RED HERRING PROSPECTUS

Dated September 2, 2025

Please read Section 32 of the Companies Act
100% Book Built Offer

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this Red Herring Prospectus)
URBAN COMPANY LIMITED
(formerly UrbanClap Technologies India Limited)

CORPORATE IDENTITY NUMBER: U74140DL2014PLC274413

REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON TELEPHONE & E-MAIL WEBSITE
Unit No. 8, Ground Floor, 7th and 8th Floor, Plot No. 183, Sonali Singh, Company +91 124 405 8254 [Link]
Rectangle 1, D-4 Saket Rajiv Nagar, Udyog Vihar Secretary and Compliance cs@[Link]
District Centre, New Delhi Phase 1, Sector 20, Gurugram Officer
110 017, Delhi, India 122 016, Haryana, India
PROMOTERS OF OUR COMPANY: ABHIRAJ SINGH BHAL, RAGHAV CHANDRA AND VARUN KHAITAN
DETAILS OF OFFER TO THE PUBLIC
Type Fresh Offer for Total Offer size Eligibility and Reservation
Issue size Sale size
Fresh Issue [●] Equity [●] Equity [●] Equity Shares The Offer is being made pursuant to Regulation 6(2) of the Securities and Exchange Board of
and Offer Shares of Shares of of face value of ₹1 India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI
for Sale face value face value of each aggregating ICDR Regulations”) as our Company does not fulfill the requirement under Regulations 6(1)
of ₹1 each ₹1 each up to ₹ 19,000 of the SEBI ICDR Regulations. See “Other Regulatory and Statutory Disclosures – Eligibility
aggregating aggregating million for the Offer” beginning on page 454. For details in relation to share reservation among
up to ₹ up to ₹ Qualified Institutional Buyers (“QIBs”), Non-Institutional Bidders (“NIBs”), Retail Individual
4,720 14,280 Bidders (“RIBs”) and Eligible Employees, see “Offer Structure” beginning on page 482.
million million
DETAILS OF THE SELLING SHAREHOLDERS, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF ACQUISITION
Weighted Average Cost of Acquisition per Equity
Number of Offered Shares/ Amount
Name Type Share held by the Selling Shareholder (in ₹) (on a
(₹ in million)
fully diluted basis)^*
Accel India IV (Mauritius) Limited Investor Selling [●] Equity Shares of face value of ₹1 3.77
Shareholder each aggregating up to ₹ 3,900 million
Bessemer India Capital Holdings II Ltd. Investor Selling [●] Equity Shares of face value of ₹1 7.14
Shareholder each aggregating up to ₹ 1,730 million
Elevation Capital V Limited (formerly Investor Selling [●] Equity Shares of face value of ₹1 5.39
known as SAIF Partners India V Limited) Shareholder each aggregating up to ₹ 3,460 million
Internet Fund V Pte. Ltd. Investor Selling [●] Equity Shares of face value of ₹1 61.65
Shareholder each aggregating up to ₹ 3,030 million
VYC11 Limited Investor Selling [●] Equity Shares of face value of ₹1 20.40
Shareholder each aggregating up to ₹ 2,160 million
^
As certified by J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), by way of their certificate dated September 2, 2025.
*
The amount paid on the acquisition of the Preference Shares have been considered for calculating the weighted average cost of acquisition per Equity Share.
RISKS IN RELATION TO THE FIRST OFFER
The face value of the Equity Shares of our Company is ₹ 1 each. This being the first public issue of our Company, there has been no formal market for the Equity
Shares of our Company. The Floor Price, the Cap Price and the Offer Price, as determined by our Company, in consultation with the book running lead managers
(“BRLMs”), on the basis of the assessment of market demand for the Equity Shares by way of the book building process, in accordance with the SEBI ICDR
Regulations, and as stated in “Basis for Offer Price” beginning on page 169, should not be considered to be indicative of the market price of the Equity Shares after
the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity
Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the
risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an
investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have
neither been recommended nor approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the
contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 33.
OUR COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard
to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is true and correct in all
material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts,
the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in
any material respect. Further, each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms only the statements specifically
made by such Selling Shareholder in this Red Herring Prospectus to the extent of information specifically pertaining to it and/or its respective portion of the Offered
Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each of the Selling
Shareholders, severally and not jointly, assumes no responsibility for any other statements, disclosures and undertakings, in this Red Herring Prospectus, including,
inter alia, any of the statements, disclosures and undertakings made or confirmed by or in relation to our Company or our Company’s business or any other Selling
Shareholders or any other person(s).
LISTING
The Equity Shares that will be offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited (“BSE”) and
National Stock Exchange of India Limited (“NSE, and together with the BSE, the “Stock Exchanges”). For the purposes of the Offer, the Designated Stock
Exchange shall be NSE.
BOOK RUNNING LEAD MANAGERS
NAME LOGO CONTACT TELEPHONE AND E-MAIL
 PERSON
Kotak Mahindra Capital Company Ganesh Rane +91 22 4336 0000
Limited [Link]@[Link]

Morgan Stanley India Company Private Sumit Kumar +91 22 6118 1000
Limited Agarwal urbancompanyipo@[Link]
Goldman Sachs (India) Securities Anant Gupta +91 22 6616 9000
Private Limited urbancompanyipo@[Link]
Prachee Dhuri +91 22 6630 3030
JM Financial Limited [Link]@[Link]
REGISTRAR TO THE OFFER
NAME CONTACT PERSON TELEPHONE AND E-MAIL
MUFG Intime India Private Limited Shanti +91 81 0811 4949
(formerly as Link Intime India Private Gopalkrishnan [Link]@[Link]
Limited)
BID/ OFFER PERIOD
ANCHOR INVESTOR Tuesday, September BID/ OFFER OPENS Wednesday, September BID/ OFFER CLOSES Friday, September
BID/OFFER DATE 9, 2025* ON 10, 2025 ON 12, 2025#
*
Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations.
#
UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date.
 RED HERRING PROSPECTUS
Dated September 2, 2025
Please read Section 32 of the Companies Act
100% Book Built Offer

URBAN COMPANY LIMITED

(formerly UrbanClap Technologies India Limited)
Our Company was incorporated as “UrbanClap Technologies India Private Limited”, a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation issued by the Registrar of Companies, National
Capital Territory of Delhi and Haryana situated at New Delhi, India on December 22, 2014. Subsequently, upon conversion of our Company into a public limited company, our name was changed to “UrbanClap Technologies India Limited”
pursuant to a resolution passed by our Board dated January 21, 2025 and by our Shareholders on January 31, 2025, and a fresh certificate of incorporation was issued by the Registrar of Companies, Delhi and Haryana at New Delhi (“RoC”)
on February 13, 2025. The name of our Company was changed to “Urban Company Limited” pursuant to a Board resolution dated February 19, 2025 and a special resolution dated March 18, 2025 passed by the Shareholders, consequent
upon which, a fresh certificate of incorporation dated April 2, 2025 was issued by the RoC. For details of the change in the registered office of our Company, see “History and Certain Corporate Matters – Changes in the Registered Office”
beginning on page 266.

Corporate Identity Number: U74140DL2014PLC274413

Registered Office: Unit No. 8, Ground Floor, Rectangle 1, D-4 Saket District Centre, New Delhi 110 017, Delhi, India
th th
Corporate Office: 7 and 8 Floor, Plot No. 183, Rajiv Nagar, Udyog Vihar Phase 1, Sector 20, Gurugram 122 016, Haryana, India
Contact Person: Sonali Singh, Company Secretary and Compliance Officer; Tel: +91 124 405 8254
E-mail: cs@[Link]; Website: [Link]

PROMOTERS OF OUR COMPANY: ABHIRAJ SINGH BHAL, RAGHAV CHANDRA AND VARUN KHAITAN
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH (“EQUITY SHARES”) OF URBAN COMPANY LIMITED (FORMERLY URBANCLAP TECHNOLOGIES INDIA
LIMITED) (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE) (THE “OFFER PRICE”) AGGREGATING UP TO
₹ 19,000 MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF [●] EQUITY SHARES AGGREGATING UP TO ₹ 4,720 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF [●] EQUITY SHARES
AGGREGATING UP TO ₹ 14,280 MILLION (THE “OFFER FOR SALE”), COMPRISING AN OFFER FOR SALE OF [●] EQUITY SHARES AGGREGATING UP TO ₹ 3,900 MILLION BY ACCEL INDIA IV (MAURITIUS)
LIMITED, [●] EQUITY SHARES AGGREGATING UP TO ₹ 1,730 MILLION BY BESSEMER INDIA CAPITAL HOLDINGS II LTD., [●] EQUITY SHARES AGGREGATING UP TO ₹ 3,460 MILLION BY ELEVATION
CAPITAL V LIMITED (FORMERLY KNOWN AS SAIF PARTNERS INDIA V LIMITED), [●] EQUITY SHARES AGGREGATING UP TO ₹ 3,030 MILLION BY INTERNET FUND V PTE. LTD. AND [●] EQUITY
SHARES AGGREGATING UP TO ₹ 2,160 MILLION BY VYC11 LIMITED (COLLECTIVELY, THE “INVESTOR SELLING SHAREHOLDERS” OR THE “SELLING SHAREHOLDERS” AND SUCH EQUITY SHARES
OFFERED BY THE INVESTOR SELLING SHAREHOLDERS, THE “OFFERED SHARES”).

THE OFFER INCLUDES A RESERVATION OF [●] EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH, AGGREGATING UP TO ₹ 25 MILLION (CONSTITUTING UP TO [●]% OF THE POST OFFER PAID-UP
EQUITY SHARE CAPITAL OF OUR COMPANY), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION
PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY
SHARE CAPITAL OF OUR COMPANY.

