Auditor Report of Urban Company Ltd.

Mar 31, 2026

1. We have audited the accompanying standalone financial
statements of Urban Company Limited (formerly known
as Urbanclap Technologies India Limited and Urbanclap
Technologies India Private Limited) (“the Company”),
which comprises the Standalone Balance Sheet as at
March 31, 2026, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income),
the Standalone Statement of Changes in Equity and
the Standalone Statement of Cash Flows for the year
then ended, and notes to the standalone financial
statements, including material accounting policy
information and other explanatory information, which
includes the financial statements of Urban Company
ESOP Trust (“the Trust”) for the year ended on that date.

2. In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give the
information required by the Companies Act, 2013
(“the Act") in the manner so required and give a
true and fair view in conformity with the accounting
principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2026, and
total comprehensive income (comprising of loss and
other comprehensive income), changes in equity and
its cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under Section
143(10) of the Act. Our responsibilities under those
Standards are further described in the “Auditor’s
Responsibilities for the audit of the standalone
financial statements” section of our report. We
are independent of the Company in accordance
with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the
ethical requirements that are relevant to our audit
of the standalone financial statements under the
provisions of the Act and the Rules thereunder, and
we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a
basis for our opinion.

Key audit matters

4. Key audit matters are those matters that, in our
professional judgement, were of most significance
in our audit of the standalone financial statements of
the current period. These matters were addressed in
the context of our audit of the standalone financial
statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters.

Key audit matter	How our audit addressed the key audit matter
Revenue Recognition	Our audit procedures included the following:
Refer Note 1(a)(b) and 21 to the standalone financial	• Understood, evaluated and tested the design
statements.	and operating effectiveness of key IT general
Revenue from operations for the year ended March 31, 2026 amounted to INR 1,081.22 crore. The Company’s revenue process is largely automated and relies significantly on its IT systems.	controls of the underlying key financial relevant applications and relevant application controls of the management in the business process relating to revenue recognition including controls over relevant system generated reports.

Key audit matter	How our audit addressed the key audit matter
We considered this a key audit matter due to significance	•	Tested revenue transactions during the year on
of volume of data processed by Company’s IT systems		a sample basis, by examining the underlying
and complexity of IT systems in recognising the revenues.		documents such as sales invoices, customer contracts, dispatch documents, along with proof of delivery, where applicable.
	•	Tested the timing of recognition of revenue, including performing cut-off procedures, to determine whether revenue is recognised in the correct period as per the terms of contracts with customers.
	•	Examined journal entries related to revenue recognised during the year for unusual revenue transactions, if any.
	•	Tested reconciliation of the revenue recognised during the year with the sales as per indirect tax records.
	•	Tested reconciliation of the revenue recognised during the year with the reports generated from relevant IT systems and with the general ledger.
	•	Assessed the adequacy of presentation and disclosures in the standalone financial statements in respect of revenue from operations.
Assessment of recoverability of deferred tax Assets (net)	Our audit procedures included the following:
Refer Note 1(a)(i), 2(b) and 29 to the standalone financial	•	Evaluated the design and tested the operating
statements		effectiveness of the Company’s controls relating to
The Company has recognised Deferred Tax Assets (‘DTA’)		the assessment of carrying amount of DTA.
on carried forward tax losses as it is considered to be	•	Assessed the appropriateness of the Company’s
recoverable based on the Company’s projected taxable		accounting policy with respect to recognising
profits in the forecast period. The carrying value of DTA		DTA on tax losses in accordance with Ind AS 12
(net) is INR 151.53 crore as at March 31,2026.		“Income Taxes”.
We considered this a key audit matter because significant	•	Obtained the future taxable profit projections
management judgement is required in determining the		prepared by the management and assessed
recoverability of DTA recognised, as the realisation of tax		the reasonableness of the assumptions used in
benefits is dependent on probable future taxable profits		such preparation.
and there are inherent uncertainties in forecasting such future profits.	•	Verified the mathematical accuracy of the calculations underlying the profit projections.
	•	Tested reasonability of management estimates, including key assumptions such as forecasted revenue, margin percentages used in management projections of future taxable profits and comparing actual results with the management’s historical forecasts.
	•	Reviewed the adequacy of disclosures made in the standalone financial statements with regards to DTA.

Other Information

5. The Company’s Board of Directors are responsible for the other information. The other information comprises the
information included in the Annual report, but does not include the standalone financial statements and our auditor’s
report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact. We
have nothing to report in this regard.

