Directors Report of Urban Company Ltd.

Mar 31, 2026

The Board of Directors (“Board”) hereby submits the 12^th Annual Report on the business and operations of Urban Company
Limited (formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
(“Company” or “Our” or “We” or “UC”) together with the Audited Standalone and Consolidated Financial Statements for
the financial year ended March 31,2026 (“FY 2025-26”, “FY26”). Wherever required, the consolidated performance of the
Company and its Group entities has been provided.

FINANCIAL PERFORMANCE

The standalone and consolidated financial performance of the Company is summarized below:

Item	Consolidated		Standalone
	FY25	FY26	FY25	FY26
Revenue from operations	1,144.5	1,555.5	782.6	1,081.2
Other income	116.2	136.7	127.7	154.2
Total income	1,260.7	1,692.2	910.3	1,235.4
Purchases of stock-in-trade	225.4	344.4	80.2	162.3
Changes in inventories	(12.8)	(34.5)	(10.3)	(18.0)
Inventory loss on account of fire	-	9.1	-	2.1
Employee benefits expense	350.1	456.5	297.8	393.6
Finance costs	10.5	12.0	10.3	11.8
Depreciation & amortisation	37.0	45.2	32.4	42.9
Listing expenses	1.0	19.0	1.0	19.0
Other expenses	612.3	983.9	420.1	756.9
Total expenses	1,223.5	1,835.7	831.5	1,370.6
PBIT (before equity impact)	37.2	(143.4)	78.8	(135.2)
Share of JV loss	(8.7)	(31.2)	-	-
PBT	28.6	(174.6)	78.8	(135.2)
Tax expense/(credit)	(211.2)	60.2	(211.2)	60.2
PAT	239.8	(234.8)	290.0	(195.4)

PERFORMANCE HIGHLIGHTS

Total revenue from operations increased 35.9% year-over¬
year (YoY) from INR 1,144.5 Crore in FY25 to INR 1,555.5
Crore in FY26. YoY Growth was attributable to continued
strong growth trajectory across the Company’s business
segments. The Company reported a consolidated loss
before tax of INR (174.6) Crore in FY26 compared to a
consolidated profit before tax of INR 28.6 Crore in FY25.
This swing reflects strategic investments in our InstaHelp
segment and increased share of JV losses from Saudi
Arabia. The individual segments (Core India Services, Native
and International) other than InstaHelp have improved
profitability this year (at an Adjusted EBITDA level).

The consolidated net loss after tax was INR (234.8) Crore
in FY26. The Company recorded a non-cash tax charge of
INR (60.2) Crore, reflecting a partial write-down of its deferred
tax asset (“DTA”). The charge represents two items:

DTA reversal on account of projected InstaHelp losses:
We have reversed deferred tax assets of INR (35.9) Crore
during FY26 attributable to carry forward tax losses likely

to lapse during FY27 (INR 14.6 Crore) and FY28 (INR 21.3
Crore) on account of projected InstaHelp investments.

DTA charge on account of ESOP exercise event: Separately,
a portion of the charge (INR 24.3 Crore) arose from the
routine exercise of employee stock options during the
year, where the associated tax benefit was consumed
upon exercise. As more ESOPs are exercised in future
periods, there will be similar adjustments to the DTA.

STATE OF THE AFFAIRS OF THE COMPANY

The Company operates a technology-driven, full stack
online services marketplace for high quality services and
solutions across various home and beauty categories.
The Company operates across 51 cities (excluding cities
served by its Saudi JV) in India, Singapore and the UAE - of
these 51 cities, 47 cities are in India, as of March 31, 2026.
The platform enables consumers to easily order services,
including cleaning, pest control, electrician, plumbing,
carpentry, appliance servicing and repair, on demand
home-help assistance, painting, skincare, hair grooming

and massage therapy. These services are delivered by
trained and independent service professionals at the
consumers’ convenience. In FY24, the Company expanded
into home solutions with the launch of water purifiers and
electronic door locks, respectively, under the brand name
‘Native’. The Company is in the process of scaling up its
on demand home-help assistance (“InstaHelp”) offering in
specific micro markets across a number of cities in India.

The Company was established in 2014 with a mission
to offer high quality services to consumers at home like
never seen before, through empowered & trained service
professionals. The Company has become a household
name in online home and beauty services by leveraging
robust technology, an extensive delivery partner network
with a customer-centric approach.

To achieve this, the Company has engaged a select network
of background verified independent service professionals,
empowering them with comprehensive support. This
includes detailed in-house training, established standard
operating procedures, access to technology, tools and
consumables, third party financing, medical insurance and
branding assistance. This approach enables the service
professionals to improve their skills, enhance quality of
service delivery and increase their earning potential.

The Company primarily earns revenue (i) through the
platform services provided to our consumers; (ii) from sale
of products to service professionals for use during delivery
of services through the platform; and (iii) from sale of our
Native products to the consumers.

Diversified business offerings

The Company operates through four primary
business segments:

• India Consumer Services (ex InstaHelp): The core
marketplace for home and beauty services in India,
representing the largest revenue contributor and
benefiting from significant scale. Online penetration for
the ~INR 5 lakh Crore home services total addressable
market is sub 1%. Driving densification (shrinking
individual micro-market coverage as demand scales)
creates a flywheel of faster fulfilment, lower prices for
consumers, and higher earnings for partners, enabling
the company to grow at least 2x the market rate. We
operate across 47 cities in India and serviced 7.6
million users during FY26 (YoY Growth: 16%).