THE PRICE BAND AND THE MINIMUM BID LOT SHALL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS
(A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND ALL EDITIONS OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, HINDI BEING THE REGIONAL
LANGUAGE OF NEW DELHI WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO
STOCK EXCHANGES FOR THE PURPOSES OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.
In case of any revision in the Price Band, the Bid/ Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases of
force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of one Working Day, subject to the Bid/ Offer Period not exceeding 10 Working
Days. Any revision in the Price Band and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the respective websites
of the BRLMs and at the terminals of the Syndicate Members and by an intimation to Designated Intermediaries and the Sponsor Bank, as applicable.
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book Building
Process and is in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein in accordance with Regulation 32(2) of the SEBI ICDR Regulations not less than 75% of the Net Offer shall be available for allocation on a
proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (the
“Anchor Investor Portion”), out of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the
SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (“Net QIB Portion”). Further, 5% of the QIB Portion (excluding the
Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors),
including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the QIB Portion, the balance Equity Shares available for allocation in the
Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs. If at least 75% of the Net Offer cannot be Allotted to QIBs, then the entire application money will be refunded forthwith. Further, not
more than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders (“NIBs”) (the “Non-Institutional Portion”) out of which (a) one-third of such portion shall be reserved for applicants
with application size of more than ₹ 200,000 and up to ₹1,000,000; and (b) two-third of such portion shall be reserved for applicants with application size of more than ₹1,000,000, provided that the unsubscribed portion in either of such sub-
categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders and not more than 10% of the Net Offer shall be available for allocation to Retail Individual Bidders (“RIBs”) (the “Retail Individual Portion”)
in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation
Portion, subject to valid Bids received from them at or above the Offer Price. All potential Bidders, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process, providing
details of their respective bank accounts (including UPI ID (defined hereinafter) in case of RIBs) in which the Bid Amount will be blocked by the SCSBs, to participate in the Offer. Anchor Investors are not permitted to participate in the
Offer through the ASBA process. For details, see “Offer Procedure” beginning on page 486.
RISKS IN RELATION TO THE FIRST OFFER
The face value of the Equity Shares is ₹ 1 each. This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The Floor Price, the Cap Price and the Offer Price, as determined by
our Company, in consultation with the BRLMs, on the basis of the assessment of market demand for the Equity Shares by way of the book building process, in accordance with the SEBI ICDR Regulations, and as stated in “Basis for Offer
Price” beginning on page 169, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or
regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk
factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer
have not been recommended or approved by the SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 33.
ISSUER’S AND THE SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer,
that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no
other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Further, each of the Selling Shareholders,
severally and not jointly, accepts responsibility for and confirms only the statements specifically made by such Selling Shareholder in this Red Herring Prospectus to the extent of information specifically pertaining to it and/or its respective
portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assumes no
responsibility for any statements, disclosures and undertakings, in this Red Herring Prospectus, including, inter alia, any of the statements, disclosures and undertakings made or confirmed by or in relation to our Company or our Company’s
business or any other Selling Shareholders or any other person(s).
LISTING
The Equity Shares to be offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to
letters, each dated July 16, 2025. For the purposes of the Offer, NSE shall be the Designated Stock Exchange. A signed copy of this Red Herring Prospectus has been filed with the RoC and the Prospectus shall be delivered to the RoC in
accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material
Contracts and Documents for Inspection” beginning on page 553.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

Kotak Mahindra Capital Company Limited Morgan Stanley India Company Private Goldman Sachs (India) Securities Private JM Financial Limited MUFG Intime India Private Limited
1st Floor, 27 BKC Limited Limited 7th Floor, Cnergy, Appasaheb Marathe (formerly as Link Intime India Private
Plot No. C – 27, ‘G’ Block Altimus, Level 39 and 40 9th and 10th Floor, Ascent – Worli, Marg, Prabhadevi, Mumbai 400 025 Limited)
Bandra Kurla Complex Pandurang Budhkar Marg, Worli Sudam Kalu Ahire Marg, Maharashtra, India C-101, 1st Floor, 247 Park
Bandra (East), Mumbai 400051 Mumbai 400 018, Maharashtra, India Worli, Mumbai 400 025, Tel: +91 22 6630 3030 L.B.S. Marg, Vikhroli (West)
Maharashtra, India Tel: +91 22 6118 1000 Maharashtra, India E-mail: [Link]@[Link] Mumbai 400 083
Tel: +91 22 4336 0000 E-mail: urbancompanyipo@[Link] Tel: +91 22 6616 9000 Website: [Link] Maharashtra, India
E-mail: [Link]@[Link] Website: [Link] E-mail: urbancompanyipo@[Link] Investor Grievance E-mail: Tel: : +91 81 0811 4949
Website: [Link] Investor Grievance E-mail: Website: [Link] [Link]@[Link] E-mail:
Investor Grievance E-mail: investors_india@[Link] Investor Grievance E-mail: india-client- Contact Person: Prachee Dhuri [Link]@[Link]
kmccredressal@[Link] Contact Person: Sumit Kumar Agarwal support@[Link] SEBI Registration No.: INM000010361 Website: https:://[Link]
Contact Person: Ganesh Rane SEBI Registration No.: INM000011203 Contact Person: Anant Gupta Investor Grievance E-mail:
SEBI Registration No.: INM000008704 SEBI Registration No.: INM000011054 [Link]@[Link]
Contact Person: Shanti
Gopalkrishnan
SEBI Registration No.: INR000004058
BID/ OFFER PROGRAMME
ANCHOR INVESTOR BID/OFFER DATE Tuesday, September 9, 2025* BID/ OFFER OPENS ON Wednesday, September 10, 2025 BID/ OFFER CLOSES ON Friday, September 12, 2025#
*
Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations.
#
UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date.
(This page is intentionally left blank)
 TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ............................................................................................................................... 1
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ......................... 15
FORWARD-LOOKING STATEMENTS .............................................................................................................................. 19
SUMMARY OF THIS RED HERRING PROSPECTUS ....................................................................................................... 21
SECTION II: RISK FACTORS .............................................................................................................................................. 33
SECTION III: INTRODUCTION .......................................................................................................................................... 87
THE OFFER ........................................................................................................................................................................... 87
SUMMARY OF RESTATED CONSOLIDATED FINANCIAL INFORMATION .............................................................. 89
GENERAL INFORMATION................................................................................................................................................. 95
CAPITAL STRUCTURE ..................................................................................................................................................... 104
OBJECTS OF THE OFFER ................................................................................................................................................. 158
BASIS FOR OFFER PRICE ................................................................................................................................................. 169
STATEMENT OF SPECIAL TAX BENEFITS ................................................................................................................... 179
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ..................................................................................... 184
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 192
INDUSTRY OVERVIEW .................................................................................................................................................... 192
OUR BUSINESS .................................................................................................................................................................. 218
KEY REGULATIONS AND POLICIES ............................................................................................................................. 257
HISTORY AND CERTAIN CORPORATE MATTERS ..................................................................................................... 266
OUR MANAGEMENT ........................................................................................................................................................ 280
OUR PROMOTERS AND PROMOTER GROUP............................................................................................................... 298
DIVIDEND POLICY ........................................................................................................................................................... 301
SECTION V: FINANCIAL INFORMATION ..................................................................................................................... 302
RESTATED CONSOLIDATED FINANCIAL INFORMATION ....................................................................................... 302
OTHER FINANCIAL INFORMATION .............................................................................................................................. 405
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
.............................................................................................................................................................................................. 406
CAPITALISATION STATEMENT ..................................................................................................................................... 440
FINANCIAL INDEBTEDNESS .......................................................................................................................................... 441
SECTION VI: LEGAL AND OTHER INFORMATION ................................................................................................... 442
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ........................................................................... 442
GROUP COMPANY............................................................................................................................................................ 449
GOVERNMENT AND OTHER APPROVALS .................................................................................................................. 450
OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................................................... 453
SECTION VII: OFFER INFORMATION........................................................................................................................... 476
TERMS OF THE OFFER ..................................................................................................................................................... 476
OFFER STRUCTURE ......................................................................................................................................................... 482
OFFER PROCEDURE ......................................................................................................................................................... 486
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................................................... 507
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................. 509
SECTION IX: OTHER INFORMATION ........................................................................................................................... 553
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................. 553
DECLARATION ................................................................................................................................................................. 557
 SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, shall have the meaning as provided below. The words and expressions used in this Red
Herring Prospectus but not defined herein, shall have, to the extent applicable, the meanings ascribed to such
terms under the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Depositories Act, 1996,
each as amended or the rules and regulations made thereunder. References to any legislation, act, regulation,
rule, guideline, policy, circular, notification or clarification shall be to such legislation, act, regulation, rule,
guideline, policy, circular, notification or clarification as amended, supplemented or re-enacted from time to time,
and any reference to a statutory provision shall include any subordinate legislation made from time to time under
that provision.

Unless the context otherwise indicates, all references to “the Company”, “our Company”, “the Issuer” are
references to Urban Company Limited (formerly UrbanClap Technologies India Limited), a public limited
company incorporated in India under the Companies Act, 2013 with its registered office at Unit No. 8, Ground
Floor, Rectangle 1, D-4 Saket District Centre, New Delhi 110 017, Delhi, India and corporate office at 7th and 8th
Floor, Plot No. 183, Rajiv Nagar, Udyog Vihar Phase 1, Sector 20, Gurugram 122 016, Haryana, India.
Furthermore, unless the context otherwise indicates, all references to the terms “we”, “us”, “our” and the
“Group” are to our Company and our Subsidiaries (as defined below) on a consolidated basis.

Notwithstanding the foregoing, the terms used in “Industry Overview”, “Key Regulations and Policies”,
“Statement of Special Tax Benefits”, “Restated Consolidated Financial Information”, “Outstanding
Litigation and Material Developments”, “Offer Procedure” and “Main Provisions of Articles of Association”
beginning on pages 192, 257, 179, 302, 442, 486 and 509, respectively, shall have the meaning ascribed to them
in the relevant section.

Company related terms

Term Description
Abhiraj Singh Bhal Family Abhiraj Singh Bhal Family Trust, established by a deed of settlement dated February 5, 2025
Trust
AoA / Articles of Association The articles of association of our Company, as amended
/ Articles
Audit Committee The audit committee of our Board, as described in “Our Management – Board Committees
– Audit Committee” beginning on page 288
Board / Board of Directors The board of directors of our Company, or a duly constituted committee thereof where
applicable or implied by context. For details, see “Our Management – Our Board”
beginning on page 280
Chairperson The chairperson of the board of directors of our Company. For details, see “Our Management
– Our Board” beginning on page 280
Chief Executive Officer/ The chief executive officer of our Company, namely, Abhiraj Singh Bhal. For details, see
CEO “Our Management – Key Managerial Personnel and Senior Management” beginning on
page 295
Chief Financial Officer/ The chief financial officer of our Company, namely, Abhay Krishna Mathur. For details, see
CFO “Our Management - Key Managerial Personnel and Senior Management” beginning on
page 295
Company Secretary and The company secretary and compliance officer of our Company, namely, Sonali Singh. For
Compliance Officer details, see “Our Management – Key Managerial Personnel and Senior Management”
beginning on page 295
Corporate Office The corporate office of our Company situated at 7th and 8th Floor, Plot No. 183, Rajiv Nagar,
Udyog Vihar Phase 1, Sector 20, Gurugram 122 016, Haryana, India
CSR Committee The corporate social responsibility committee of our Board, as described in “Our
Management – Board Committees – CSR Committee” beginning on page 292
Director(s) The director(s) on our Board. For details, see “Our Management – Our Board” beginning
on page 280
Direct Subsidiary The direct Subsidiaries of our Company are (i) Handy Home and (ii) Urban Home Experts as
disclosed in “History and Certain Corporate Matters - Our Subsidiaries – Direct
Subsidiaries” beginning on page 276
Equity Shares The equity shares of our Company bearing face value of ₹1 each

