.76 6.80
assets
Plan (9.85) 2.42 8.61 2.94 (1.91) 0.69
asset/(liability)

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Changes in the present value of the defined benefit obligation are as follows:

Rs. in million
Particulars As at
December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Opening defined 38.59 20.49 13.55 9.67 6.11 4.10
benefit obligation
Interest cost 2.68 2.19 1.08 0.77 0.49 0.74
Current service cost 6.35 7.27 5.13 3.79 1.94 2.79
Less: benefits paid (2.33) (1.49) (0.94) (0.92) (0.51) (0.50)
Actuarial (gains) / 5.90 10.13 1.67 0.24 1.64 (1.02)
losses on obligation
Closing defined 51.19 38.59 20.49 13.55 9.67 6.11
benefit obligation

Changes in the fair value of the defined benefit obligation are as follows:

Rs. in million
Particulars As at
December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Opening fair value 41.01 29.10 16.49 7.76 6.80 5.59
of plan assets
Expected return 2.65 2.33 1.68 1.08 0.70 0.48
Contributions by - 10.78 11.87 8.57 - 2.85
employer
Less: benefits paid (2.33) (1.49) (0.94) (0.92) (0.51) (0.50)
Less: Actuarial 0.01 0.29 - - 0.77 (1.62)
gains/(losses)
Closing fair value 41.34 41.01 29.10 16.49 7.76 6.80
of plan assets

The Company expects to contribute approximately an additional Rs 8,000,000 [Link] 8 million to gratuity
in the year ended March 31, 2013.

The major categories of plan assets as a percentage of the fair value of total plan assets are as
follows:

Particulars Nine months period Year ended

ended December 31, March March March March March
2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
(%) (%) (%) (%) (%) (%)
Investments 100 100 100 100 100 100
with insurer

The overall expected rate of return on assets is determined based on the market prices prevailing on the
date, applicable to the period over which the obligation is to be settled.

The principal assumptions used in determining gratuity for the Company’s plans are shown below:

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 Particulars Nine months Year ended
period ended March 31, March 31, March 31, March 31, March 31,
December 31, 2012 2011 2010 2009 2008
2012
Discount 7.90% 8.35% 8.00% 8.00% 8.00% 8.00%
Rate
Salary 7.00% 7.00% 5.00% 5.00% 5.00% 7.00%
Escalation
Withdrawal 0% -57% 0% -57% 1-3 % 1-3% 1-3% 1-3%
Rate depending on depending depending depending depending depending
age and on on age on age on age on age
designation age and
designation

The estimates of future salary increases, considered in actuarial valuation, take account of inflation,
seniority, promotion and other relevant factors, such as supply and demand in the employment market.

Experience adjustments:

Amounts for the current period and previous five years are as follows:

Rs. in million
Particulars Nine months Year ended
period ended March March March March March
December 31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Defined benefit 51.19 38.59 20.49 13.55 9.67 6.11
obligation
Plan assets 41.34 41.01 29.10 16.49 7.76 6.80
Surplus/ (deficit) (9.85) 2.42 8.61 2.94 (1.91) 0.69
Experience 4.67 1.65 1.67 0.24 1.64 (0.98)
adjustment on plan
liabilities
Experience 0.01 0.29 - - - (0.02)
adjustment on plan
assets

8. Operating lease

Office premises are obtained on operating lease. The lease rent is payable as per the terms of the lease
agreements. The lease terms are different for each of the leases and the maximum lease term ranging
from 1 year to 9 years. Some of the leases are renewable for further 5 years at the option of the Company.
There are escalation clauses in the lease agreement for which rent is provided on straight lining basis.
There is a lock in period of minimum 3 years in some lease agreements. There are no subleases.

Details of lease payments during the period and future commitments on non-cancellable operating leases
are as follows.