After a soft start to FY26, growth accelerated during
the year with Q4FY26 YoY NTV growth at 25.6% YoY.
Profitability scaled alongside. Adjusted EBITDA as a %
of NTV improved from (22.5)% in FY22 to 4.1% in FY26.
Average monthly active hours per partner rose from 59
in FY22 to 90 in FY26. Densification, quality and partner
productivity are compounding into a simple promise
to customers: Faster, Cheaper, Better. Our long-term
margin target is 9-10% Adjusted EBITDA as a % of NTV.

• Native: Is the Company’s direct-to-consumer brand
focused on selling water purifiers and electronic door
locks. Native leverages Urban Company’s appliance
servicing expertise, consumer trust and service
professional network to deliver amongst the lowest
total cost of ownership.

Less than three years in, Native has reached meaningful
scale: FY26 NTV: INR 344.5 Crore ( 121.6% YoY), Net
Revenue: INR 266.9 Crore ( 130.1% YoY). Adjusted
EBITDA loss narrowed from INR (39.0) Crore in FY25
to INR (30.6) Crore in FY26. Customer response to
our thoughtfully designed, durable, low-maintenance
products has been strong. The product roadmap
ahead should sustain growth and continue to improve
the margin profile.

• International Business: Represents high-growth
operations in UAE and Singapore. The Company also
has a Joint Venture in the KSA. UAE and Singapore grew
well following the same densification playbook used
in India core services. NTV growth (UAE Singapore)
stepped up meaningfully from FY24 -> FY26 (27.4% ->
39.8% ->75.1%), reaching INR 700.2 Crore of NTV during
FY26. Full-year Adjusted EBITDA turned positive at INR
5.6 Crore, of which INR 4.2 Cr came in Q4 alone - a clear
sign of operating leverage. This was achieved despite
Middle East geopolitical headwinds that weighed on
the UAE in Q4.

Both markets now exhibit the same flywheel as India:
faster fulfilment, better utilisation, improving customer
experience, expanding margins. Execution has been
consistent, and we remain confident in the long-term
opportunity. The focus is on scaling profitably within
these existing geographies — targeting margins
comparable to India Consumer Services — rather than
entering new markets.

In Year one of operations our JV in KSA grew to reach
INR 175.0 Crore in NTV, with the adjusted EBITDA loss
of INR (62.0) Crore.

• InstaHelp: An innovative on-demand home-help
assistance offering designed to address the broader
market for home-help services. From near-zero at the
start of FY26, we exited Q4 at ~2.7 million orders and
INR 40.1 Crore of NTV, with March alone crossing 1.1
million orders. Its high-frequency nature is expected
to deepen platform engagement and drive cross¬
category trials.

Achieving profitability in InstaHelp will take time. The
Q4 FY26 Adjusted EBITDA loss at INR (119.3) Crore
and FY26 Adjusted EBITDA loss at INR (234.8) Crore
reflected two-sided subsidies to densify the network,
supply onboarding, and marketing for new trials.
Losses will stay elevated in coming quarters as we
invest to cement leadership

With INR 2,021.0 Crore in Cash balance including
investments as at March 31,2026 and a cash-generative

core business (Ex-InstaHelp Adjusted EBITDA of
INR 106.0 Crore in FY26), we can fund InstaHelp''s
growth organically while keeping a healthy balance
sheet cushion. We continue to retain our guidance of
consolidated Adjusted EBITDA break even by Q3 FY28.

DETAILS OF MATERIAL CHANGES AND
COMMITMENTS FROM THE END OF THE
FINANCIAL YEAR

There have been no material changes and commitments
affecting the financial position of the Company, which have
occurred between the end of the financial year March
31, 2026 and the date of this report. The material events
that occurred during the financial year under review are
set out below:

I. Change of Name of the Company

During the year under review your Company has
changed its name from “UrbanClap Technologies
India Limited” to “Urban Company Limited” pursuant to
resolutions passed by the Board and Members in their
respective meetings. Consequently, a fresh certificate
of incorporation dated April 02, 2025, was issued by
the Registrar of Companies, Delhi and Haryana.

II. Identification of Promoters

The Board, on April 18, 2025, has identified the
founders of the Company namely Mr. Abhiraj Singh
Bhal, Mr. Raghav Chandra and Mr. Varun Khaitan
as the promoters of the Company in accordance
with the provisions of the Companies Act, 2013
(“Companies Act”), the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (“SEBI
ICDR Regulations”), the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), and other applicable laws.

III. Initial Public Offering & Listing of Equity Shares of
the Company

During the year under review, your Company undertook
an Initial Public Offering (“IPO”) comprising a fresh
issue of equity shares aggregating up to INR 472.0
Crore and an offer for sale of up to INR 1,428.0 Crore
by certain existing shareholders (collectively referred
to as the “Offer”). The issue opened on September
10, 2025 and closed on September 12, 2025.

The Offer was led by Book Running Lead Managers,
viz., Kotak Mahindra Capital Company Limited,
Morgan Stanley India Company Private Limited,
Goldman Sachs (India) Securities Private Limited and
JM Financial Limited. Pursuant to the IPO, the equity
shares of the Company are listed on the National
Stock Exchange of India Limited and BSE Limited
effective September 17, 2025.

The Directors place on record their appreciation for
the support received from the merchant bankers,
legal counsels, regulators including Securities and

Exchange Board of India, Stock Exchanges and
Registrar of Companies and other stakeholders
in successfully completing the IPO and listing.
The Directors also express their gratitude to
the shareholders for their trust and confidence
in the Company.

