Urban Company Ltd Directors Report

1 Regularized by way of Shareholders resolution dated December 31, 2024.

2 Regularized by way of Shareholders resolution dated March 18, 2025.

3 Regularized by way of Shareholders resolution dated March 18, 2025.

4 Regularized by way of Shareholders resolution dated March 18, 2025.

In accordance with our Articles of Association, our Board may from time to time, at its discretion, by resolution passed at the meeting of a Board, borrow funds for the purposes of the Company by issue of (i) bonds; (ii) perpetual or redeemable debentures; (iii) debenture stock; (iv) any mortgage; (v) charge; or other security on the undertaking of the whole or any part of the property or undertaking of the Company, subject to the provisions of sections 73, 179, 180 and any other applicable provisions of the Companies Act.

As on the date of this Red Herring Prospectus, our Board comprises eight Directors, of whom three are Executive Directors (including one Managing Director), one is Non-Executive Nominee Director and four are Independent Directors (including one woman Director). Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the composition of our Board and constitution of committees thereof.

Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the Companies Act:

(a) Audit Committee;

(b) Nomination and Remuneration Committee; (c) Stakeholders Relationship Committee; (d) Corporate Social Responsibility Committee; and (e) Risk Management Committee

The Audit Committee was constituted by a resolution passed by our Board dated May 10, 2022 and was last-reconstituted on November 12, 2024. The Audit Committee is in compliance with Section 177 and other applicable provisions of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The Audit Committee currently comprises of:

Terms of Reference for the Audit Committee:

The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s) from time to time, the following:

A. Financial Reporting:

i. Oversight of our Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013. b. Material changes, if any, in accounting policies and practices and reasons for the same. c. Major accounting entries involving estimates based on the exercise of judgment by management. d. Significant adjustments made in the financial statements arising out of audit findings. e. Compliance with listing and other legal requirements relating to financial statements. f. Disclosure of any related party transactions in line with the related party policy of our Company. g. Modified opinion(s) in the draft audit report.

iii. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

i. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity including internal auditors.

ii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

iii. Reviewing and monitoring the auditors independence and performance, and effectiveness of the audit process.

iv. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

v. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

vi. Discussion with the Statutory Auditors before the commencement of audit, about the nature and scope of audit to be conducted and post-audit discussion to ascertain any area of concern.

vii. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

viii. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

i. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutional placement, and making appropriate recommendations to the board to take up steps in this matter;

ii. Approval or any subsequent modification of transactions of the listed entity with related parties.

iii. Scrutiny of inter-corporate loans and investments.

iv. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments.

i. To review the functioning of the whistle blower mechanism.

i. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

ii. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate. iii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

iv. Valuation of undertakings or assets of the listed entity, wherever it is necessary.

v. Evaluation of internal financial controls and risk management systems.

vi. Review our Companys financial and risk management policies, implementation of treasury policies, strategies and status of investor relation activities

vii. Carrying out any other function which may fall within the ambit of the terms of reference of the Audit

Committee.

The Audit Committee shall mandatorily review the following: i. Management discussion and analysis of financial condition and results of operations. ii. Management letters / letters of internal control weaknesses issued by the statutory auditors. iii. Internal audit reports relating to internal control weaknesses; and

iv. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

v. Statement of deviations:

Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of SEBI Listing Regulations; and Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of SEBI Listing Regulations.

The Nomination and Remuneration Committee was constituted by a resolution passed by our Board on May 10, 2022 and was last reconstituted on November 12, 2024. The composition and terms of reference of the Nomination and Remuneration Committee are in compliance with Section 178 and other applicable provisions of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations. The Nomination and Remuneration Committee currently comprises of:

The Nomination and Remuneration Committee shall be responsible for, among other things, the following:

(1) Identifying persons who are qualified to become directors, persons who may be appointed as key managerial personnel and in senior management positions in accordance with the criteria laid down in the Companies Act and the policy, and recommend to the board for their appointment and removal and carrying out evaluation of every directors performance (including independent directors);

(2) Identifying the criteria for determining qualifications, positive attributes and independence of a director;

(3) Determining remuneration of directors and key managerial personnel and persons in senior management positions, based on factors including our Companys size, financial position, trends and practices on remuneration prevailing in peer companies in the similar industry;

(4) Specifying the manner for effective evaluation of performance of the board, directors, key managerial personnel and persons in senior management positions to be carried out either by our board, by our Committee (defined below) or by an independent external agency;

(5) Assessing the independence of independent directors;

(6) Providing them rewards, linked directly to their efforts, performance, dedication and achievements relating to the Companys operations;

(7) Retaining, motivating and promoting talent and to ensure long term sustainability of talented persons and create competitive advantage;

(8) Such other key issues/matters as may be referred by the Board or as may be necessary in view of the provision of the Companies Act and rules thereunder and the SEBI Listing Regulations, whenever applicable.