Rs. in million

Particulars As at
December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Lease payments for the 113.70 119.44 90.68 70.51 40.84 34.32
period/year

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 Particulars As at
December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Minimum Lease
Payments :
Not later than one year 159.02 127.14 103.34 69.36 27.88 32.29
Later than one year but 425.00 363.65 327.07 237.06 73.96 29.67
not later than five
years
Later than five years 132.76 87.89 119.07 113.92 25.64 6.05

9. Deferred tax assets/ (liabilities)

Components of Deferred tax assets/ (liabilities) are as follows:

Rs. in million
Timing difference on account As at
of December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Deferred tax assets
Expenditure debited to 23.67 17.87 16.73 14.71 9.20 7.03
statement of profit and loss in
the respective years but
allowable in tax returns in
subsequent years
Revenue taxed on receipt basis - - 1.17 4.38 129.16 115.00
Preliminary expense 0.95 1.26 1.69 - - -
Carried forward losses - - - 20.48 - -
Gross deferred tax assets (A) 24.62 19.13 19.59 39.57 138.36 122.03
Deferred tax liability
Difference between tax (26.46) (9.99) (7.16) (11.68) (11.49) (8.81)
depreciation and book
depreciation
Gross deferred tax liabilities (26.46) (9.99) (7.16) (11.68) (11.49) (8.81)
(B)
Net deferred tax assets/ (1.84) 9.14 12.43 27.89 126.87 113.22
(liabilities) (A+B)

10. Earnings per share (‘EPS’)

The calculations of earnings per share are based on the net profit and number of shares as computed
below:
Rs. in million (except EPS in Rs.)
Particulars Nine months Year ended
period ended March 31, March 31, March 31, March 31, March 31,
December 2012 2011 2010 2009 2008
31, 2012
Net profit as 470.78 505.81 288.25 193.25 75.41 20.89
per statement
of profit and
loss as restated
Less: - 42.01 43.16 52.81 52.81 49.21
Dividends on
convertible
preference
shares & tax

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 Particulars Nine months Year ended
period ended March 31, March 31, March 31, March 31, March 31,
December 2012 2011 2010 2009 2008
31, 2012
thereon
Net profit for 470.78 463.80 245.09 140.44 22.60 (28.32)
calculation of
basic EPS
Weighted 65,507,085 51,907,807 51,591,690 47,948,208 47,948,208 47,948,208
number of
equity shares
for calculating
basic EPS
Basic EPS 7.19 8.93 4.75 2.93 0.47 (0.59)
Weighted 68,313,310 64,980,754 62,731,629 47,960,764 47,954,195 -
number of
equity shares
for calculating
diluted EPS
Diluted EPS 6.89 7.78 4.60 2.93 0.47 (0.59)

Note: The Company has Nil (2011-12: 195,565, 2010-11: 195,565, 2009-10: 252,486, 2008-09: 252,486,
2007-08: 252,486) 6% cumulative convertible preference shares, Nil (2011-12: 1, 2010-11: 1, 2009-10: 1,
2008-09: 1 and 2007-08: 1) 0.1% non-cumulative convertible preference shares and Nil (2011-12:
968,060, 2010-11: Nil, 2009-10: Nil, 2008-09 Nil, and 2007-08: Nil) 6% non-cumulative compulsorily
convertible preference shares outstanding as at December 31, 2012. However, this has not been
considered for diluted EPS for the years ended March 31, 2010, 2009 and 2008 as they are anti-dilutive in
nature. ESOP issued to employees has not been considered for diluted EPS for the years ended March 31,
2008 as they are anti-dilutive in nature.

11. Details of dues to Micro and Small Enterprises as per MSMED Act, 2006.

The Company does not have suppliers who are registered as micro or small enterprise under the Micro,
Small and Medium Enterprises Development Act, 2006 as at December 31, 2012, March 31, 2012, 2011,
2010, 2009 and 2008. The information regarding micro or small enterprises has been determined on the
basis of information available with the management.

12. Provision for employee related liability

In January 2011, the Company received a show cause notice for the applicability of Employees State
Insurance Corporation Act (ESIC), subsequent to which an assessment order was issued by the ESIC
authorities, whereby liability of Rs. 6.53 million was assessed up to September 2010. The order, however,
states that it is issued without prejudice to ESIC’s right to inspect the records of the said period and
determine the contributions on the basis of the said inspection. The Company has filed application against
this order in the Employees' Insurance Court, Mumbai claiming the provisions of ESIC are not applicable
to it.