DIVIDEND

Pursuant to Regulation 43A of the SEBI Listing Regulations,
the Company has adopted a Dividend Distribution Policy
setting out the broad principles for guiding the Board
and the management in matters relating to declaration
and distribution of dividend, and the same is available on
the website of the Company athttps://investorrelations.
urbancompanv.com/governance .

During the year under review, the Board has not
recommended any dividend for the financial year ended on
March 31, 2026.

TRANSFER TO GENERAL RESERVES

For the year under review, the Company has not proposed
to transfer any amount to the general reserves. Further,
the details of amount transferred to other reserves
(including ESOP Reserve), if any, form part of Note no.
15(B) of the standalone financial statements and Note no.
15(B) of the consolidated financial statements provided in
this annual report.

SHARE CAPITAL

AUTHORIZED SHARE CAPITAL

The authorised share capital of the Company as on March
31, 2026 is INR 2,50,39,62,570 (Indian rupees two hundred
fifty crore thirty-nine lakh sixty-two thousand five hundred
seventy) divided into 2,50,00,00,000 (Two hundred fifty
crore) Equity Shares of INR 1 each and 3,96,257 (Three lakh
ninety-six thousand two hundred fifty-seven) compulsorily
convertible preference shares (CCPS) of INR 10 each.
During the year under review, there is no change in the
authorised share capital of the Company.

ISSUED AND PAID-UP SHARE CAPITAL

The issued, subscribed and paid up capital of the Company
as on March 31,2026 is INR 1,54,21,80,603 (Indian rupees
one hundred fifty-four crore twenty-one lakh eighty
thousand six hundred three) divided into 1,54,21,80,603
(One hundred fifty-four crore twenty-one lakh eighty
thousand six hundred three) equity shares having face
value of INR 1 each.

During the financial year under review, the following
changes occurred in issued, paid up and subscribed capital:

i. The unsubscribed portion of the issued share capital
comprising 1 Series B1 CCPS having face value of INR

10 each and 1,289 (One thousand two hundred eighty-nine) equity shares having face value of INR 1 each were
cancelled with the approval of the Board on April 24, 2025.

ii. Conversion of 3,82,705 CCPS (Three lakh eighty-two thousand seven hundred five) having face value of INR 10 each
into 90,02,85,950 (Ninety crore two lakh eighty-five thousand nine hundred fifty) equity shares having face value of
INR 1 each , with the approval of the Board on August 24, 2025, in the conversion ratio as mentioned below:

Sr. No.	Class of CCPS	Number of CCPS	No. of Equity Shares issued and allotted upon conversion	Conversion Ratio
1	Series A CCPS	43,679	10,17,72,070	2330:1
2	Series A1 CCPS	84,380	19,66,05,400	2330:1
3	Series B CCPS	91,608	21,34,46,640	2330:1
4	Series B1 CCPS	1,401	32,64,330	2330:1
5	Series C CCPS	38,027	8,86,02,910	2330:1
6	Series D CCPS	52,542	12,24,22,860	2330:1
7	Series E CCPS	20,578	4,79,46,740	2330:1
8	Series F CCPS	50,490	12,62,25,000	2500:1
	Total	3,82,705	90,02,85,950

iii. Allotment of 4,58,48,481 (Four crore fifty-eight lakh
forty-eight thousand four hundred eighty-one) fresh
equity shares of INR 1 each pursuant to Prospectus
dated September 12, 2025, in IPO.

iv. Allotment of 2,62,78,672 (Two crore sixty two lakh
seventy eight thousand six hundred seventy two)
equity shares of INR 1/- each to its employees
pursuant to exercise of vested options by the eligible
employees under Urban Company Employee Stock
Option Scheme 2015 and Urban Company Employee
Stock Option Plan 2022.

v. Allotment of 8,00,00,000 (Eight crore) equity shares
of INR 1/- each to Urban Company ESOP Trust under
ESOP Scheme 2015 pursuant to change in the mode
of implementation and administration of ESOP Scheme
2015 from direct route to trust route.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has not granted any loans to any person or
other body corporate and has not given any guarantee or
provided security in connection with a loan to any other
body corporate or person, in accordance with Section 186
of the Companies Act, during the Financial Year 2025-26
except as stated under Note no. 13 to the Notes to Accounts
of financial statements. Further the Company has invested
its funds in accordance with section 186 of the Companies
Act and duly complied with the provision of Companies
Act for the same. The details of investment made by the
Company are given in Note no. 5 of the Financial Statement
of the Company for the year ended March 31, 2026.

SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

As at the end of the year under review, the Company had
2 wholly owned subsidiaries, 4 step-down subsidiaries and
1 joint venture. Changes during the year were as follows:

Voluntary Winding up / Dissolution of Urban Company
Arabia for Information Technologies, Kingdom of Saudi

Arabia (KSA), (‘Urban Company Arabia’) a Step Down
Subsidiary Company: The Company’s operations in the
KSA, which were earlier carried out through its step-down
subsidiary, Urban Company Arabia, has been transitioned
to the Company’s joint venture in the KSA, namely,
Company WAED Khadmat Al-Munzal for Marketing, w.e.f.
January 01, 2025. As Urban Company Arabia is no longer
operational, the Board has approved its voluntary winding
up and closure of the said step-down subsidiary. The entity
is in the process of being wound up.