1
 Term Description
ESOP – 2015 Employee Stock Option Scheme 2015, as amended
ESOP – 2022 Employee Stock Option Plan 2022, as amended
ESOP Schemes Together, ESOP – 2015 and ESOP – 2022
Executive Directors The executive directors on our Board, namely, Abhiraj Singh Bhal, Raghav Chandra and
Varun Khaitan. For details, see “Our Management – Our Board” beginning on page 280
Group Company The group company identified in accordance with SEBI ICDR Regulations, whereunder the
term “group company” includes (i) companies (other than our Subsidiaries) with which there
were related party transactions during the three months ended June 30, 2025, June 30, 2024
and the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, in
accordance with Ind AS 24, and (ii) any other companies as considered material by our
Board, in accordance with our Materiality Policy, and as identified in “Our Group
Company” on page 449
Handy Home Handy Home Solutions Private Limited
Independent Chartered J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N)
Accountant
Independent Directors The independent directors on our Board, namely, Ashish Gupta, Ireena Vittal, Rajesh
Gopinathan and Shyamal Mukherjee. For details, see “Our Management – Our Board”
beginning on page 280
Investor Selling Collectively, Accel India IV (Mauritius) Limited, Bessemer India Capital Holdings II Ltd.,
Shareholders/ Selling Elevation Capital V Limited (formerly known as SAIF Partners India V Limited), Internet
Shareholders Fund V Pte. Ltd. and VYC11 Limited
IPO Committee The IPO committee of our Board constituted for the purpose of the Offer
Joint Venture Company WAED Khadmat Al-Munzal for Marketing as disclosed in “History and Certain
Corporate Matters – Joint Ventures” beginning on page 274
Key Managerial The key managerial personnel of our Company identified in terms of Regulation 2(1)(bb) of
Personnel/KMPs the SEBI ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as disclosed
in “Our Management – Key Managerial Personnel and Senior Management – Key
Managerial Personnel” beginning on page 295
Managing Director The managing director on our Board, namely, Abhiraj Singh Bhal. For details, see “Our
Management – Our Board” beginning on page 280
Material Subsidiaries For the purposes of disclosure of preparation of statement of special tax benefits Handy
Home is considered as material subsidiary, determined as per Regulation 16(1)(c) of the
SEBI Listing Regulations, in compliance with Paragraph 9(M) of Schedule VI of the SEBI
ICDR Regulations. For further details, see “Statement of Special Tax Benefits” on page
179

Further, for the purposes of disclosure of financial statements on our Company’s website,
(i) Handy Home; (ii) Urban Home Experts; (iii) UT DMCC; (iv) Urban Company Arabia;
and (v) UCT are considered as material subsidiaries, determined in accordance with
paragraph 11, I(A)(ii)(b) of Schedule VI of the SEBI ICDR Regulations. For further details,
see “Other Financial Information” on page 405
Materiality Policy The policy adopted by our Board in its meeting dated April 24, 2025 for identification of
group companies, material outstanding litigations and outstanding dues to material creditors,
in accordance with the disclosure requirements under the SEBI ICDR Regulations
MoA/Memorandum The memorandum of association of our Company, as amended from time to time
of Association
Nomination and The nomination and remuneration committee of our Board, as described in “Our Management
Remuneration Committee Board Committees – Nomination and Remuneration Committee” beginning on page 290
Non-Executive Nominee The nominee director on our Board, namely, Vamsi Krishna Duvvuri. For details see “Our
Director Management – Our Board” beginning on page 280
Preference Shares/CCPS Collectively, Series A CCPS, Series A1 CCPS, Series B CCPS, Series B1 CCPS, Series C
CCPS, Series D CCPS, Series E CCPS and Series F CCPS
Promoters The promoters of our Company, namely, Abhiraj Singh Bhal, Raghav Chandra and Varun
Khaitan
Promoter Group The individuals and entities constituting our promoter group of our Company in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations. For details, see “Our Promoters and
Promoter Group” on page 298
Raghav Chandra Musaddi Raghav Chandra Musaddi Trust, established by a deed of settlement dated February 8, 2025
Trust
Redseer Redseer Strategy Consultants Private Limited, appointed by our Company pursuant to
engagement letter dated November 4, 2024
Redseer Report Report titled “Industry Report on Home Services and Solutions” dated August 29, 2025
prepared by Redseer, commissioned and paid for by our Company and prepared exclusively
in connection with the Offer

2
 Term Description
Registered Office The registered office of our company situated at Unit No. 8, Ground Floor, Rectangle 1, D-4
Saket District Centre, New Delhi 110 017, Delhi, India
Registrar of Companies / Registrar of Companies, Delhi and Haryana at New Delhi
RoC
Restated Consolidated The restated consolidated financial information comprises the restated consolidated
Financial Information statement of assets and liabilities as at June 30, 2025, June 30, 2024, March 31, 2025, March
31, 2024 and March 31, 2023, and the restated consolidated statement of profit and loss, the
restated consolidated statement of changes in equity and the restated consolidated statement
of cash flows for the three months period(s) ended June 30, 2025 and June 30, 2024, and for
the year(s) ended March 31, 2025, March 31, 2024, March 31, 2023, notes to the restated
financial information and statement of adjustments to the audited special purpose interim
consolidated financial information for the three months period(s) ended June 30, 2025 and
June 30, 2024 and Audited Consolidated Financial Statements for the year(s) ended March
31, 2025, March 31, 2024 and March 31, 2023

The Restated Consolidated Financial Information, which has been approved by the Board
of Directors, has been prepared in accordance with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended from time to
time;
b) Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the SEBI ICDR Regulations
issued by SEBI; and (c) the Guidance Note on Reports in Company Prospectuses (Revised
2019) issued by the ICAI, as amended from time to time (the “Guidance Note”)
Risk Management The risk management committee of our Board, as described in “Our Management– Board
Committee Committees – Risk Management Committee” on page 292
Senior Management / The senior management of our Company identified in terms of Regulation 2(1)(bbbb) of the
SMP(s) SEBI ICDR Regulations, and as disclosed in “Our Management – Key Managerial
Personnel and Senior Management – Senior Management” beginning on page 295
Shareholders The holders of the Equity Shares from time to time
SHA Amended and Restated Shareholders’ Agreement dated April 22, 2021 read with first
amendment agreement dated June 10, 2021, second amendment agreement dated February 16,
2022, third amendment agreement dated December 5, 2023 and fourth amendment agreement
dated August 16, 2024 executed among our Company, Elevation Capital V Limited (formerly
known as SAIF Partners India V Limited), Accel India IV (Mauritius) Limited, Bessemer
India Capital Holdings II Ltd., VYC11 Limited, VY EM2 Limited, VYC23 Limited, Dharana
Fund, L.P. (formerly known as VY Dharana EM Technology Fund L.P.), DharanaUC Limited,
Steadview Capital Mauritius Limited, ABG Capital, Steadview Capital Opportunities PCC
Cell 0221-009, Internet Fund V Pte. Ltd., DF International Partners II, LLC, DF International
Partners V, LLC, Wellington Hadley Harbor AIV Master Investors (Cayman) III, Ltd, Naspers
Ventures B.V., Abhiraj Singh Bhal, Varun Khaitan, Raghav Chandra, Prashant Malik, Late
Ratan Naval Tata, Vamsi Krishna Duvvuri, Mekin Maheshwari, First Lap LLP, RA
Hospitality Holdings Co. Pte. Ltd, QED Innovation Labs LLP, Zishaan Mohammed Hayath,
Abhinav Sinha, Pooja Rana, Aditya Sharma, M/s. Partner Welfare Trust, Sameer Seth, Pawan
Kishor, Armish Sonkar, Amrita Mahale, Shashank Malhotra, Bikiran Goswami, Shailesh
Dudhwewala HUF, Gaurav Nigam, Debraj Ghosh, Ireena Vittal, Elysian Fintech Private
Limited, Kalpak Chhajed, Surinder Pal Singh, Amber Maheshwari, Purushottam Modani,
Srinivasarao Kalluri, Abhinav Jain, Think Investment PCC, Arohi Seed SPC – Arohi Seed SP-
1, Sanjiv Rangrass, Sri Harsha Majety, Venturesail Through LLP
SHA Amendment cum Amendment cum waiver agreement to the SHA dated March 17, 2025 executed among our
Waiver Agreement Company, Elevation Capital V Limited (formerly known as SAIF Partners India V Limited),
Accel India IV (Mauritius) Limited, Bessemer India Capital Holdings II Ltd., VYC11 Limited,
VY EM2 Limited, VYC23 Limited, Dharana Fund, L.P. (formerly known as VY Dharana EM
Technology Fund L.P.), DharanaUC Limited, Steadview Capital Mauritius Limited, ABG
Capital, Steadview Capital Opportunities PCC Cell 0221-009 , Internet Fund V Pte. Ltd., DF
International Partners II, LLC, DF International Partners V, LLC, Wellington Hadley Harbor
AIV Master Investors (Cayman) III, Ltd, Naspers Ventures B.V. Abhiraj Singh Bhal, Varun
Khaitan, Raghav Chandra, Prashant Malik, Late Ratan Naval Tata, Vamsi Krishna Duvvuri,
Mekin Maheshwari, First Lap LLP, RA Hospitality Holdings Co. Pte. Ltd, QED Innovation
Labs LLP, Zishaan Mohammed Hayath, Abhinav Sinha, Pooja Rana, Aditya Sharma, M/s.
Partner Welfare Trust, Sameer Seth, Pawan Kishor, Armish Sonkar, Amrita Mahale, Shashank
Malhotra, Bikiran Goswami, Shailesh Dudhwewala HUF, Gaurav Nigam, Debraj Ghosh,
Ireena Vittal, Elysian Fintech Private Limited, Kalpak Chhajed, Surinder Pal Singh, Amber
Maheshwari, Purushottam Modani, Srinivasarao Kalluri and Abhinav Jain, Think Investment
PCC, Arohi Seed SPC – Arohi Seed SP-1, Sanjiv Rangrass, Sri Harsha Majety Venturesail
Through LLP.