The Company has recorded the ESIC provision of Rs 32.13 million during the year ended March 31,
2010 pertaining to previous five years ended March 31, 2010. The Company has deposited the amount of
Rs. 4.47 million (Rs 1.87 million pertaining to period upto March 31, 2010) under protest. The Company
continues to maintain a provision for ESIC of Rs 30.25 million as at December 31, 2012, March 31, 2012
and March 31, 2011 based on estimates and as per the provisions of the ESIC Act.

13. Employee stock option plans:

1. The Company has provided various share-based payment schemes to its employees. During the nine

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months period ended December 31, 2012 and for the last five years ended March 31, 2012, 2011, 2010,
2009 and 2008 the following schemes were in operation:

Pool Date Date of Board/ Number of Vesting Vesting Conditions

of Shareholders’ options Year
grant Approval granted
ESOP Pool 29- 15-Mar-07 9,400 4 Years 25% vests every year from
Scheme 1 Mar- the grant date subject to
2007 07 continuance of services
ESOP Pool 31- 19-Jan-09 11,170 4 Years 10%, 20%, 30% & 40%
Scheme 2 Jan-09 vests in each of the first 4
2008 years from the date of the
grant subject to
continuance of services
Pool 31- 27-Jan-10 400 4 years 10%, 20%, 30% & 40%
3 Jan-10 vests in each of the first 4
years from the date of the
grant subject to
continuance of services
Pool 25- 22-Mar-10 6,975 1 Year 100% vests immediately
4 Mar-
10
Pool 30- 24-Apr-10 82,936 4 Years 25% vests every year from
ESOP 5 Apr- the grant date subject to
Scheme 10 continuance of services
2010 Pool 27- 27-Jul-10 640,727 4 Years 10%, 20%, 30% & 40%
6 Jul-10 vests in each of the first 4
years from the date of the
grant subject to
continuance of services
Pool 31- 20-Oct-10 155,176 4 Years 10%, 20%, 30% & 40%
6 Oct-10 vests in each of the first 4
years from the date of the
grant subject to
continuance of services
Pool 1-Dec- 1-Dec-10 138,525 4 Years 10%, 20%, 30% & 40%
6 10 vests in each of the first 4
years from the date of the
grant subject to
continuance of services
Pool 25- 25-Mar-11 10,311 4 Years 10%, 20%, 30% & 40%
6 Mar- vests in each of the first 4
11 years from the date of the
grant subject to
continuance of services

a) The details of activity under Pool 1 of ESOP scheme 2007 with weighted average exercise price
of Rs.10 have been summarised below:

Particulars Number of options

December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Outstanding at the - - 5,648 6,023 6,623 7,073
beginning of the
period/year

223
 Particulars Number of options
December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Forfeited during the - - - 375 600 450
period/year
Exercised during the - - 5,648 - - -
period/year
Outstanding at the - - - 5,648 6,023 6,623
end of the
period/year
Exercisable at the end - - - 5,648 3,673 1,927
of the
period/year
Weighted average - - - 3 4 5
remaining contractual
life (in years)
Weighted average fair - - 1,693 1,693 1,693 1,693
value of options
granted on the date of
grant

b) The details of activity under Pool 2 of ESOP Scheme 2008 with weighted average exercise price
of Rs 4,595 have been summarised below:

Particulars Number of Options

December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Outstanding at the 11,170 11,170 11,170 11,170 - -
beginning of the
period/year
Granted during the - - - - 11,170 -
period/year
Exercised during the 6,702 - - - - -
period/year
Outstanding at the 4,468 11,170 11.170 11,170 11,170 -
end of the period/year
Exercisable at the end - 6,702 3,351 1,117 - -
of the period/year
Weighted average 3 4 5 6 7 -
remaining contractual
life (in years)
Weighted average fair 48 48 48 48 48 -
value of options
granted on the date of
grant

c) The details of activity under Pool 3 of ESOP Scheme 2008 with weighted average exercise price
of Rs 4,500 have been summarised below:

Particulars Number of options

December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Outstanding at the 400 400 400 - - -
beginning of the
period/year

224
 Particulars Number of options
December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Granted during the - - - 400 - -
period/year
Forfeited during the 280 - - - - -
period/year
Exercised during the 120 - - - - -
period/year
Outstanding at the - 400 400 400 - -
end of the period/year
Exercisable at the end - 120 40 - - -
of the period/year
Weighted average - 5 6 7 - -
remaining contractual
life (in years)
Weighted average fair 531 531 531 531 - -
value of options
granted on the date of
grant

d) The details of activity under Pool 4 of ESOP Scheme 2008 with weighted average exercise price
of Rs.10 have been summarised below:

Particulars Number of options

December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Outstanding at the - - 6,975 - - -
beginning of the
period/year
Granted during the - - - 6,975 - -
period/year
Exercised during - - 6,975 - - -
the period/year
Outstanding at the - - - 6,975 - -
end of the
period/year
Exercisable at the - - - 6,975 - -
end of the
period/year
Weighted average - - 2,094 2,094 - -
fair value of
options granted

e) The details of activity under Pool 5 of ESOP Scheme 2010 with weighted average exercise price
of Rs.80 have been summarised below:

Particulars Number of options

December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Outstanding at the 80,136 82,936 - - - -
beginning of the
period/year
Granted during the - - 82,936 - - -
period/year

225
 Particulars Number of options
December March March March March March
31, 2012 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
Exercised during the 28,303 2800 - - - -
period/year
Outstanding at the 51,833 80,136 82,936 - - -
end of the
period/year
Exercisable at the 10,365 17,934 - - - -
end of the
period/year
Weighted average 5 6 7 - - -
remaining
contractual life (in
years)
Weighted average 37 37 37 - - -
fair value of options
granted

f) The details of activity under Pool 6 of ESOP Scheme 2010 with weighted average exercise price
of Rs.69 have been summarised below:

Particulars Number of options

December March March March March March
31, 2012 31, 2012 31, 2011 31, 31, 31,
2010 2009 2008
Outstanding at the 155,176 155,176 - - - -
beginning of the
period/year with
exercise price of
Rs.10.
Outstanding at the 789,563 789,563 - - - -
beginning of the
period/year with
exercise price of
Rs.80.
Forfeited during the - - - - - -
period/year with
exercise price of
Rs.10.
Forfeited during the 68,756 - - - - -
period/year with
exercise price of
Rs.80.
Granted during the - - 155,176 - - -
period/year with
exercise price of
Rs.10.
Granted during the - - 789,563 - - -
period/year with
exercise price of
Rs.80.
Exercised during the 15,518 - - - - -
period/year with
exercise price of

226
 Particulars Number of options
December March March March March March
31, 2012 31, 2012 31, 2011 31, 31, 31,
2010 2009 2008
Rs.10.
Exercised during the 54,052 - - - - -
period/year with
exercise price of
Rs.80.
Outstanding at the 139,658 155,176 155,176 - - -
end of the period/year
with an exercise price
of Rs.10
Outstanding at the 666,755 789,563 789,563 - - -
end of the period/year
with an exercise price
of Rs.80
Exercisable at the end 31,035 15,518 - - - -
of the period/year
with an exercise price
of Rs.10
Exercisable at the end 160,166 78,956 - - - -
of the period/year
with an exercise price
of Rs.80
Weighted average 5 6 7 - - -
remaining contractual
life (in years)
Weighted average fair 44 44 44 - - -
value of options
granted

2. Effect of the employee share-based payment plans on the statement of profit and loss and on its financial
position:

Rs. in million
Particulars Nine months Year ended
period ended March March March March March
December 31, 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
2012
Total employee 3.19 5.60 3.24 13.97 2.55 6.14
compensation cost
pertaining to share based
payment plans (all equity
settled)
Employee compensation (1.58) (0.01) (22.67) - - -
cost transferred to Share
Premium in the respective
period/years
Liability for employee 10.44 8.83 3.24 22.67 8.69 6.14
stock option outstanding as
at year end

3. Impact on the reported net profit and earnings per share by applying the fair value based method

227
 As per guidance note on ‘Accounting for Employees Share Based Payments’ issued by the Institute of
Chartered Accountants of India, the Proforma disclosures of the impact of the fair value method of
accounting of employee stock compensation accounting in the financial statements on the reported net
profit and earnings per share would be as follows:

Rs. in million (except EPS in Rs.)

Particulars Nine months Year ended
period ended March March March March March
December 31, 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008
2012
Profit as per 470.78 505.81 288.25 193.25 75.41 20.89
unconsolidated restated
financials
Less: Dividends on - 42.01