Squire Patton Boggs (US) LLP Aaron A. Seamon

July 23, 2020Page 3c)Squire Patton Boggs (US) LLPPrior to making investments in India, every foreign portfolio institutional investor is requiredto register itself with SEBI and obtain a SEBI registration number. The application formprescribed by SEBI for registration of foreign portfolio institutional investors requires it tospecify its country of residence or incorporation, establishment or registration. The Companysubmits that the SEBI registration number includes a code indicating the foreign portfolioinstitutional investor’s country of residence or incorporation, establishment or registration,which is publicly available and is recorded with the name of the foreign portfolio institutionalinvestor in the shareholder records maintained by depositories. Under Regulation 31 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015, as amended, the Company is required to submit a breakdown of its holdersof Shares by category, including the percentage of Shares held by foreign portfolio institutionalinvestors, to the Indian Stock Exchanges on a quarterly basis. This information is publiclydisclosed on the website of the Company and on the websites of the Indian Stock Exchangesand is compiled by the Company’s registrar and transfer agent, KFin Technologies PrivateLimited (formerly known as Karvy Fintech Private Limited, the “Transfer Agent”) on thebasis of beneficial shareholding positions provided by the depositories.d) As of May 22, 2020, U.S. holders did not hold more than 40% of the Shares that are the subjectof the Issuer Tender Offer, as determined pursuant to Instruction 2 to Exchange Act Rule 14d1(d) (“Instruction 2”). The Company has calculated the level of U.S. ownership of theCompany in accordance with Instruction 2 to Exchange Act Rule 14d-1(d). To ascertain theholders of Shares resident in the U.S. as provided under Exchange Act Rule 12g3-2(a) andExchange Act Rule 12g5-1, the Company has made inquiries (as explained below) with theTransfer Agent and the depositories to “look through” the shareholding of custodians, brokersand other nominees located in the U.S., India and other jurisdictions to ascertain the amount ofShares held by beneficial holders of Shares resident in the U.S. According to the Company’sshareholders list dated as of May 22, 2020 (the “Shareholders List”), the Company had64,903,692 Shares outstanding (which excludes 2,916,796 employee stock options granted bythe Company to its employees pursuant to various stock option plans of the Company but werepending exercise) (the “Undiluted Share Capital”). As of May 22, 2020, the Company’scontrolling shareholders, together with their affiliates, held a total of 21,701,399 Shares(amounting to approximately 33.44% of the Undiluted Share Capital). The Company’scontrolling shareholders and their affiliates are Indian residents who are not U.S. persons. Areview of the individual shareholders listed on the Company’s Shareholders Lists revealed atotal of 37,371 Shares held by individuals with U.S. addresses (amounting to 0.06% of theUndiluted Share Capital) and the Company has assumed such holders to be U.S. holders withinthe meaning of Instruction 2. The Shareholders List also disclosed one individual shareholder,who was resident outside India; however, the exact country of residence of the shareholder wasnot ascertainable. Hence, the Company has assumed such holder to be a U.S. holder. Thisindividual shareholder held 250 Shares amounting to approximately 0.0004% of the UndilutedShare Capital. The Transfer Agent has also provided the Company and the Manager with detailsof the beneficial shareholders, including the number of Shares held by beneficial shareholdersresident in India and the identities and number of Shares held by each of the beneficialshareholders designated as foreign portfolio institutional investors. The Company and theManager have reviewed the country of residence indicated in the relevant foreign portfolioinstitutional investor’s registration number to determine that, as of May 22, 2020, U.S. portfolioinstitutional investors held 8,980,053 Shares amounting to 13.84% of the Undiluted ShareCapital while non-U.S. portfolio institutional investors held 17,226,609 Shares amounting to26.54% of the Undiluted Share Capital. Aggregating the shareholding percentages of U.S.individual and U.S. portfolio institutional shareholders (based on the ownership analysisand on the assumption regarding ownership as described above), the Company estimatesthat the ownership of Shares by U.S. residents as of May 22, 2020 was an aggregate of9,017,674 Shares (or 13.89% of the Undiluted Share Capital).010-9097-3337/1/AMERICAS

