Urban Company Ltd Directors Report

Dear Members,

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:

(In INR Crore)

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 Companys 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,reflectingapartialwrite-downofitsdeferred 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 Companys direct-to-consumer brand focused on selling water purifiers and electronic door locks. Native leverages Urban Companys 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 InstaHelps 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 at https://investorrelations. urbancompany.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 Companys operations in the KSA, which were earlier carried out through its step-down subsidiary, Urban Company Arabia, has been transitioned to the Companys 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 Companys 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 décor 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 at https://investorrelations.urbancompany.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 Companys 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:

(INR Crore)

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 Companys 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 at https://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 at https://investorrelations. urbancompany.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 arms 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 doesnt 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 Companys 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 at https://investorrelations. urbancompany.com/governance.

AUDITORS AND AUDITORS REPORT

STATUTORY AUDITORS

M/s. Price Waterhouse & Co Chartered Accountants LLP (Firm Registration No. 304026E/E300009) were reappointed 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 Companys 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 Companys 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 Companys 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 Companys 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 cs@urbancompany.com.

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 at https://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 Companys 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 at https://investorrelations. urbancompany.com/governance.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

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

(Amounts in INR Crore)

Particulars	FY25	FY26
Earnings in Foreign	15.3	25.6
Currency
Expenditure in Foreign	5.8	25.0
Currency
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 Companys 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 Companys endeavours.

For and on behalf of the Board
Urban Company Limited
(Formerly known as UrbanClap Technologies India Limited
and UrbanClap Technologies India Private Limited)

Varun Khaitan
Executive Director and COO
DIN: 07005033

Abhiraj Singh Bhal
Chairperson, Managing Director & CEO
DIN: 07005253

Date: May 08, 2026
Place: Gurugram