3
 Term Description
Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, as described in “Our Management–
Committee Board Committees – Stakeholders’ Relationship Committee” beginning on page 291
Statutory Auditors The current statutory auditors of our Company, being Price Waterhouse & Co Chartered
Accountants LLP
Subsidiaries The subsidiaries of our Company are (i) Handy Home; (ii) Urban Home Experts, (iii) UT
DMCC, (iv) Urban Company Arabia; and (v) UCT Onshore, as disclosed in “History and
Certain Corporate Matters - Our Subsidiaries” beginning on page 275
Step-Down Subsidiaries The step-down subsidiaries of our Company are (i) Urban Company Arabia, (ii) UCT Onshore;
(iii) UT DMCC as disclosed in “History and Certain Corporate Matters - Our Subsidiaries-
Step-down Subsidiaries” beginning on page 277
Urban Company Arabia Urban Company Arabia for Informational Technology
UC ESOP Trust Urban Company ESOP Trust
UCT Urban Company Technologies, Inc.
UCT Onshore Urban Company Technologies Onshore LLC
Urban Home Experts Urban Home Experts Pte. Limited
UT DMCC Urbanclap Technologies DMCC
Varun Khaitan Family Trust Varun Khaitan Family Trust, established by a deed of settlement dated February 5, 2025

Offer related terms

Term Description
Abridged Prospectus A memorandum containing such salient features of the prospectus as may be specified by
SEBI in this regard
Allot or Allotment or Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh
Issue and transfer of the respective portion of the Offered Shares by the Selling Shareholders
pursuant to the Offer for Sale to the successful Bidders
Allotment Advice A note or advice or intimation of Allotment sent to the successful Bidders who have been
or are to be Allotted the Equity Shares after the Basis of Allotment has been approved by
the Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder as
proof of registration of the Bid cum Application Form
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance
with the requirements specified in the SEBI ICDR Regulations and this Red Herring
Prospectus and who has Bid for an amount of at least ₹100.00 million
Anchor Investor Allocation The price at which Equity Shares will be allocated to the Anchor Investors in terms of this
Price Red Herring Prospectus. The Anchor Investor Allocation Price shall be decided by our
Company in consultation with the BRLMs on the Anchor Investor Bid/Offer Date
Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Form Portion and which will be considered as an application for Allotment in terms of the
requirements specified under the SEBI ICDR Regulations and this Red Herring Prospectus
and the Prospectus
Anchor Investor Bid/Offer The day, being one Working Day prior to the Bid/ Offer Opening Date, on which Bids by
Date Anchor Investors shall be submitted, prior to and after which the Book Running Lead
Managers will not accept any Bids from the Anchor Investors, and allocation to the Anchor
Investors shall be completed
Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to the Anchor Investors in terms
of this Red Herring Prospectus and the Prospectus which will be a price equal to or higher
than the Offer Price but not higher than the Cap Price. The Anchor Investor Offer Price will
be decided by our Company, in consultation with the BRLMs
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company, in consultation
with the BRLMs, to the Anchor Investors on a discretionary basis in accordance with the
SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for
domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds
at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR
Regulations
Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
Blocked Amount or ASBA authorising the relevant SCSB to block the Bid Amount in the relevant ASBA Account and
will include applications made by UPI Bidders, where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by UPI Bidders
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA
Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant
ASBA Form and includes a bank account maintained by a UPI Bidder linked to a UPI ID,
which is blocked upon acceptance of a UPI Mandate Request made by the UPI Bidders
using the UPI Mechanism

4
 Term Description
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form(s) An application form, whether physical or electronic, used by ASBA Bidders to submit Bids,
which will be considered as the application for Allotment in terms of this Red Herring
Prospectus and the Prospectus
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), the Public Offer Account Bank(s), the Sponsor
Bank(s) and the Refund Bank(s), as the case may be
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer as
described in “Offer Procedure” beginning on page 486
Bid(s) An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant to
the submission of an ASBA form, or on the Anchor Investor Bidding Date by an Anchor
Investor, pursuant to submission of a Bid cum Application Form, to subscribe for or purchase
our Equity Shares at a price within the Price Band, including all revisions and modifications
thereto, to the extent permissible under the SEBI ICDR Regulations and in terms of this Red
Herring Prospectus and the Bid cum Application Form. The term ‘Bidding’ shall be construed
accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable
by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case may be,
upon submission of the Bid in the Offer, as applicable

In the case of Retail Individual Bidders Bidding at the Cut-off Price, the Bid Amount is the
Cap Price multiplied by the number of Equity Shares Bid for by such RIB and mentioned in
the Bid cum Application Form

The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹ 500,000 (net of employee discount, if any). However, the initial
Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹
200,000 (net of employee discount, if any). Only in the event of an undersubscription in the
Employee Reservation Portion, such unsubscribed portion may be Allotted on a
proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion,
for a value in excess of ₹ 200,000 (net of employee discount, if any) subject to the total
Allotment to an Eligible Employee not exceeding ₹ 500,000 (net of employee discount, if
any)
Bid cum Application Form The form in terms of which the Bidder shall make a Bid, including an ASBA Form, and which
shall be considered as the application for the Allotment pursuant to the terms of this Red
Herring Prospectus and the Prospectus
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries will not accept any Bids, which shall be notified in all editions
of Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi
national daily newspaper Hindi being the regional language of New Delhi, where our
Registered Office is located, each with wide circulation. In case of any revision, the
extended Bid/Offer Closing Date shall also be notified on the websites of the BRLMs and
at the terminals of the Members of the and communicated to the Designated Intermediaries
and the Sponsor Banks, which shall also be notified in an advertisement in the same
newspapers in which the Bid/Offer Opening Date was published, as required under the SEBI
ICDR Regulations. Our Company in consultation with the BRLMs may consider closing
the Bid/ Offer Period for the QIB Portion one Working Day prior to the Bid/ Offer Closing
Date in accordance with the SEBI ICDR Regulations
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, which shall be notified in all editions
of Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi
national daily newspaper Hindi being the regional language of New Delhi, where our
Registered Office is located, each with wide circulation
Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date and
the Bid/Offer Closing Date, inclusive of both days, during which prospective Bidders can
submit their Bids, including any revisions thereof in accordance with the SEBI ICDR
Regulations and the terms of this Red Herring Prospectus. Provided, however, that the
Bidding shall be kept open for a minimum of three Working Days for all categories of
Bidders, other than Anchor Investors
Bidder/ Applicant/ Any prospective investor who makes a Bid pursuant to the terms of this Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor
Bidding Centres The centres at which the Designated Intermediaries shall accept the Bid cum Application
Forms, i.e., Designated Branches for SCSBs, Specified Locations for the Syndicate, Broker

5
 Term Description
Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP
Locations for CDPs
Book Building Process The book building process as described in Part A of Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer is being made
Book Running Lead Managers Collectively, Kotak, Morgan Stanley, Goldman Sachs and JM Financial
or BRLMs
Broker Centres The broker centres notified by the Stock Exchanges where Bidders can submit the ASBA
Forms to a Registered Broker. The details of such Broker Centres, along with the names and
the contact details of the Registered Brokers are available on the respective websites of the
Stock Exchanges and updated from time to time
CAN or Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have
Allocation Note been allocated the Equity Shares, on or after the Anchor Investor Bid/ Offer Date
Cap Price The higher end of the Price Band, i.e. ₹[●] per Equity Share, subject to any revisions thereto,
above which the Offer Price and the Anchor Investor Offer Price will not be finalised and
above which no Bids will be accepted including any revisions thereof. The Cap Price shall be
at least 105% of the Floor Price and not greater than 120% of the Floor Price
Cash Escrow and Sponsor The agreement dated September 2, 2025, entered into amongst our Company, the Selling
Bank Agreement Shareholders, the Registrar to the Offer, the BRLMs and the Banker(s) to the Offer for
collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Offer
Account, and where applicable remitting refunds, if any, to such Bidders, on the terms and
conditions thereof
Client ID The client identification number maintained with one of the Depositories in relation to
dematerialised account
Collecting Depository A depository participant as defined under the Depositories Act, 1996 registered with SEBI
Participant or CDP and who is eligible to procure Bids from relevant Bidders at the Designated CDP Locations
in terms of the SEBI circular number CIR/CFD/POLICYCELL/11/2015 dated November
10, 2015 and other applicable circulars issued by SEBI as per the list available on websites
of the Stock Exchanges at [Link] and [Link] as
updated from time to time
Cut-off Price The Offer Price, finalised by our Company, as applicable, in consultation with the BRLMs,
which shall be any price within the Price Band.

Only RIBs and Eligible Employees Bidding under the Employee Reservation Portion are
entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-Institutional
Bidders are not entitled to Bid at the Cut-off Price
Demographic Details Details of the Bidders including the Bidders’ address, name of the Bidders’ father/husband,
investor status, occupation, bank account details and UPI ID, wherever applicable
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available
on the website of SEBI at
[Link] or at such other
website as may be prescribed by SEBI from time to time
Designated CDP Locations Such centres of the Collecting Depository Participants where ASBA Bidders can submit the
ASBA Forms (in case of UPI Bidders only ASBA Forms under UPI). The details of such
Designated CDP Locations, along with the names and contact details of the CDPs are available
on the respective websites of the Stock Exchanges and updated from time to time
Designated Date The date on which the funds from the Escrow Account are transferred to the Public Offer
Account or the Refund Account, as applicable, and the relevant amounts blocked in the
ASBA Accounts are transferred to the Public Offer Account(s) and /or are unblocked, as
applicable, in terms of this Red Herring Prospectus and the Prospectus, after finalization of
the Basis of Allotment in consultation with the Designated Stock Exchange, following
which the Board of Directors may Allot Equity Shares to successful Bidders in the Offer
Designated Intermediary(ies) SCSBs, Syndicate, sub-Syndicate, Registered Brokers, CDPs and RTAs who are authorized
to collect ASBA Forms from the ASBA Bidders, in relation to the Offer

In relation to ASBA Forms submitted by Retail Individual Bidders, Non-Institutional

Bidders Bidding with an application size of up to ₹ 500,000 (not using the UPI Mechanism)
and the Eligible Employees Bidding in the Employee Reservation Portion by authorising an
SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries shall
mean SCSBs

In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be
blocked upon acceptance of UPI Mandate Request by such UPI Bidders, Designated
Intermediaries shall mean Syndicate, sub-syndicate/agents, Registered Brokers, CDPs,
SCSBs and RTAs. In relation to ASBA Forms submitted by QIBs (excluding Anchor
Investors) and Non-Institutional Bidders (not using the UPI mechanism), Designated