Incorporation of step down wholly owned subsidiary
of the Company: Urban Home Experts Pte. Limited, a
wholly owned subsidiary of the Company, incorporated a
wholly owned subsidiary in the name of ‘Urban Essentials
General Trading L.L.C.’ in the United Arab Emirates on
January 12, 2026.

MATERIAL SUBSIDIARY

The Company has adopted a policy for determining material
subsidiaries pursuant to requirements under SEBI Listing
Regulations . The Policy can be viewed on the Company’s
website at https://investorrelations.urbancompany.com/
governance.

For the financial year 2025-26, Handy Home Solutions
Private Limited (“Handy Home”) a wholly owned subsidiary
of the Company, was classified as a material subsidiary
in accordance with the thresholds prescribed under the
SEBI Listing Regulations. Handy Home is engaged in the
business of providing pest control and wall decor services,
and in the sale of traded goods, as permitted under the
object clause of its Memorandum of Association.

ACCOUNTS OF SUBSIDIARIES

The consolidated financial statements of the Company for
the financial year 2025-2026 are prepared in compliance
with the applicable provisions of the Companies Act
including Indian Accounting Standards specified under
Section 133 of the Companies Act.

Audited financial statements of each of the subsidiary companies are available on the website of the Company and can be
accessed athttps://investorrelations.urbancompanv.com/financials.

Further, pursuant to the provisions of Section 129(3) of the Companies Act, a statement containing salient features of the
financial statements of the Company’s subsidiaries or associate companies or Joint ventures as required in Form AOC 1 is
appended as Annexure-I to this Report.

UTILISATION OF PROCEEDS OF IPO

Pursuant to Regulation 32 of the SEBI Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-
POD2/I/3762/2026 dated January 30, 2026, the Company confirms that during the financial year under review, there
was no deviation or variation in the utilization of proceeds of the IPO from the objects stated in the Prospectus dated
September 12, 2025.

The reports issued by the Monitoring Agency on a quarterly basis confirm that there has been no deviation in the utilisation
of the issue proceeds from the objects stated in the offer documents. These reports are submitted to the Stock Exchanges
in compliance with the applicable regulations.

Details of the actual utilisation of the net IPO proceeds for the financial year 2025-26:

Original Objects	Modified Objects, if any	Original Allocation	Funds utilised during FY 26	Balance Funds remaining	Amount of deviation/ variation
Expenditure for new technology development and cloud infrastructure	NA	190.0	37.2	152.8	-
Expenditure for lease payments for our offices	NA	75.0	16.9	58.1	-
Expenditure for marketing activities	NA	90.0	18.5	71.5	-
General Corporate Purpose	NA	90.1	0.0	90.1	-
Issue Expenses	NA	26.9	24.7	2.2	-
Total		472.0	97.3	374.7	-

EMPLOYEES STOCK OPTION SCHEMES

At the start of FY26, the Company had implemented two
employee stock option schemes through the direct route,
namely the Urban Company Limited Employee Stock Option
Scheme, 2015 (“ESOP Scheme 2015”) and the Urban
Company Employee Stock Option Plan, 2022 (“ESOP Plan
2022”) (collectively referred to as the “Schemes”), with
a common pool of 18,75,25,000 stock options, designed
to cover eligible employees of the Company and its group
entities, including subsidiaries and associate companies, in
India and overseas.

The ESOP Scheme 2015 was approved by the Board
of Directors on July 01, 2015 and subsequently by the
shareholders on July 25, 2015. The ESOP Plan 2022
was approved by the Board on May 10, 2022 and by the
shareholders on June 06, 2022, and the said Schemes
were amended from time to time prior to the IPO of the
Company. Post IPO, the Members of the Company, through
postal ballot on December 06, 2025, ratified the Schemes
in accordance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB
Regulations”). The Company has also obtained in-principle
approvals from the stock exchanges for the allotment of
equity shares arising out of the exercise of vested stock
options under the Schemes.

Further, the Board in terms of SEBI SBEB Regulations, as
amended read with Clause 3.1 of the ESOP Plan, 2022
approved closure of the ESOP Plan 2022 on January 23,
2026 and approved transfer of ungranted stock options
under ESOP Plan, 2022 to be added back to the pool of
ESOP Scheme 2015.

Further, pursuant to members’ approval through postal
ballot on February 28, 2026, the following changes
were implemented:

• Increase in the ESOP pool under ESOP Scheme 2015
from 18,75,25,000 to 20,33,00,000 options;

• Change in the mode of implementation of ESOP
Scheme 2015 from the direct route to the
trust route; and

• Grant of an interest-free loan to the ESOP Trust for
subscription to the Company’s equity shares through
primary issuance.

A statement containing relevant disclosures pursuant
to Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 and Regulation 14 of the SEBI
SBEB Regulations is available on the website of the
Company athttps://investorrelations.urbancompany.com/
financials.

During the year under review, the Company issued and
allotted 2,62,78,672 (Two Crores Sixty Two Lakhs Seventy
Eight Thousand Six Hundred Seventy Two) equity shares
of INR 1/- each to its employees pursuant to exercise of
vested options by the eligible employees under ESOP
Scheme 2015 and ESOP Plan 2022. Further, during the year
under review, the Company has also issued and allotted
8,00,00,000 (Eight Crores) equity shares of INR 1/- each to
Urban Company ESOP Trust.