Responsibilities of management and those
charged with governance for the standalone
financial statements

6. The Company’s Board of Directors is responsible for
the matters stated in Section 134(5) of the Act with
respect to the preparation of these standalone financial
statements that give a true and fair view of the financial
position, financial performance, changes in equity
and cash flows of the Company in accordance with
the accounting principles generally accepted in India,
including the Indian Accounting Standards specified
under Section 133 of the Act. This responsibility
also includes maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation
and maintenance of adequate internal financial
controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting
records, relevant to the preparation and presentation
of the standalone financial statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.

7. In preparing the standalone financial statements,
Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless Board of Directors either intends to
liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

8. Those Board of Directors are also responsible for
overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the
standalone financial statements

9. Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee
that an audit conducted in accordance with SAs will

always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these standalone financial statements.

10. As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional
scepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal control
relevant to the audit in order to design audit
procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the
Act, we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls with reference to
standalone financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management.

• Conclude on the appropriateness of
management’s use of the going concern basis
of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company’s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor’s report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of
our auditor’s report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

11. We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

12. We also provide those charged with governance
with a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

13. From the matters communicated with those charged
with governance, we determine those matters
that were of most significance in the audit of the
standalone financial statements of the current period
and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or
regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences of
doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Other Matter

14. The financial statements of one trust included in the
standalone financial statements of the Company
reflect total assets of INR 8.00 crore and net assets
of INR Nil as at March 31, 2026, total income of INR
Nil, net excess of expense over income of INR (0.00)
crore and net cash flows amounting to INR Nil for the
year then ended. These financial statements and
other financial information has been audited by other
auditor whose report has been furnished to us by
the management, and our opinion on the standalone
financial statements (including other information) in
so far as it relates to the amounts and disclosures
included in respect of the trust, is based on the
report of such other auditor and the procedures
performed by us.

Our opinion on the standalone financial statements
and our report on Other Legal and Regulatory
Requirements below, is not modified in respect of the
above matter of our reliance on the work done and
report of the other auditor.

Report on other legal and regulatory

requirements

15. As required by the Companies (Auditor’s Report) Order,
2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of Section 143 of
the Act, we give in the Annexure B a statement on the
matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

16. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

(b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination
of those books.

(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including other
comprehensive income), the Standalone
Statement of Changes in Equity and the
Standalone Statement of Cash Flows dealt
with by this Report are in agreement with the
books of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act.

(e) On the basis of the written representations
received from the directors as on March 31,
2026, taken on record by the Board of Directors,
none of the directors is disqualified as on March
31, 2026, from being appointed as a director in
terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in “Annexure A.

(g) With respect to the other matters to be included
in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements
- Refer Note 39 to the standalone
financial statements;

ii. The Company was not required to recognise
a provision as at March 31, 2026 under
the applicable law or Indian Accounting
Standards, as it does not have any material
foreseeable losses on long-term contracts.
The Company did not have any long-term
derivative contracts as at March 31, 2026.

iii. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company during
the year ended March 31, 2026.

iv. (a) The management has represented
that, to the best of its knowledge
and belief, other than as disclosed
in Note 45(k)(i) to the standalone
financial statements, no funds have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities (“Intermediaries”),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, whether
directly or indirectly, lend or invest in
other persons or entities identified
in any manner whatsoever by or on
behalf of the Company (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries;

(b) The management has represented
that, to the best of its knowledge
and belief, as disclosed in the Note
45(k)(ii) to the standalone financial
statements, no funds have been
received by the Company from any
person(s) or entity(ies), including
foreign entities (“Funding Parties”), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we
considered reasonable and appropriate
in the circumstances, nothing has

come to our notice that has caused
us to believe that the representations
under sub-clause (a) and (b) contain any
material misstatement.

v. The Company has not declared or paid any
dividend during the year.

vi. Based on our examination, which included
test checks, the Company has used
accounting software for maintaining its
books of account, including software which
are operated by third party software service
providers, which have a feature of recording
audit trail (edit log) facility and that has
operated throughout the year for all relevant
transactions recorded in the software.

During the course of our audit, we did not
notice any instance of audit trail feature
being tampered with. Further, the audit
trail, to the extent maintained in the prior
years, has been preserved by the Company
as per the statutory requirements for
record retention.

17. The Company has paid/ provided for managerial
remuneration in accordance with the requisite
approvals mandated by the provisions of Section 197
read with Schedule V to the Act.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E300009

Abhishek Rara

Partner

Membership Number: 077779

UDIN: 26077779UJDWPS1484

Place: Gurugram

Date: May 8, 2026