6
 Term Description
Intermediaries shall mean Syndicate, sub-Syndicate/ agents, SCSBs, Registered Brokers,
the CDPs and RTAs
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs. The
details of such Designated RTA Locations, along with names and contact details of the
RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock
Exchanges ([Link] and [Link]), as updated from time to time
Designated Stock Exchange National Stock Exchange of India Limited
Draft Red Herring Prospectus The draft red herring prospectus dated April 28, 2025 issued in accordance with the SEBI
or DRHP ICDR Regulations, which does not contain complete particulars of the price at which the
Equity Shares will be Allotted and the size of the Offer, and filed with SEBI, including any
addenda or corrigenda thereto
Eligible Employee(s) Permanent employees of our Company or of our Subsidiaries (excluding such employees
not eligible to invest in the Offer under applicable laws, rules, regulations and guidelines),
as on the date of filing this Red Herring Prospectus with the RoC and who continue to be a
permanent employee of our Company or our Subsidiaries until the submission of the ASBA
Form and is working and present in India or abroad as on the date of submission of the
ASBA Form; or Director of our Company, whether whole-time or otherwise, not holding
either himself/herself or through their relatives or through any body corporate, directly or
indirectly, more than 10% of the outstanding Equity Shares (excluding Directors not eligible
to invest in the Offer under applicable laws, rules, regulations and guidelines) as of the date
of filing of this Red Herring Prospectus with the RoC and who continues to be a Director of
our Company until the submission of the ASBA Form and is working and present in India
or abroad as on the date of submission of the ASBA Form
Eligible FPIs FPIs that are eligible to participate in this Offer in terms of applicable laws, other than
individuals, corporate bodies and family offices
Eligible NRI(s) A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to make
an offer or invitation under the Offer and in relation to whom this Red Herring Prospectus and
the Bid Cum Application Form constitutes an invitation to subscribe or purchase for the Equity
Shares
Employee Reservation Portion The portion of the Offer being [●] Equity Shares of face value of ₹ 1 each aggregating up
to ₹ 25 million which shall not exceed 5% of the post-Offer Equity Share capital of our
Company, available for allocation to Eligible Employees, on a proportionate basis
Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the Escrow Bank(s)
and in whose favour the Anchor Investors will transfer money through NACH/direct
credit/NEFT/RTGS in respect of the Bid Amount when submitting a Bid
Escrow Bank /Escrow Bank which is a clearing member and registered with SEBI as a banker to an issue under
Collection Bank the SEBI (Bankers to an Issue) Regulations, 1994 and with whom the Escrow Account(s)
will be opened, in this case being Axis Bank Limited
First Bidder or Sole Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision
Form and in case of joint Bids, whose name shall also appear as the first holder of the
beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, not being less than the
face value of Equity Shares, at or above which the Offer Price and the Anchor Investor Offer
Price will be finalised and below which no Bids will be accepted
Fresh Issue Fresh issue of [●] Equity Shares of face value of ₹1 each Equity Shares aggregating up to ₹
4,720 million by our Company
General Information The General Information Document for investing in public issues prepared and issued in
Document or GID accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March
17, 2020 and the UPI Circulars, as amended from time to time. The General Information
Document shall be available on the websites of the Stock Exchanges and the BRLMs
Gross Proceeds The gross proceeds of the Fresh Issue that will be available to our Company
Goldman Sachs Goldman Sachs (India) Securities Private Limited
JM Financial JM Financial Limited
Kotak Kotak Mahindra Capital Company Limited
Monitoring Agency CARE Ratings Limited
Monitoring Agency Agreement dated September 2, 2025 entered between our Company and the Monitoring
Agreement Agency
Morgan Stanley Morgan Stanley India Company Private Limited
Mutual Fund Portion 5% of the Net QIB Portion, or [●] Equity Shares which shall be available for allocation to
Mutual Funds only on a proportionate basis, subject to valid Bids being received at or above
the Offer Price
Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses. For further
details regarding the use of the Net Proceeds and the Offer related expenses, see “Objects
of the Offer” beginning on page 158
Net Offer The Offer less Employee Reservation Portion

7
 Term Description
Net QIB Portion The QIB Portion less the number of Equity Shares Allocated to the Anchor Investors
Non-Institutional Bidders or Bidders that are not QIBs (including Anchor Investors) or Retail Individual Bidders or
NIB(s) Eligible Employees Bidding in the Employee Reservation Portion and who have Bid for
Equity Shares for an amount of more than ₹200,000 (but not including NRIs other than
Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not more than 15% of the Net Offer consisting of [●] Equity
Shares which shall be available for allocation on a proportionate basis to Non-Institutional
Bidders, subject to valid Bids being received at or above the Offer Price
Non-Resident Person resident outside India, as defined under FEMA and includes a non-resident Indian,
FVCIs and FPIs
Offer The initial public offer of up to [●] Equity Shares of face value of ₹1 each for cash at a price
of ₹ [●] per Equity Share comprising the Fresh Issue and the Offer for Sale aggregating up
to ₹ 19,000 million
Offer Agreement Agreement dated April 28, 2025 entered amongst our Company, the Selling Shareholders
and the BRLMs, pursuant to which certain arrangements have been entered into in relation
to the Offer
Offer for Sale The offer for sale of [●] Equity Shares aggregating up to ₹ 14,280 million by the Selling
Shareholders in the Offer. The Offer comprises the Net Offer and Employee Reservation
Portion. For further details, see “The Offer” on page 87
Offer Price The final price at which Equity Shares will be Allotted to successful Bidders in terms of this
Red Herring Prospectus and the Prospectus. Equity Shares will be Allotted to Anchor
Investors at the Anchor Investor Offer Price, which will be decided by our Company, in
consultation with the BRLMs, in terms of this Red Herring Prospectus

The Offer Price will be decided by our Company, on the Pricing Date in accordance with
the Book Building Process and this Red Herring Prospectus.
Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company and the proceeds
of the Offer for Sale shall be available to each of the Selling Shareholders. For further
information about use of the Offer Proceeds, see “Objects of the Offer” on page 158
Offered Shares [●] Equity Shares offered as part of the Offer for Sale aggregating up to ₹ 14,280 million,
comprising an offer for sale of [●] Equity Shares aggregating up to ₹ 3,900 million by Accel
India IV (Mauritius) Limited, [●] Equity Shares aggregating up to ₹ 1,730 million by
Bessemer India Capital Holdings II Ltd., [●] Equity Shares aggregating up to ₹ 3,460
million by Elevation Capital V Limited (formerly known as SAIF Partners India V Limited)
[●] Equity Shares aggregating up to ₹ 3,030 million by Internet Fund V Pte. Ltd. and [●]
Equity Shares aggregating up to ₹ 2,160 million by VYC11 Limited. For further detail, see
“The Offer” beginning on page 87
Price Band The price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the maximum
price of ₹ [●] per Equity Share (Cap Price) including any revisions thereof.

The Price Band for the Offer will be decided by our Company, in consultation with the
BRLMs, and the minimum Bid Lot size for the Offer will be decided by our Company, in
consultation with the BRLMs and will be advertised, at least two Working Days prior to the
Bid/Offer Opening Date, in all editions of Financial Express, an English national daily
newspaper, all editions of Jansatta, a Hindi national daily newspaper Hindi being the
regional language of New Delhi, where our Registered Office is located, each with wide
circulation and shall be made available to the Stock Exchanges for the purpose of uploading
on their respective websites
Pricing Date The date on which our Board or the IPO Committee, as applicable, in consultation with the
BRLMs, will finalise the Offer Price
Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with
Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations containing, inter
alia, the Offer Price that is determined at the end of the Book Building Process, the size of
the Offer and certain other information, including any addenda or corrigenda thereto
Public Offer Account The ‘no-lien’ and ‘non-interest bearing’ bank account to be opened with the Public Offer
Bank, under Section 40(3) of the Companies Act, 2013 to receive monies from the Escrow
Account(s) and ASBA Accounts on the Designated Date
Public Offer Account Bank The bank which is a clearing member and registered with SEBI as a banker to an issue under
the SEBI (Bankers to an Issue), Regulations, 1994 and with which the Public Offer Account
has been opened, in this case being ICICI Bank Limited
QIB Bidders QIBs who Bid in the Offer
QIB Portion The portion of the Net Offer (including the Anchor Investor Portion) being not less than
75% of the Net Offer comprising up to [●] Equity Shares which shall be allocated to QIBs
on a proportionate basis, including the Anchor Investor Portion (in which allocation shall
be on a discretionary basis, as determined by our Company in consultation with the BRLMs)

8
 Term Description
subject to valid Bids being received at or above the Offer Price or Anchor Investor Offer
Price (for Anchor Investors)
Qualified Institutional Buyers Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
or QIBs or QIB Bidders Regulations
Red Herring Prospectus or This red herring prospectus dated September 2, 2025 issued by our Company in accordance
RHP with Section 32 of the Companies Act, 2013 and the provisions of the SEBI ICDR
Regulations, which does not have complete particulars of the Offer Price and the size of the
Offer, including any addenda or corrigenda thereto. This Red Herring Prospectus will be
filed with the RoC at least three Working Days before the Bid/Offer Opening Date and will
become the Prospectus upon filing with the RoC after the Pricing Date
Refund Account (s) The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the Refund Bank(s),
from which refunds, if any, of the whole or part of the Bid Amount to the Bidders shall be
made
Refund Bank Bank which is a clearing member and registered with SEBI as a banker to an issue under
the SEBI (Bankers to an Issue) Regulations, 1994 and with whom the Refund Account will
be opened, in this case being Axis Bank Limited
Registered Brokers Stock brokers registered with SEBI and the stock exchanges having nationwide terminals,
other than the members of the Syndicate and eligible to procure Bids in terms of the SEBI
circular number CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI
Registrar Agreement Agreement dated April 28, 2025 entered by and amongst our Company, the Selling
Shareholders and the Registrar to the Offer, in relation to the responsibilities and obligations
of the Registrar pertaining to the Offer
Registrar and Share Transfer Registrar and share transfer agents registered with the SEBI and eligible to procure Bids
Agents or RTAs from relevant Bidders at the Designated RTA Locations in terms of the SEBI RTA Master
Circular as per the list available on the websites of BSE and NSE, and the UPI Circulars
Registrar to the Offer or MUFG Intime India Private Limited (formerly as Link Intime India Private Limited)
Registrar
Retail Individual Bidder(s) or Individual Bidders, who have Bid for the Equity Shares for an amount not more than
RIB(s) ₹200,000 in any of the bidding options in the Offer (including HUFs applying through their
Karta and Eligible NRIs)
Retail Portion Portion of the Net Offer being not more than 10% of the Net Offer consisting of up to [●]
Equity Shares which shall be available for allocation to Retail Individual Bidders (subject
to valid Bids being received at or above the Offer Price), which shall not be less than the
minimum Bid Lot subject to availability in the Retail Portion
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in
any of their Bid cum Application Forms or any previous Revision Form(s), as applicable.

QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids
(in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual
Bidders and Eligible Employees Bidding in the Employee Reservation Portion can revise
their Bids during the Bid/ Offer Period and withdraw their Bids until Bid/Offer Closing Date
Self Certified Syndicate The banks registered with SEBI, offering services in relation to ASBA (other than through
Bank(s) or SCSB(s) UPI Mechanism), a list of which is available on the website of SEBI at
[Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&intmId=34 or
[Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&intmId=35 or
such other website as updated from time to time, and (ii) The banks registered with SEBI,
enabled for UPI Mechanism, a list of which is available on the website of SEBI at
[Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&intmId=40 or
such other website as updated from time to time.