The Stakeholders Relationship Committee was constituted by a resolution of our Board on November 12, 2024. The composition and terms of reference of Stakeholders Relationship Committee are in compliance with Section 178 and any other applicable law of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations.

The Stakeholders Relationship Committee currently comprises of:

The Stakeholders Relationship Committee shall be responsible for, among other things, as may be required under applicable law, the following:

(1) Looking after the interests of shareholders, debenture holders and other security holders;

(2) Resolving the grievances of the security holders of our Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.;

(3) Giving effect to allotment of equity shares, approval of transfer or transmission of equity shares, debentures or any other securities;

(4) Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

(5) Review of measures taken for effective exercise of voting rights by shareholders;

(6) Review of adherence to the service standards adopted by our Company in respect of various services being rendered by the registrar and share transfer agent;

(7) review of the various measures and initiatives taken by our Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of our company; and

(8) Carrying out any other functions required to be carried out by the Stakeholders Relationship Committee as contained in the Companies Act, 2013 or the SEBI Listing Regulations, uniform listing agreements or any other applicable law, as and when amended from time to time, and performing such other functions as may be necessary or appropriate for the performance of its duties

The Corporate Social Responsibility Committee was constituted by a resolution of our Board dated July 24, 2019 and was last reconstituted on November 12, 2024. The composition and terms of reference ofthe Corporate Social Responsibility Committee are in compliance with Section 135 and any other applicable law of the Companies Act, 2013. The Corporate Social Responsibility Committee currently comprises of:

The Corporate Social Responsibility Committee shall be responsible for, among other things, as may be required under applicable law, the following:

- To formulate and recommend to the Board a Corporate Social Responsibility Policy, if required which shall indicate the activities to be undertaken by our Company in the areas or subjects specified in Schedule VII of the Companies Act, 2013;

- To recommend the amount of expenditure, if required to be incurred on the activities referred in point a above;

- To monitor the Corporate Social Responsibility Policy of our Company from time to time: and

- Any other matter that the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board from time to time.

The Risk Management Committee was constituted by a resolution of our Board May 10, 2022 and was last reconstituted on November 12, 2024. The scope and functions of the Risk Management Committee are in compliance with Regulation 21 of the SEBI Listing Regulations. The Risk Management Committee currently comprises of:

The role and responsibility of the Risk Management Committee shall be as follows:

(1) To formulate a detailed risk management policy which shall include:

(a) A framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, environment, social and governance related risks), information, data privacy, cyber security risks or any other risk as may be determined by the Risk Management Committee; (b) Measures for risk mitigation including systems and processes for internal control of identified risks; and (c) Business continuity plan;

(2) Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of our Company;

(3) Monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

(4) Periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity, and recommend for any amendment or modification thereof, as necessary;

(5) Keep the Board of our Company informed about the nature and content of its discussions, recommendations and actions to be taken;

(6) Review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any);

(7) Implement and monitor policies and/or processes for ensuring cyber security;

(8) Coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board; and

(9) Any other similar or other functions as may be laid down by the Board from time to time and/or as may be required under applicable law, as and when amended from time to time, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

In addition to Abhiraj Singh Bhal, who is our Chairperson, Managing Director and Chief Executive Officer,

Raghav Chandra and Varun Khaitan, our Executive Directors, whose details are provided in "- Brief Profiles of our Directors" above, the details of our other Key Managerial Personnel as on the date of this Red Herring Prospectus are set forth below.

Abhay Krishna Mathur is the Chief Financial Officer of our Company and is responsible for the Finance and Administration functions of our Company. He is a fellow member of the Institute of Chartered Accountants of India. Prior to joining our Company on February 24, 2020, he was associated with Hindustan Unilever Limited and Kimberly-Clark Lever Private Limited. For Financial Year 2025, he was paid an aggregate compensation of

21.58 million.