July 23, 2020Page 4Squire Patton Boggs (US) LLPe)The Company is also a foreign private issuer, as defined in the Exchange Act Rule 3b-4, andmeets all other conditions of Exchange Act Rule 14d-1(d)(1). In addition, the Company willcomply with all applicable U.S. federal securities laws other than those for which an exemptionhas been provided. Accordingly, the Company is proceeding on the basis that the Issuer TenderOffer is eligible for the “Tier II” exemption under Exchange Act Rule 14d-1(d).II.Discussiona)As the Staff knows, Rule 14e-1(a) provides that a tender offer must remain open for a minimumof 20 business days. By contrast, Regulation 9(vi) of the Buy-Back Regulations requires thatan issuer tender offer shall remain open for a fixed period of 10 working days. Moreover,Regulation 9(vi) of the Buy-Back Regulations does not allow any reduction or increase of thefixed 10 working days period.b)If exemptive relief is granted under Rule 14e-1(a), the Issuer Tender Offer will comply with allExchange Act requirements applicable to a tender offer eligible (other than those for which anexemption has been provided) under the Tier II exemption. In 2012, SEBI reduced the periodfor which an issuer tender offer must be held open from 15 – 30 days to a fixed period of 10working days.2 Now, under Regulation 9(vi) of the Buy-Back Regulations, the Issuer TenderOffer must remain open for public shareholders to accept and tender for a fixed period of 10working days (“Tendering Period”) which cannot be reduced or increased.c)Pursuant to Regulation 28 of the Buy-Back Regulations (“Regulation 28”), SEBI has the powerto relax the strict enforcement of the requirements prescribed under the Buy-Back Regulations,if such requirement is procedural in nature or may cause undue hardship to investors. In theissuer tender offer undertaken by the Company in 2018, the Company had submitted anapplication dated September 26, 2018 to SEBI seeking exemption from strict enforcement ofthe 10 working days fixed period as specified under Regulation 9(vi) of the Buy-BackRegulations (the “SEBI Exemption Letter”). Pursuant to SEBI’s discussions with themanager, SEBI stated it would not be in a position to grant the exemption requested. The SEBIExemption Letter was accordingly withdrawn. The Company’s Indian counsel has advised thatthere is no reason to believe that this position has changed. Indian counsel has also confirmedthat, apart from Regulation 28, SEBI does not have the authority to grant any proceduralexemptions and there is no legal process under the Buy-Back Regulations that would eitherenable or empower SEBI to grant, reject or react to an application for an exemption notcontemplated by the Buy-Back Regulations. Further, to the best of the knowledge of theCompany’s Indian counsel, based on publicly available information and their transactionalexperience, SEBI has not granted an exemption from the Tendering Period requirement so asto permit a tender offer to be open for 20 business days in compliance with Rule 14e-1(a) underthe Exchange Act. Notably, Indian counsel is unaware of any instance in recent years whereSEBI has granted any procedural exemption in relation to any aspect of the buyback process asset out under the Buy-Back Regulations. While a request for such an exemption from SEBI hasnot been made with respect to the Issuer Tender Offer, based on the fact that SEBI haspreviously stated that it lacks the authority to grant such an exemption, and has not granted suchan exemption in response to previous requests and has not granted any procedural exemptionsin recent years in relation to any aspect of the buyback process as set out under the Buy-BackRegulations, the Company has no reason to expect that SEBI would grant an exemption inconnection with the Issuer Tender Offer if one were requested.d)The Staff has previously issued exemptive relief relating to Rule 14e-1(a) in the case of Indiantender offers. Other instances include: Adani Ports and Special Economic Zone Limited2The amendment was pursuant to the Securities and Exchange Board of India (Buy-back of Securities) (Amendment)Regulations, 2012 which came into effect in February 7, 2012.010-9097-3337/1/AMERICAS

July 23, 2020Page 5Squire Patton Boggs (US) LLP(available August 1, 2019), Hulst B. V. (available June 13, 2019), Indian Energy ExchangeLimited (available March 1, 2019), KPIT Technologies Limited (available June 27, 2019), JustDial Limited (available November 30, 2018), Mphasis Limited (available November 5, 2018),Redington (India) Limited (available October 16, 2018), HCL Technologies Limited (availableSeptember 4, 2018), Mphasis Limited (available April 7, 2017), Sun Pharmaceutical IndustriesLimited (available July 19, 2016), Marble II Pte. Ltd (available June 28, 2016), Patni ComputerSystems Limited (available February 9, 2011) and Satyam Computer Services Limited (availableApril 28, 2009).e)Further, in accordance with Section 68(5) of the Companies Act, 2013, as amended, read withRegulation 4(iv)(a) and Regulation 9(viii) of the Buy-Back Regulations and Regulation4(2)(c)(i) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, as amended, the Issuer Tender Offer has to be made to allshareholders of the Company (as of the record date notified by the Company) and has to bemade on equal terms.f)In view of paragraph (e) above, U.S. holders of the Shares cannot be excluded from the IssuerTender Offer or be offered different terms from those offered to non-U.S. holders, includingwith respect to the fixed period of 10 working days for which the Issuer Tender Offer must beopen under the Buy-Back Regulations.g)As the Company is required to provide all holders of Shares with the opportunity to participatein the Issuer Tender Offer on equal terms, the Company intends to structure the Issuer TenderOffer as a single worldwide tender offer, including the United States. On April 30, 2020, theCompany’s board of directors approved the Issuer Tender Offer for cash of up to Rs. 2,200million with a maximum price of Rs. 700 per Share, representing a 100.83% premium on theclosing price of the Shares on the BSE Limited (being Rs. 348.55), and a 100.77% premium onthe closing price of the Shares on the National Stock Exchange of India Limited (being Rs.348.65) immediately prior to the date when the board of directors’ meeting regarding theproposed Issuer Tender Offer was communicated to the Indian Stock Exchanges. The Companyhas fixed the Issuer Tender Offer for up to 4.84% of the total equity Shares at a price of Rs. 700per Share, which the Company undertakes not to change (whether as to price or percentage ofShares sought). The price of Rs. 700 per Share for the Issuer Tender Offer was determined afterconsidering various factors, including the volume weighted average prices or closing prices ofthe Shares on the Indian Stock Exchanges where the Shares are listed and traded, the net worthof the Company and the impact of the Issuer Tender Offer on the earnings per Share.h)On May 24, 2020, the Company disseminated the Notice to all holders of Shares seekingapproval of the shareholders, including holders of Shares in the U.S., to seek the requisiteshareholder approval of the Issuer Tender Offer. The Notice contained, amongst other things,information relating to the purposes of the Issuer Tender Offer, the main terms of the IssuerTender Offer (including the price per Share, the maximum number of Shares sought andsummary

We are writing on behalf of Just Dial Limited, a public limited company incorporated under the laws of India (the “Company”), to request that the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) grant exemptive relief with respect to Rule 14e-1(a) (“Rule 14e-1(a)”) under the Securities Exchange Act of 1934 .