Applications through UPI in the Offer can be made only through the SCSBs mobile
applications (apps) whose name appears on the SEBI website. A list of SCSBs and mobile
application, which, are live for applying in public issues using UPI Mechanism is appearing
in the “list of mobile applications for using UPI in Public Issues” displayed on the SEBI
website at
[Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&intmId=43. The
said list shall be updated on the SEBI website from time to time.
Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement, namely, MUFG
Intime India Private Limited (formerly Link Intime India Private Limited)
Share Escrow Agreement Agreement dated August 30, 2025, entered into amongst our Company, the Selling
Shareholders and the Share Escrow Agent in connection with the transfer of the Offered
Shares by the Selling Shareholders and credit of such Equity Shares to the demat account
of the Allottees
Specified Locations Bidding Centres where the Syndicate shall accept Bid cum Application Forms

9
 Term Description
Sponsor Bank(s) Axis Bank Limited and ICICI Bank Limited, being the Bankers to the Offer, appointed by
our Company to act as conduit between the Stock Exchanges and NPCI in order to push the
mandate collect requests and / or payment instructions of the RIBs using the UPI Mechanism
and carry out other responsibilities, in terms of the UPI Circulars
Syndicate or Members of the Together, the BRLMs and the Syndicate Members
Syndicate
Syndicate Agreement Agreement dated September 2, 2025, entered amongst our Company, the Selling
Shareholders, the BRLMs and the Syndicate Members, in relation to collection of Bids by
the Syndicate
Syndicate Members Intermediaries registered with SEBI, namely, Kotak Securities Limited and JM Financial
Services Limited
Underwriters [●]
Underwriting Agreement Agreement to be entered amongst our Company, the Selling Shareholders and the
Underwriters to be entered into on or after the Pricing Date but prior to filing of the
Prospectus with the RoC, as applicable, and in accordance with the nature of underwriting
which is determined in accordance with Regulation 40(3) of SEBI ICDR Regulations
UPI Unified Payments Interface, which is an instant payment mechanism, developed by NPCI
UPI Bidders Together, individual investors who applied as (i) Retail Individual Bidders in the Retail
Portion; (ii) Non-Institutional Bidders; and (iii) and Eligible Employees who applied in the
Employee Reservation Portion and with an application size of up to ₹ 500,000 (net of
employee discount, if any).

Pursuant to SEBI ICDR Master Circular, all individual investors applying in public issues
where the application amount is up to ₹ 500,000 are required to use UPI Mechanism and are
required to provide their UPI ID in the Bid cum Application Form submitted with: (i) a
syndicate member, (ii) a stock broker registered with a recognized stock exchange (whose
name is mentioned on the website of the stock exchange as eligible for such activity), (iii) a
depository participant (whose name is mentioned on the website of the stock exchange as
eligible for such activity), and (iv) a registrar to an issue and share transfer agent (whose
name is mentioned on the website of the stock exchange as eligible for such activity).
UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI
master circular with circular number SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May
7, 2024 (to the extent that such circulars pertain to the UPI Mechanism), and any subsequent
circulars or notifications issued by SEBI in this regard, along with the circulars issued by
the Stock Exchanges in this regard, including the circular issued by the NSE having
reference number 25/2022 dated August 3, 2022, and the circular issued by BSE having
reference number 20220803-40 dated August 3, 2022 and any subsequent circulars or
notifications issued by SEBI or Stock Exchanges in this regard
UPI ID ID created on Unified Payment Interface for single-window mobile payment system
developed by the National Payments Corporation of India
UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI application and
by way of a SMS directing the UPI Bidder to such UPI application) to the UPI Bidder
initiated by the Sponsor Bank to authorise blocking of funds on the UPI application
equivalent to Bid Amount and subsequent debit of funds in case of Allotment.
UPI Mechanism The bidding mechanism that may be used by RIBs in accordance with the UPI Circulars to
make an ASBA Bid in the Offer
UPI PIN Password to authenticate UPI transaction
Working Day(s) All days on which commercial banks in Mumbai, India are open for business, provided
however, for the purpose of announcement of the Price Band and the Bid/Offer Period,
Working Day shall mean all days, excluding all Saturdays, Sundays and public holidays on
which commercial banks in Mumbai, India are open for business and the time period
between the Bid/Offer Closing Date and listing of the Equity Shares on the Stock
Exchanges, Working Days shall mean all trading days excluding Sundays and bank holidays
in India, as per the circulars issued by SEBI

Key Performance Indicators

A. GAAP Financial Measures

Following are the GAAP financial measures identified in “Basis for Offer Price” beginning on page 169.

Term Description
Deferred tax credit Deferred tax credit as disclosed in the Restated Consolidated Financial Information
Restated profit/ (loss) Restated profit/ (loss) as disclosed in the Restated Consolidated Financial Information

10
 Term Description
Restated profit/ (loss) before Restated profit/ (loss) before tax as disclosed in the Restated Consolidated Financial
tax Information
Revenue from operations Revenue from operations as disclosed in the Restated Consolidated Financial Information.
Segment revenue of “India consumer services”, “Native” and “International business” as per
the segment revenue stated in Note No. 42 in Restated Consolidated Financial Information

B. Non-GAAP Financial Measures

Following are the non-GAAP financial measures identified in “Basis for Offer Price” beginning on page 169.

Term Description
Adjusted EBITDA Profit before tax less other income, plus finance costs, depreciation and amortization expense,
share based payment expense, inventory loss on account of fire and listing expenses, and
share of net loss of joint venture accounted for using equity method, and less payment of
lease liabilities.

For reconciliation of our restated profit/(loss)before tax to EBITDA and to Adjusted

EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Non-GAAP Financial Measures – Restated profit/(loss) to Adjusted
EBITDA” on page 429.

Adjusted EBITDA Adjusted EBITDA as a percentage of NTV

Margin (as a % of NTV)
Adjusted EBITDA Margin Adjusted EBITDA as a percentage of revenue from operations
(as a % of revenue from
operations)
Adjusted EBITDA Margin Adjusted EBITDA Margin (as a % of NTV) for the India consumer services segment,
(excluding InstaHelp) excluding the loss on account of InstaHelp
Contribution Margin Contribution profit as a percentage of NTV. Contribution profit represents the revenue from
operations less (i) cost of services where the Company is the service provider, (ii) cost of
goods sold, (iii) certain other direct costs namely, payment gateway charges, communication
costs and minimum guarantee payouts, (iv) support costs and refunds, (v) logistics costs, and
(vi) cloud hosting costs

C. Non-Financial Operational Measures

Following are the non-financial operational measures identified in “Basis for Offer Price” and “Our Business” beginning on
pages 169 and 218, respectively.

Term Description
Annual transacting Total number of unique consumers who have availed at least one service or more in the
consumers trailing 12 months prior to the end of the reporting period
Average monthly active The service professionals who have delivered at least one service during a given month. This
service professionals figure is calculated by averaging the number of such service professionals across all months
in a specified year/period
Net Transaction Value/NTV Net transaction value represents the sum of NTV from services and NTV from Native.
a. NTV from services represents the monetary value paid by consumers towards
services availed on our platform (gross of taxes, net of discounts, across the Urban
Company consumer application, mobile website, net of cancellations). It does not
separately include revenue from sale of products sold by us to service professionals
as the amount charged to the consumer includes the cost of products to be used
during service delivery. Further, it does not include tips given to service
professionals by consumers.
b. NTV from Native represents the monetary value of Native products (i.e. water
purifiers and electronic door locks) paid by consumers across the Urban Company
consumer application, mobile website, third party e-commerce sites and third-party
retail stores. The price of the products sold on third party e-commerce sites and
third-party retail stores are assumed to be same as price of the products sold on
Urban Company consumer application (gross of taxes across the UC consumer
application, mobile website and third-party e-commerce sites and third-party retail
stores, net of order cancellations/ returns and discounts, gross of channel
commissions).

11
Industry Related Terms or Abbreviations

Term Description
Average consumer rating The average consumer rating is based on the simple average of all jobs rated by consumers
in a relevant period
Average order value The average order value represents the aggregation of the price for multiple services availed
in a single service delivery
Consolidated NTV Consolidated NTV represents the sum of NTV from services and NTV from Native
Existing consumers Existing consumers are unique users who have availed their first service on our platform more
than 12 months from the specified date
GenAI Generative artificial intelligence, which creates new content, data or ideas based on learned
patterns
Micro-market A micro-market is an individual geographical area with a typical radius of 3-5 km
NTV from services NTV from services represents the monetary value paid by consumers towards services
availed on our platform (gross of taxes, net of discounts, across the Urban Company consumer
application, mobile website, net of cancellations). It does not separately include revenue from
sale of products sold by us to service professionals as the amount charged to the consumer
includes the cost of products to be used during service delivery. Further, it does not include
tips given to service professionals by consumers
NTV from Native NTV from Native represents the monetary value of Native products (i.e. water purifiers and
electronic door locks) paid by consumers across the Urban Company consumer application,
mobile website, third party e-commerce sites and third-party retail stores. The price of the
products sold on third party e-commerce sites and third-party retail stores are assumed to be
same as price of the products sold on Urban Company consumer application (gross of taxes
across the Urban Company consumer application, mobile website and third-party e-
commerce sites and third-party retail stores, net of order cancellations/ returns and discounts,
gross of channel commissions)
Retained consumers Existing consumers who have again availed services on our platform during the 12-month
period prior to the specified date
Services spend per annual Services spend per annual transacting consumer represents the NTV from services for the
transacting consumer reporting period/year divided by annual transacting consumers
Skill micro-markets Service professionals are mapped to micro markets at a service category level to create skill
micro markets
Super categories A comprehensive service category that aggregates related service categories, facilitating
consumer navigation and booking

Conventional and General Terms or Abbreviations

Term Description
₹/Rs./Rupees/INR Indian Indian Rupees
Rupees
AGM Annual General Meeting
AIF(s) Alternative Investment Fund(s) as defined in and registered with SEBI under the SEBI AIF
Regulations
BSE BSE Limited
Category I AIFs AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations
Category I FPIs FPIs who are registered as “Category I Foreign Portfolio Investors” under the SEBI FPI
Regulations
Category II AIFs AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Regulations
Category II FPIs FPIs who are registered as “Category II Foreign Portfolio Investors” under the SEBI FPI
Regulations
CCPS Compulsorily convertible preference shares
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
CSR Corporate social responsibility
Companies Act 1956 The erstwhile Companies Act, 1956 read with the rules, regulations, clarifications and
modifications thereunder
Companies Act 2013 or Companies Act, 2013 read with the rules, regulations, clarifications and modifications
Companies Act thereunder
COVID-19 The novel coronavirus disease which was declared as a Public Health Emergency of
International Concern on January 30, 2020, and a pandemic on March 11, 2020, by the World
Health Organisation
Depositories Act The Depositories Act, 1996, read with regulations framed thereunder