Sonali Singh is the Company Secretary and Compliance Officer of our Company and is responsible for ensuring managerial, secretarial and regulatory compliances of our Company. She has been associated with our Company since March 24, 2025. She is an associate of the Institute of Company Secretaries of India. She holds a bachelors degree in commerce from the University of Delhi, New Delhi. She also holds a bachelors degree in law from

Chaudhary Charan Singh University, Meerut. She was previously associated with One97 Communications Limited, State Bank of India and InterGlobe Aviation Limited. While no remuneration was paid to her in Financial Year 2025, 0.15 million was paid to her as deferred compensation for Financial Year 2025.

Mukund Kulashekaran is the Chief Business Officer - India of our Company since January 1, 2022. He has been associated with our Company since July 2, 2018. He is responsible for our consumer services business in India. He holds a bachelors degree in computer science and engineering from the Regional Engineering College, Tiruchirappalli, Tamil Nadu and a masters degree in business administration and management from the Amos Tuck School of Business at Dartmouth. Prior to joining our Company, he was associated with ITC Limited, Boston Consulting Group (India) Private Limited and Zomato Limited. For Financial Year 2025, he was paid an aggregate compensation of 17.70 million.

Neha Mathur is the Chief Human Resources Officer of our Company since January 1, 2025. She has been associated with our Company since April 12, 2021. She is responsible for employee engagement, organizational development, compensation and benefits, and human resource transformation. She holds a bachelors degree in business studies from College of Business Studies, University of Delhi, New Delhi and a masters degree in personnel management and industrial relations from Tata Institute of Social Sciences. Prior to joining our Company she was associated with the Coca-Cola Company, Reckitt Benckiser (India) Limited, Accenture India Private Limited, GE India Industrial Private Limited and Uber India Systems Private Limited. For Financial Year 2025, she was paid an aggregate compensation of 13.59 million.

Kanav Arora is the Senior Vice President Engineering of our Company since October 5, 2020. He has been associated with our Company since April 18, 2016. He is responsible for technology strategy, platform development, user experience, process automation, infrastructure management. He holds a bachelors degree in science from University of California, Berkeley. Prior to joining our Company, he was associated with Microsoft Corporation, Stuph Inc. and Pocket Gems, Inc. For Financial Year 2025, he was paid an aggregate compensation of 16.65 million.

Richa Mohanty Rao is the General Counsel of our Company since May 1, 2023. She is responsible for corporate governance, legal compliance, risk management, contract negotiations, dispute resolution, legal operation. She holds a bachelors degree in law and business administration from Symbiosis Law School, Pune. Prior to joining our Company, she was associated with Amarchand Mangaldas & Suresh A Shroff & Co and Cyril Amarchand Mangaldas as a partner. For Financial Year 2025, she was paid an aggregate compensation of 9.66 million.

Rahul Teotia is the Vice President, Marketing of our Company since February 1, 2024. He has been associated with our Company since October 3, 2019. He is responsible for brand strategy, digital marketing, and campaign management. He holds a bachelors degree in engineering from University of Delhi, New Delhi and holds a postgraduate diploma in management from the Indian Institute of Management, Indore. Prior to joining our Company, he was associated with Boston Consulting Group (India) Private Limited, NTPC Limited and Rivigo Services Private Limited. For Financial Year 2025, he was paid an aggregate compensation of 9.37 million.

Nitesh Agarwal is the Vice President, UT DMCC of our Company since March 1, 2022. He has been associated with our Company since January 29, 2020. He is responsible for revenue growth, market expansion, strategic planning, and business operations in the Middle East. He holds a bachelors degree in mechanical engineering from the Indian Institute of Technology, Kanpur and post graduate degree in management from Indian Institute of Management, Ahmedabad. Prior to joining our Company, he was associated with Opera Solutions India Private Limited. For Financial Year 2025, he was paid an aggregate compensation of AED 0.90 million.

None of the Key Managerial Personnel or Senior Management of our Company have been appointed pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others.

Except Nitesh Agarwal, who is an employee for UT DMCC, all the Key Managerial Personnel and Senior Management are permanent employees of our Company.

None of our Key Managerial Personnel and Senior Management are related to each other.

None of our Key Managerial Personnel or Senior Management are party to any bonus or profit-sharing plan of our Company.

Except as disclosed in "Capital Structure - Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company" beginning on page 247, none of our Key Managerial Personnel or Senior Management, hold any Equity Shares in our Company as on the date of this Red Herring Prospectus.