The Company has obtained a certificate from
M/s. DPV & Associates LLP, Company Secretaries (FRN:
L2021HR009500 and Peer Review No. 6189/2024)
confirming that ESOP Scheme 2015 has been implemented
in accordance with the SEBI SBEB Regulations and
resolution(s) passed by the Members of the Company. The
said certificate will be made available for inspection by the
members electronically during business hours.

TRANSACTIONS WITH RELATED PARTIES

The Company has adopted a Policy on Related Party
Transactions (“RPT Policy”) in compliance with Regulation
23 of the SEBI Listing Regulations, which is available on
the website of the Company athttps://investorrelations.
urbancompanv.com/governance.

All contracts/ arrangements/ transactions with related
parties for the financial year ended on March 31, 2026,
were in ordinary course of business and on an arm’s length
basis and in accordance with the applicable provisions of
the Companies Act. During the financial year under review,
the Company had not entered into any material related
party transaction. Accordingly, the disclosure in form AOC-
2 is not applicable.

For further details of related party transactions during
FY 2025-26, please refer to note no 37 of the standalone
financial statements and note no 37 of the consolidated
financial statements which form part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS

As on March 31, 2026, the Board comprised 8 (Eight)
Directors with an appropriate mix of Executive Directors,
Non-Executive Independent Directors and Non-Executive
Non-Independent Director in compliance with the
applicable provisions of the Companies Act and the SEBI
Listing Regulations, as set out below:

1.	Abhiraj Singh Bhal (DIN: 07005253)	Chairperson, Managing Director and Chief Executive Officer
2.	Raghav Chandra (DIN: 07005029)	Executive Director and Chief Technology and Product Officer
3.	Varun Khaitan (DIN: 07005033)	Executive Director and Chief Operating Officer
4.	Vamsi Krishna Duvvuri (DIN: 07212414)	Non-Executive Non-Independent Director
5.	Ashish Gupta (DIN: 00521511)	Independent Director
6.	Shyamal Mukherjee (DIN: 03024803)	Independent Director
7.	Ireena Vittal (DIN: 05195656)	Independent Director
8.	Rajesh Gopinathan (DIN: 06365813)	Independent Director

During the year under review, Vamsi Krishna Duvvuri (DIN: 07212414) was re-designated as a Non-Executive Non-Independent
Director from Nominee Director on the Board of the Company with effect from November 01, 2025 consequent to the
listing of the equity shares of the Company, pursuant to which the nomination rights of VY Capital cease to have effect.

Abhiraj Singh Bhal (DIN: 07005253), Chairperson, Managing Director and Chief Executive Officer of the Company, retires by
rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting (AGM).

KEY MANAGERIAL PERSONNEL

As on March 31,2026, the following officials are the Key Managerial Personnel(s) (KMPs) of the Company:

1.	Abhiraj Singh Bhal (DIN: 07005253)	Chairperson, Managing Director and Chief Executive Officer
2.	Raghav Chandra (DIN: 07005029)	Executive Director and Chief Technology and Product Officer
3.	Varun Khaitan (DIN: 07005033)	Executive Director and Chief Operating Officer
4.	Abhay Krishna Mathur	Chief Financial Officer
5.	Sonali Singh	Company Secretary and Compliance Officer

During the period under review, there were no changes in the KMPs of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors confirming that they continue to fulfill
the criteria of independence as required under to Sections
149, 150 read with Schedule IV of the Companies Act and
Regulation 16 and 25 of the SEBI Listing Regulations. All
Independent Directors have affirmed compliance with the
Code of Conduct for Independent Directors as prescribed
in Schedule IV to the Companies Act.

Further, in the opinion of the Board, the Independent
Directors of the Company possess the requisite expertise
and experience and are persons of high integrity and repute.

BOARD MEETINGS

During the financial year under review, the Board of
Directors met 10 (ten) times, details of the meetings of
the Board and attendance of the Directors at the Board
meetings are set out in the Corporate Governance Report,
which forms part of the Annual Report.

The maximum interval between any two meetings did not
exceed 120 days, as prescribed by the Companies Act.
The necessary quorum was present at every meeting.

Board Committees

As on March 31, 2026, the Board had the

following Committees:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders’ Relationship Committee

(iv) Risk Management Committee

(v) Corporate Social Responsibility Committee

The details of composition, terms of reference and number
of meetings held during the year and the attendance of
the committee members at each meeting are given in
the Corporate Governance Report, which forms part of
this Annual Report.

In addition to the said committees, the Board has
also constituted Banking, Treasury and Other Finance
Operations Committee, Securities Allotment Committee
and IPO Committee.

However, IPO Committee and Securities Allotment
Committee stands dissolved vide Board resolution
dated May 08, 2026.

During the year, all recommendations made by the
committees were approved by the Board.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

As per the audited financial statements, the Company
doesn’t have average net profits during the three
immediately preceding financial years. Therefore, the

provisions of Section 135(5) of the Companies Act were
not applicable to the Company during the FY 2025-26

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, the Board,
to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual financial statements
for the financial year ended March 31, 2026, the
applicable accounting standards read with the
requirement set out under Schedule III to the
Companies Act have been followed and there are no
material departures from the same;

b) The Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at March 31, 2026 and of the losses of
the Company for that period;

c) The Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) The Directors have prepared the annual financial
statements of the Company for the financial year
ended March 31,2026, on a going concern basis;

e) The Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively

EVALUATION OF BOARD, ITS COMMITTEES, AND
INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act and SEBI
Listing Regulations, the Nomination and Remuneration
Committee has approved a framework for performance
evaluation of the Board, its Committees, the Chairperson
and Individual Directors, including Independent Directors.