12
 Term Description
Depositories NSDL and CDSL
Depository Participant A depository participant as defined under the Depositories Act
DIN Director Identification Number
DP ID Depository Participant’s identity number
DPIIT Department of Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, GoI
EGM Extraordinary general meeting
EPS Earnings per share
ESOP Employee stock option plan
FDI Foreign direct investment
FEMA Foreign Exchange Management Act, 1999 read with rules and regulations thereunder
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019 issued by the Ministry
of Finance, GoI
Financial Year/ Fiscal/ Fiscal The period of 12 months commencing on April 1 of the immediately preceding calendar year
Year and ending on March 31 of that particular calendar year
FIR First information report
FPIs Foreign portfolio investors as defined under the SEBI FPI Regulations
FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI Regulations
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Fugitive Economic Offender An individual who is declared a fugitive economic offender under section 12 of the Fugitive
Economic Offenders Act, 2018
Gazette Official Gazette of India
GoI/ Government of Government of India
India/Central Government
GST Goods and services tax
HUF(s) Hindu Undivided Family(ies)
ICAI Institute of Chartered Accountants of India
ICAI Guidance Note The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute
of Chartered Accountants of India
IFRS International Financial Reporting Standards
Income Tax Act Income Tax Act, 1961
Ind AS/ Indian Accounting Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with
Standards the Companies (Indian Accounting Standards) Rules, 2015, as amended
INR/ Indian Rupee/ Rs./ ₹ Indian Rupee, the official currency of the Republic of India
IPO Initial Public Offering
IST Indian Standard Time
IT Information Technology
KYC Know Your Customer
MCA/ Ministry of Corporate Ministry of Corporate Affairs, GoI
Affairs
Mn Million
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
NA or N.A. Not Applicable
NACH National Automated Clearing House
NAV Net Asset Value
NBFC Non-banking financial company
NEFT National Electronic Funds Transfer
NPCI National Payments Corporation of India
NRI Non-Resident Indian
NRO Non-Resident Ordinary
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB/ Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the
Body extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of
beneficial interest is irrevocably held by NRIs directly or indirectly and which was in
existence on October 3, 2003 and immediately before such date had taken benefits under the
general permission granted to OCBs under FEMA. OCBs are not allowed to invest in the
Offer
ODI Offshore derivative instruments
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent account number

13
 Term Description
PAT Profit after tax
QP “qualified purchasers”, as defined in Section 2(a)(51) under the U.S. Investment Company
Act
RBI The Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934
Regulation S Regulation S under the U.S. Securities Act
RoNW Return on Net Worth
Rule 144A Rule 144A under the U.S. Securities Act
SCRA Securities Contracts (Regulation) Act, 1956, as amended
SCRR Securities Contracts (Regulation) Rules, 1957, as amended
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992, as amended
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012,
as amended
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as
amended
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000, as amended
SEBI ICDR Master Circular SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended
Regulations
SEBI RTA Master Circular SEBI master circular bearing number SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated
June 23, 2025
SEBI SBEB & SE Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations Regulations, 2021
STT Securities Transaction Tax
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
U.S. GAAP Generally Accepted Accounting Principles in the United State of America
U.S. Investment Company U.S. Investment Company Act of 1940, as amended, and the rules thereunder
Act
U.S. QIB “Qualified institutional buyer”, as defined in Rule 144A of the U.S. Securities Act
U.S. Securities Act United States Securities Act of 1933, as amended
US$/USD/US Dollar United States Dollar, the official currency of the United States of America
USA/U.S./US United States of America
VCFs Venture capital funds as defined in and registered with the SEBI under the erstwhile SEBI VCF
Regulations, 1996 or the SEBI AIF Regulations, as the case may be
Wilful Defaulter Wilful Defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations

14
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references in this Red Herring Prospectus to ‘India’ are to the Republic of India and its territories and
possessions and all references herein to the ‘Government’, ‘Indian Government’, ‘GoI’, ‘Central Government’ or
the ‘State Government’ are to the GoI, central or state, as applicable, all references to “UAE”, “Saudi Arabia”,
“Netherlands”, and “Singapore” are to the United Arab Emirates, the Saudi Arabia, the Netherlands and the
Republic of Singapore and their territories and possessions, respectively.

Unless otherwise specified, any time mentioned in this Red Herring Prospectus is in Indian Standard Time
(“IST”). Unless indicated otherwise, all references to a year in this Red Herring Prospectus are to a calendar year.

Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the page numbers of
this Red Herring Prospectus.

Financial Data

The Restated Consolidated Financial Information comprises the restated consolidated statement of assets and
liabilities as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, and the
restated consolidated statement of profit and loss, the restated consolidated statement of changes in equity and the
restated consolidated statement of cash flows for the three months period(s) ended June 30, 2025, June 30, 2024
and for the year(s) ended March 31, 2025, March 31, 2024, and March 31, 2023, notes to the restated financial
information and statement of adjustments to the audited special purpose interim consolidated financial information
for the three months period(s) ended June 30, 2025 and June 30, 2024 and Audited Consolidated Financial
Statements for the year(s) ended March 31, 2025, March 31, 2024 and March 31, 2023.

The Restated Consolidated Financial Information, which has been approved by the Board of Directors, has been
prepared in accordance with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended from time to time;
b) Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the SEBI ICDR Regulations issued by SEBI; and
(c) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from
time to time (the “Guidance Note”).

Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all
references in this Red Herring Prospectus to a particular Financial Year, Fiscal or Fiscal Year, unless stated
otherwise, are to the 12-month period ended on March 31 of that particular calendar year. Accordingly, the
financial information or the restated financial statements prepared for the three months ended June 30 are not
comparable to the financial information or the restated statements prepared for the 12 months ended March 31.

There are significant differences between Ind AS, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those
differences or quantify their impact on the financial data included in this Red Herring Prospectus and it is urged
that you consult your own advisors regarding such differences and their impact on our Company’s financial data.
For details in connection with risks involving differences between Ind AS, US GAAP and IFRS see “Risk Factors
– Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP,
which may be material to investors’ assessments of our financial condition, result of operations and cash flows”
beginning on page 86. The degree to which the financial information included in this Red Herring Prospectus will
provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
policies and practices, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance by persons not
familiar with Indian accounting policies and practices on the financial disclosures presented in this Red Herring
Prospectus should accordingly be limited. Further, any figures sourced from third party industry sources may be
rounded off to other than two decimal points to conform to their respective sources.

Unless the context otherwise indicates, any percentage or amounts, with respect to financial information of our
Company in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” beginning on pages 33, 218 and 406, respectively, and elsewhere in this
Red Herring Prospectus have been derived from Restated Consolidated Financial Information.

15
In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed
are due to rounding off. All figures derived from our Restated Consolidated Financial Information in decimals
have been rounded off to the second decimal and all percentage figures have been rounded off to two decimal
places. Further, any figures sourced from third party industry sources may be rounded off to other than the second
decimal to conform to their respective sources.

Currency and Units of Presentation

All references to:

• ‘Rupees’ or ‘₹’ or ‘INR’ or ‘Rs.’ are to Indian Rupee, the official currency of the Republic of India;

• ‘USD’ or ‘US$’ or ‘$’ are to United States Dollar, the official currency of the United States of America;

• ‘EUR’ or ‘€’ are to Euro, the official currency of Netherlands;

• ‘SGD’ or ‘S$’ are to Singapore Dollar, the official currency of the Republic of Singapore;

• ‘AED’ is to United Arab Emirates Dirham, the official currency of United Arab Emirates; and

• ‘SAR’ is to Saudi Riyal, the official currency of Saudi Arabia.

Our Company has presented certain numerical information in this Red Herring Prospectus in ‘lakh’, ‘million’ and
‘crores’ units or in whole numbers where the numbers have been too small to represent in such units. One million
represents 1,000,000, one billion represents 1,000,000,000 and one trillion represents 1,000,000,000,000. One
lakh represents 100,000 and one crore represents 10,000,000.

Figures sourced from third-party industry sources may be expressed in denominations other than millions or may
be rounded off to other than two decimal points in the respective sources, and such figures have been expressed
in this Red Herring Prospectus in such denominations or rounded-off to such number of decimal points as provided
in such respective sources.

Exchange Rates

This Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have
been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as
a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.

Unless otherwise stated, the exchange rates referred to for the purpose of conversion of foreign currency amounts
into Rupee amounts, are as follows:

As at*
Currency March 31,
June 30, 2025 June 30, 2024 March 31, 2025 March 31, 2023
2024
1 USD 85.41 83.36 85.58 83.37 82.22
1 EUR 100.07 89.29 92.60 90.22 89.61
1 SGD 66.91 61.46 63.69 61.67 61.83
1 AED 23.25 22.69 23.28 22.69 22.36
1 SAR 22.73 22.20 22.79 22.20 21.88
Source: [Link] and [Link].
Note: Exchange rate is rounded off to two decimal places.
*
In case March 31, December 31 or any date of any of the respective years is a public holiday, the previous working day, not being a public
holiday, has been considered.

16
Industry and Market Data

Unless stated otherwise, industry and market data used in this Red Herring Prospectus is derived from the report
titled, ‘Industry Report on Home Services and Solutions’ dated August 29, 2025 (“Redseer Report”) prepared by
Redseer Strategy Consultants Private Limited (“Redseer”), appointed by our Company pursuant to an engagement
letter dated November 4, 2024 and such report has been commissioned and paid for by our Company exclusively
in relation to the Offer. Redseer has also confirmed that it is an independent consultant, and that it is not related
to our Company, our Subsidiaries, Joint Venture, our Directors, our Promoters, our Key Managerial Personnel or
our Senior Management or the BRLMs.

The Redseer Report is available on the website of our Company at [Link]

from the date of this Red Herring Prospectus until the Bid/Offer Closing Date.

Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable but their accuracy, completeness and
underlying assumptions are not guaranteed and their reliability cannot be assured. The data used in these sources
may have been re-classified by us for the purposes of presentation. Data from these sources may also not be
comparable.

The extent to which the market and industry data used in this Red Herring Prospectus is meaningful depends on
the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which business of our Company is conducted, and
methodologies and assumptions may vary widely amongst different industry sources.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in “Risk Factors – This Red Herring Prospectus contains information from
an industry report which we have commissioned and paid for from Redseer.” beginning on page 73. Accordingly,
investment decisions should not be based solely on such information.