No officer of our Company, including our Directors, Key Managerial Personnel and Senior Management has entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment or retirement.

There is no contingent or deferred compensation payable to our Key Managerial Personnel and Senior Management, which does not form part of their remuneration, for the Financial Year 2025.

Other than as disclosed in "- Interest of Directors" and "-Payment or benefit to Key Managerial Personnel and Senior Management of our Company" above, the Key Managerial Personnel and Senior Management of our Company do not have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business.

Except as disclosed below, there are no other changes in our Key Managerial Personnel or Senior Management during the three years immediately preceding the date of this Red Herring Prospectus are set forth below:

For details of the ESOP-2015 and ESOP-2022, see "Capital Structure Employee Stock Option Schemes" beginning on page 151.

No non-salary related amount or benefit has been paid or given to any of our Companys officers including our

Directors, Key Managerial Personnel and Senior Management within the two preceding years of this Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their employment.

Abhiraj Singh Bhal, Raghav Chandra and Varun Khaitan are the Promoters of our Company. As on the date of this Red Herring Prospectus, our Promoters hold in aggregate 293,287,500 Equity Shares on a fully diluted basis which constitutes 19.95% of the subscribed and paid-up share capital of our Company, on a fully diluted basis*.

For details of shareholding of each of the Promoters in our Company, see "Capital Structure - Build-up of

Promoters shareholding in our Company" beginning on page 139.

Our Company confirms that the respective PANs, bank account numbers, passport numbers, Aadhaar card numbers and driving license numbers of our Promoters were submitted to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus.

Other than as disclosed in this section under "- Promoter Group" and in the section "Our Management" beginning on pages 299 and 280 respectively, our Promoters are not involved in any other ventures.

Change in the management and control of our Company

Our Promoters are the original promoters of our Company. There has been no change in the control of our Company in the last five years preceding the date of this Red Herring Prospectus.

Our Promoters are interested in our Company to the extent: (i) that they have promoted our Company; (ii) of their directorships in our Company; (iii) of their shareholding in our Company (iv) any dividend declared thereon; and (v) other distributions in respect of the Equity Shares held by them. For further details of the shareholding of our

Promoters in our Company, see "Capital Structure -Build-up of the Promoters shareholding in our Company" beginning on page 139.

Our Promoters are also our Directors and may be deemed to be interested to the extent of their remuneration/fee, service considerations, benefits and reimbursement of expenses, payable to them. For further details, see "Our Management - Interest of Directors" and "Restated Consolidated Financial Information Note 38 Related party transactions" beginning on pages 286 and 379, respectively.

Our Promoters have no interest in any property acquired by our Company during the three years preceding the date of this Red Herring Prospectus, or proposed to be acquired, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery etc.

Our Promoters are not interested as a member in any firm or company which has any interest in our Company. No sum has been paid or agreed to be paid to any of our Promoters or to any firm or company in which any of our Promoters are interested as a member, in cash or shares or otherwise by any person either to induce any of our Promoters to become, or qualify them as a director, or otherwise for services rendered by any of our Promoters or by such firm or company in connection with the promotion or formation of our Company.

Except in ordinary course of business and as disclosed in, "Our Management" and "Restated Consolidated Financial Information" beginningon pages 280 and 302, respectively, no amount or benefit has been paid or given to our Promoters or members of our Promoter Group during the two years preceding the filing of this Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoters or members of our Promoter Group.

Our Promoters have not given any material guarantee to any third party with respect to the Equity Shares, as on the date of this Red Herring Prospectus.

Our Promoters have not disassociated themselves from any company or firm during the three years preceding the date of this Red Herring Prospectus.

Apart from our Promoters, the following individuals and entities constitute our Promoter Group in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations.

The natural persons who are part of our Promoter Group, other than our Promoters, are as follows:

The entities forming part of our Promoter Group are as follows:

- Abhiraj Singh Bhal Family Trust;

- Ascent Eduvision Private Limited;

- Deepak Kanwar & Sons HUF;

- Dreamy Atoms Consumer Private Limited;

- Jai Balaji Packaging;

- Kanwar Nursing Home Private Limited;

- Raghav Chandra Musaddi Trust;

- Rohit Musaddi HUF;

- Shyam Sunder Kanwar & Sons HUF; and

- Varun Khaitan Family Trust.