The evaluation is conducted through a structured
mechanism covering, inter alia, the composition of the
Board, effectiveness of Board and Committee processes,
quality of deliberations, governance oversight and
contribution of Directors. The performance of Committees,
Individual Directors and the Board Chairperson is also
evaluated based on defined criteria.

The Board has carried out the annual performance
evaluation for the year under review and noted that the

Board, its Committees, Individual Directors and the Board
Chairperson are functioning effectively.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Board has framed and adopted a Nomination and
Remuneration Policy in terms of Section 178 of the
Companies Act and Regulation 19(4) read with Part D of
Schedule II to the SEBI Listing Regulations (“NR Policy”),
for identification, selection and appointment of Directors,
KMPs and Senior Management Personnel (SMPs)
of the Company.

The Policy lays down the process and parameters for
the identification and appointment of the Directors, KMPs
and SMPs and the criteria for determining qualifications,
positive attributes and independence of a Director.

The Policy also provides the criteria for determining
remuneration of Directors, KMPs and SMPs based on
factors including the Company’s size, financial position,
trends and practices on remuneration prevailing in peer
companies in the similar industry. It also specifies the
manner for effective evaluation of performance of the
Board, Directors, KMPs etc.

The Policy is available on the website of the Company
and can be accessed athttps://investorrelations.
urbancompanv.com/governance.

AUDITORS AND AUDITORS’ REPORT
STATUTORY AUDITORS

M/s. Price Waterhouse & Co Chartered Accountants
LLP (Firm Registration No. 304026E/E300009) were re¬
appointed as the Statutory Auditors of the Company for a
second term of 5 years from the conclusion of the 7^th AGM
held on October 29, 2021 till the conclusion of 12^th AGM
of the Company.

The Report given by the Statutory Auditors on the
standalone financial statements of the Company and the
consolidated financial statements of the Company for the
financial year ended March 31, 2026, forms part of this
Annual Report. There has been no qualification, reservation,
adverse remarks or disclaimer given by the Statutory
Auditors in their Report which calls for any explanation.

As the term of M/s. Price Waterhouse & Co Chartered
Accountants LLP, as the Statutory Auditors of the
Company expires at the conclusion of 12^th AGM, the
Board of Directors of the Company at their meeting held
on May 08, 2026, based on the recommendation of the
Audit Committee, has recommended to the Members,
the appointment of M/s. BSR & Co. LLP (Firm Registration
No. 101248W/ W-100022), as Statutory Auditors of the
Company, for a term of 5 (five) consecutive years from the
conclusion of 12^th AGM till the conclusion of the 17^th AGM.
A resolution seeking appointment of M/s. BSR & Co. LLP,

as the Statutory Auditors of the Company forms part of the
Notice of the 12^th AGM of the Company.

M/s. BSR & Co. LLP have submitted a certificate, as
required under Section 139(1) of the Companies Act
confirming that they meet the criteria provided in Section
141 of the Companies Act. Their appointment is subject
to the approval of the Members of the Company at
the ensuing AGM.

INTERNAL AUDITORS

Jaspreet Singh, Chartered Accountant and Associate Vice
President - Internal Controls & Risk Management, has
been appointed as the Internal Auditor of the Company in
accordance with Section 138 of the Companies Act.

He provides independent and objective assurance to
strengthen the Company’s systems, processes and
internal controls.

He is also supported by one of the big four firms which
performs internal audit reviews as per the internal audit
plan approved by the Audit Committee. The key findings
and the results of internal financial controls testing are
reported to the Audit Committee periodically.

SECRETARIAL AUDITORS

M/s. DPV & Associates LLP, Company Secretaries (FRN:
L2021HR009500 and Peer Review No. 6189/2024) were
appointed as Secretarial Auditors of the Company for the
financial year ended on March 31, 2026. The secretarial
audit report is annexed as Annexure-II to this report.

M/s. DPV & Associates LLP (FRN: L2021HR009500 and
Peer Review No. 6189/2024) also acted as Secretarial
Auditors of Handy Home, unlisted material subsidiary of the
Company for the financial year ended on March 31, 2026.
Accordingly, In compliance with Regulation 24A of the SEBI
Listing Regulations, the Secretarial Audit Report of Handy
Home issued by M/s. DPV & Associates LLP is enclosed as
Annexure-III to this report.

The Secretarial Audit Report of the Company and its unlisted
material subsidiary does not contain any qualification,
reservation, adverse remark or disclaimer.

In compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Companies Act and
based on the recommendation of the Audit Committee, the
Board of Directors of the Company at their meeting held on
May 08, 2026 has recommended to the Members of the
Company, the appointment of M/s. DPV & Associates LLP
(FRN: L2021HR009500 and Peer Review No. 6189/2024)
as the Secretarial Auditors of the Company for a term of
5 (five) consecutive years commencing from the financial
year 2026-27 to 2030-31.

Accordingly, a resolution seeking appointment of M/s. DPV &
Associates LLP (FRN: L2021HR009500 and Peer Review No.
6189/2024), as the Secretarial Auditors of the Company for

a term of five consecutive years pursuant to Section 204 of
the Companies Act, forms part of the Notice of the 12^th AGM
of the Company.

COST AUDITORS & DISCLOSURE ON
MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section 148(1) of
the Companies Act are not applicable for the business
activities carried out by the Company.

INTERNAL FINANCIAL CONTROL AND THEIR
ADEQUACY

The Company has established an adequate system
of internal financial controls over financial reporting,
commensurate with the scale, size and complexity of its
operations. These controls are documented, embedded
within business processes and automated where feasible
to ensure efficiency and consistency.

The internal financial control framework is an integral
part of the Company’s governance and risk management
systems and is designed to provide reasonable assurance
regarding the orderly and efficient conduct of business,
safeguarding of assets, prevention and detection of frauds
and errors, accuracy and completeness of accounting
records, and timely preparation of reliable financial
information in compliance with applicable laws and
accounting standards.

The effectiveness of these controls is periodically
evaluated through management reviews, internal audit and
oversight by the Audit Committee. During the year under
review, the internal financial controls were tested, including
by the statutory auditors and no material weaknesses or
significant deficiencies were identified.

CORPORATE GOVERNANCE REPORT

Corporate governance is aimed at maximising shareholder
value in a legal, ethical and sustainable manner. The
Company’s governance practices reflect its value system,
culture, policies and stakeholder relationships.

In compliance with Regulation 34 read with Schedule V
of the SEBI Listing Regulations, the Report on Corporate
Governance, inter alia, covering the composition and
meetings of the Board and its Committees, along with a
certificate from M/s. DPV & Associates LLP, Company
Secretaries (FRN: L2021HR009500; Peer Review No.
6189/2024) confirming compliance with the conditions of
corporate governance, forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report (“MD&A”)
on Company’s performance, industry trends and other
required details prepared in compliance with Regulation

34 of the SEBI Listing Regulations, forms part of this Annual
Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to the SEBI Listing Regulations, the Business
Responsibility and Sustainability Report for the financial
year 2025-26 is not applicable to the Company.

PARTICULARS OF EMPLOYEES

The statement containing disclosure of remuneration under
Section 197(12) of the Companies Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended,
is provided in the prescribed format and annexed as
Annexure IV to this Report.

The information as per Rule 5(2) and Rule 5(3) of the
above-mentioned Rules pertaining to the names of top ten
employees and other particulars of employees is provided
in a separate annexure. However, as per the provisions
of Section 136(1) of the Companies Act and the Rules
thereunder, the Annual Report and the financial statements,
excluding the aforesaid annexure, are being sent to the
Members, and other persons entitled thereto. Any Member
interested in obtaining a copy of the said annexure may
write to the Company Secretary and Compliance Officer at
[email protected].

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual
harassment at the workplace and is committed to creating
a healthy working environment that enables employees
to work without fear or prejudice, gender bias and
sexual harassment. The Company also believes that all
employees of the Company have the right to be treated
with dignity. Sexual harassment at the workplace or other
than workplace is treated as a punishable offence.

The Company has constituted an Internal Complaints
Committee in accordance with the requirements of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (“POSH
Act”) read with the rules made thereunder and adopted
a Policy for prevention and redressal of complaints
under the POSH Act.

The detailed disclosure on POSH is given in the Corporate
Governance Report, which forms part of this Annual Report.

Maternity Benefit Act, 1961

The Company has complied with all applicable provisions
relating to the Maternity Benefit Act, 1961 read with the
rules made thereunder and all benefits and entitlements
are duly extended to eligible employees.

RISK MANAGEMENT

The Company has a robust enterprise-wide Risk
Management Framework to identify, assess and mitigate
key risks and opportunities, supported by defined policies,
procedures and reporting mechanisms.

In accordance with the SEBI Listing Regulations, the
Company has constituted a Risk Management Committee
(‘RMC’) of the Board, chaired by an Independent Director.
Details of its composition, terms of reference and meetings
held during FY 2025-2026 are provided in the Corporate
Governance Report forming part of this Annual Report.

The RMC oversees the implementation and effectiveness of
the risk management framework, including periodic review
of risk assessments and mitigation plans. The Company
has also adopted a Risk Management Policy, available
on its website athttps://investorrelations.urbancompany.
com/governance.

For further details, please refer to the MD&A section of this
Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a robust Vigil Mechanism/Whistle
Blower Policy in place, in compliance with Section 177 of
the Companies Act and Regulation 22 of the SEBI Listing
Regulations. The Policy enables directors, employees and
stakeholders to make protected disclosures regarding
illegal or unethical practices, including actual or suspected
fraud or violations of the Company’s Code of Conduct.

It provides adequate safeguards against victimisation
and allows direct access to the Chairperson of the Audit
Committee in exceptional circumstances. Further details
are provided in the Corporate Governance Report forming
part of this Annual Report. The policy is available on the
website of the Company athttps://investorrelations.
urbancompanv.com/governance.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The Foreign Exchange earnings and outgo by the Company
during FY 2025-26, are as follows:

Particulars	FY25	FY26
Earnings in Foreign Currency	15.3	25.6
Expenditure in Foreign Currency	5.8	25.0
Opex	5.8	23.3
Capex	-	1.7

CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION

Considering the nature of business of your Company, the
particulars with respect to conservation of energy and
technology absorption required as per Section 134(3)(m) of

the Companies Act read with Rule 8(3) of the Companies

(Accounts) Rules, 2014, are not applicable to the Company.

OTHER STATUTORY DISCLOSURES

I. Annual Return

Pursuant to Section 92(3) of the Companies Act, the
Annual Return for the FY 2025-26 in Form MGT-7
has been uploaded on the website of the Company
and can be accessed at:https://investorrelations.
urbancompany.com/financials.

II. Downstream Investment Reporting & Compliance

The Company being a foreign owned or controlled
company has complied with the applicable provisions
of the Foreign Exchange Management Act, 1999
(“FEMA”) read with the Foreign Exchange Management
(Non Debt Instruments) Rules, 2019 (“NDI Rules”) for
the downstream investment made by it in its Indian
subsidiaries and other Indian entities. The Company
has obtained the certification from Statutory Auditors
in relation with Downstream Investment as prescribed
under NDI Rules, as applicable from time to time.

III. Transfer of Unclaimed Dividend to Investor
Education and Protection Fund (IEPF)

As the Company has not declared any dividend in
the previous financial years, there are no unclaimed
or unpaid dividends, and accordingly, no amount was
transferred to the IEPF during the period under review.

IV. Details of Application Made or any Proceeding
Pending Under the Insolvency and Bankruptcy
Code, 2016 During the Year Along with their
Status as at the end of the Financial Year

No application was made, nor any proceeding is
pending against the Company under the Insolvency and
Bankruptcy Code, 2016 during the reporting period.

V. Details of Difference Between Amount of the
Valuation Done at the Time of one Time Settlement
and the Valuation Done While Taking Loan from
the Banks or Financial Institutions Along with the
Reasons Thereof

The Company has not made any one-time settlement
with any Banks or Financial Institutions.

VI. Material Regulatory and Judicial Orders

Our Company had filed an adjudication application with
the ROC on September 18, 2024, in relation to certain
purported non-compliances under the Companies
Act and its rules, with respect to incentives under a
partner incentivization plan, offered to more than
200 service professionals in a financial year. In this
regard, the ROC issued a show cause notice dated
April 02, 2025, followed by an adjudication order
dated April 24, 2025, against our Company and our
Executive Directors, noting that our Company did not
issue any securities, however, it found a violation with

respect to Rule 14(2) of the Companies (Prospectus
and Allotment of Securities) Rules, 2014. Pursuant to
this adjudication order, a penalty of INR 2 Lakhs was
imposed on our Company and INR 0.5 Lakhs on each
of the Executive Directors of our Company. Such
penalties have been paid on April 24, 2025 and the
matter stands settled.

The Company has not received any regulatory or
judicial orders during the reporting period which has
an impact on the going concern status and the future
operations of the Company.

VII. Commissions

Executive Directors of the Company have not
received any remuneration or commission from any of
its subsidiaries.

VIII. Secretarial Standards

The Company has complied with all applicable
mandatory secretarial standards issued by the
Institute of Company Secretaries of India.

IX. Details of Utilization of Funds Raised Through
Preferential Allotment or Qualified Institutional
Placement as Specified Under Regulation 32(4)
and 32(7A) of the SEBI Listing Regulations

During the year, the Company did not undertake
any preferential allotment or qualified institutional
placement. The Company completed an IPO comprising
a fresh issue and an offer for sale accordingly,
Regulation 32 of the SEBI Listing Regulations
is not applicable

X. Disclosure Under Section 43(a)(ii) of

the Companies Act

The Company has not issued any shares with
differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Companies
Act is furnished.

XI. Disclosure Under Section 54(1 )(d) of

the Companies Act

The Company has not issued any sweat equity shares
during the year under review and hence no information
as per provisions of Section 54(1)(d) of the Companies
Act is furnished.

XII. Disclosure Under Section 67(3) of the Companies
Act

During the year under review, there were no instances
of non-exercising of voting rights in respect of
shares purchased directly by Trust under a scheme
pursuant to Section 67(3) of the Companies Act read
with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014.

XIII. Awards and Recognitions

During the year under review, the Company received
several awards and recognitions as set out below:

• The Economic Times Startup of the
Year Award 2025

• YouGov - Most Improved Brand

• IndiAA Awards - Consumer Durables & Luggage
for “Native RO Filter To Pagal Hai Lambi Judaai”

XIV. Deposits

During the period under review, the Company has
not accepted any deposits classified under Section
73 to 76 of the Companies Act and the relevant rules
framed thereunder.

XV. Equal Opportunity Employer

The Company has always provided a congenial
atmosphere for work to all employees that is free
from discrimination and harassment. It has provided
equal opportunities of employment to all irrespective
of their caste, religion, colour, marital status and sex.

XVI. Fraud

There were no frauds under Section 143(12) of the
Companies Act, reported by the Auditors to the Audit
Committee or the Board or Central Government.

XVII. Revision In Financial Statements

During the period under review, there was no revision
in the financial statements.

XVIII. Corporate Action

There was no instance wherein the Company
failed to implement any corporate action within the
statutory time limit.

XIX. Political Contribution

During the year under review, the Company has not
made any political party contribution under section
182 of the Companies Act.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its deep appreciation for the committed services of all employees
and active service professionals providing services on the Company’s platform. The Board also expresses its sincere
appreciation for the assistance and cooperation received from financial institutions, banks, government and regulatory
authorities, customers and vendors during the year under review.

Above all, the Board thanks all shareholders and investors for their continued support to the Company’s endeavours.

For and on behalf of the Board
Urban Company Limited

(Formerly known as UrbanClap Technologies India Limited
and UrbanClap Technologies India Private Limited)

Abhiraj Singh Bhal Varun Khaitan

Chairperson, Managing Director & CEO Executive Director and COO

DIN: 07005253 DIN: 07005033

Date: May 08, 2026
Place: Gurugram