Notice to Prospective Investors in the United States and to United States Persons (defined below) outside the
United States

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is
a criminal offence in the United States. In making an investment decision, investors must rely on their own
examination of our Company and the terms of the Offer, including the merits and risks involved. The Equity
Shares offered in the Offer have not been, and will not be, registered under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”) or any other federal securities laws or the securities laws of any
state or other jurisdiction of the United States and, unless so registered, may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. Persons as defined in Regulation S under the U.S.
Securities Act (“U.S. Persons”), except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable securities laws. Our Company is not registered
and does not intend to register as an investment company under the U.S. Investment Company Act of 1940, as
amended, and the rules thereunder (the “U.S. Investment Company Act”) in reliance on the exemption set forth
in Section 3(c)(7) of the U.S. Investment Company Act, and investors will not be entitled to the benefits afforded
to investors in a company registered under of the U.S. Investment Company Act. Accordingly, the Equity Shares
are only being offered and sold (a) to persons in the United States or to or for the account or benefit of, U.S.
Persons, in each case that are both “qualified institutional buyers” (as defined in Rule 144A under the U.S.
Securities Act and referred to in this Red Herring Prospectus as “U.S. QIBs”) in transactions exempt from, or not
subject to, the registration requirements of the U.S. Securities Act, for the avoidance of doubt, the term U.S. QIBs
does not refer to a category of institutional investors (defined under applicable Indian regulations and referred to
in this Red Herring Prospectus as “QIBs”) and “qualified purchasers” (as defined in Section 2(a)(51) under the
U.S. Investment Company Act and referred to in this Red Herring Prospectus as “QPs”) in reliance on the
exemption set forth in Section 3(c)(7) of the U.S. Investment Company Act; or (b) outside the United States to
investors that are not U.S. Persons nor persons acquiring for the account or benefit of U.S. Persons in “offshore
transactions” as defined in and in compliance with Regulation S and the applicable laws of the jurisdiction where
those offers and sales occur. The Equity Shares may not be re-offered, re-sold, pledged or otherwise transferred
except in an offshore transaction in accordance with Regulation S to a person outside the United States and not
known by the transferor to be a U.S. Person by pre-arrangement or otherwise (such permitted transactions
including, for the avoidance of doubt, a bona fide sale on the BSE or NSE).

17
As we are relying on an analysis that our Company does not come within the definition of an “investment
company” under the U.S. Investment Company Act because of the exception provided under Section 3(c)(7)
thereunder, our Company may be considered a “covered fund” as defined in the Volcker Rule. See “Other
Regulatory and Statutory Disclosures – Eligibility and Transfer Restrictions” beginning on page 457.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made, by persons in any such jurisdiction except
in compliance with the applicable laws of such jurisdiction.

18
 FORWARD-LOOKING STATEMENTS

This Red Herring Prospectus contains certain “forward-looking statements”. All statements regarding our
expected financial condition and results of operations, business, plans and prospects are forward looking
statements, which may include statements with respect to our business strategy, our revenue and profitability, our
goals and other such matters discussed in this Red Herring Prospectus regarding matters that are not historical
facts. These forward-looking statements generally can be identified by words or phrases such as “aim”,
“anticipate”, “believe”, “goal”, “expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “projected”,
“should” “will”, “will continue”, “seek to” or other words or phrases of similar import. Similarly, statements that
describe our expected financial conditions, results of operations, strategies, objectives, prospects, plans or goals
are also forward-looking statements. However, these are not the exclusive means of identifying forward-looking
statements. All forward-looking statements whether made by us or any third parties in this Red Herring Prospectus
are based on our current plans, estimates, presumptions and expectations and are subject to risks, uncertainties and
assumptions about us that could cause actual results to differ materially from those contemplated by the relevant
forward-looking statement.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining to
the industry in which our Company has businesses and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general
economic and political conditions in India and globally which have an impact on our business activities or
investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest
rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in
India and globally, incidence of any natural calamities and/or acts of violence, changes in laws, regulations and
taxes and changes in competition in our industry.

Important factors that could cause actual results to differ materially from our expectations include, but are not
limited to, the following:

• Inability to retain consumers and service professionals;

• Inability to manage our current and potential future growth;
• Ability to maintain our brands including ‘Urban Company’ and reputation;
• Inability to timely identify or effectively respond to changing consumer preferences and spending patterns or
inability to expand or offer appropriate categories of offerings.

For a further discussion on factors that could cause our actual results to differ from our expectations, see “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 33, 218 and 406, respectively. By their nature, certain market risk disclosures are
only estimates and could be materially different from what actually occurs in the future. As a result, actual gains
or losses could materially differ from those that have been estimated.

Forward-looking statements reflect our views as of the date of this Red Herring Prospectus and are not a guarantee
of future performance. These statements are based on our management’s beliefs and assumptions, which in turn
are based on the currently available information. Although we believe the assumptions upon which these forward-
looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the
forward-looking statements based on these assumptions could be incorrect. Neither of our Company, Directors,
the Selling Shareholders, and the BRLMs or their respective affiliates have any obligation to update or otherwise
revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of
underlying events, even if the underlying assumptions do not come to fruition. There can be no assurance to
Bidders that the expectations reflected in these forward-looking statements will prove to be correct. Given these
uncertainties, Bidders are cautioned not to place undue reliance on such forward-looking statements and not to
regard such statements to be a guarantee of our future performance.

In accordance with regulatory requirements of SEBI and as prescribed under applicable law, our Company will
ensure that investors in India are informed of material developments from the date of filing of this Red Herring
Prospectus until the date of Allotment. In accordance with the requirements of SEBI, each of the Selling
Shareholders, shall, severally and not jointly, ensure that our Company is informed of material developments in
relation to the statements and undertakings specifically made or confirmed by each such Selling Shareholder in
relation to itself as a Selling Shareholder and its respective portion of Offered Shares in this Red Herring
Prospectus until the date of Allotment. Only statements and undertakings which are specifically confirmed or
undertaken by each of the Selling Shareholders, severally and not jointly, as the case may be, in this Red Herring

19
Prospectus shall be deemed to be statements and undertakings made by such Selling Shareholder, as of the date
of this Red Herring Prospectus.

20
 SUMMARY OF THIS RED HERRING PROSPECTUS

This section is a general summary of certain disclosures included in this Red Herring Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Red Herring Prospectus or all
details relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its
entirety by, the more detailed information appearing elsewhere in this Red Herring Prospectus, including “Risk
Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”,
“Restated Consolidated Financial Information”, “Outstanding Litigation and Material Developments”, “Offer
Procedure”, and “Main Provisions of Articles of Association” beginning on pages 33, 87, 104, 158, 192, 218, 302,
442, 87 and 509 respectively. The Redseer Report is available on the website of our Company at
[Link] from the date of this Red Herring Prospectus until the Bid/Offer
Closing date.

Summary of the business of our Company

Our Company operates a technology-driven, full-stack online marketplace for quality driven services and solutions
across various home and beauty categories. We are present in 51 cities across India, United Arab Emirates and
Singapore, excluding cities served by our Kingdom of Saudi Arabia joint venture, as of June 30, 2025. Our
platform enables consumers to easily order services, including cleaning, pest control, skincare, massage, appliance
repair, handyman, on-demand home-help, painting and wall décor, delivered by trained and independent service
professionals at consumers’ convenience. We have launched the ‘Native’ brand offering water purifiers and
electronic door locks manufactured by third-party contract manufacturers.

For further details, see “Our Business” beginning on page 218.

Summary of the industry in which our Company operates

The home services market in India is an evolving sector aimed at enhancing the convenience and quality of life
for households. This market includes both traditional and modern service offerings, ranging from basic household
chores to specialized professional services. The market has traditionally been dominated by unorganized local
vendors and suffers from inconsistencies in availability, pricing, quality, and post-service support, leading to
varying levels of customer satisfaction. This presents an opportunity for technology-driven platforms to
standardize services, improve matching of demand and supply, and provide better earnings and benefits for service
professionals by offering a more transparent and efficient alternative to traditional channels. (Source: Redseer
Report).

For further details, see “Industry Overview” beginning on page 192.

Name of our promoters

The Promoters of our Company are Abhiraj Singh Bhal, Raghav Chandra and Varun Khaitan.

For further details, see “Our Promoters and Promoter Group” beginning on page 298.

Offer size

The following table summarizes the details of the Offer size. For further details, see “The Offer” and “Offer
Structure” beginning on pages 87 and 482, respectively.
Offer(1) [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ 19,000 million
of which
Fresh Issue(1) [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ 4,720 million
Offer for Sale(2) [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ 14,280 million
which includes
Employee Reservation [●] Equity Shares of face value of ₹ 1 each aggregating up to ₹ 25 million
Portion(3)
Net Offer [●] Equity Shares of face value of ₹ 1 each aggregating up to ₹ 18,975 million

(1) The Offer has been authorised by our Board pursuant to its resolution passed on March 7, 2025 and the Fresh Issue has been authorised
by our Shareholders pursuant to a special resolution passed on March 18, 2025.

(2) Our Board has taken on record the consent for the Offer for Sale by each of the Selling Shareholders to, severally and not jointly,
participate in the Offer for Sale, pursuant to its resolution dated April 28, 2025, read with resolution dated September 2, 2025. Each of

21
 the Selling Shareholders have, severally and not jointly, authorised its participation in the Offer for Sale to the extent of its respective
portion of the Offered Shares pursuant to their respective consent letters. For details of authorisations received from the Selling
Shareholders for the Offer for Sale, see “Other Regulatory and Statutory Disclosures – Authority for the Offer – Consents from the
Selling Shareholders” beginning on page 453. The Offered Shares are eligible for being offered for sale in the Offer in compliance with
the SEBI ICDR Regulations. Further, each Selling Shareholder has, severally and not jointly, confirmed that its respective portion of the
Offered Shares will be offered for sale in the Offer in accordance with Regulation 8A of the SEBI ICDR Regulations, to the extent
applicable. For further details, see “The Offer” and “Other Regulatory and Statutory Disclosures” beginning on pages 87 and 453
respectively.

(3) The Employee Reservation Portion shall not exceed 5% of the post-Issue paid up Equity Share capital and the value of Allotment to any
Eligible Employee shall not exceed ₹200,000 (net of employee discount, if any). Only in the event of an under-subscription in the
Employee Reservation Portion post the initial Allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible
Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹200,000 (net of employee discount, if any), subject to
the total Allotment to an Eligible Employee not exceeding ₹500,000 (net of employee discount, if any). For further details, see “Offer
Procedure” and “Offer Structure” beginning on pages 486 and 482, respectively.

The Offer and the Net Offer shall constitute [●]% and [●]% of the post-Offer paid up Equity Share capital of our
Company. For further details, see “The Offer” and “Offer Structure” beginning on pages 87 and 482 respectively.
Objects of the Offer
Our Company proposes to utilise the Net Proceeds towards funding the following objects:

S. No. Particulars Estimated Amount

(in ₹ million)
1. Expenditure for new technology development and cloud infrastructure 1,900.00(1)
2. Expenditure for lease payments for our offices 750.00(1)
3. Expenditure towards marketing activities 900.00(1)
4. General corporate purposes [●](2)
Total Net Proceeds(2) [●]
(1)
Excluding applicable goods and services tax.
(2)
To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount to be
utilized towards general corporate purposes shall not exceed 25% of the Gross Proceeds.

For further details, see “Objects of the Offer” beginning on page 158.

Aggregate pre-Offer and post-Offer shareholding of our Promoters, members of our Promoter Group and
Selling Shareholders as a percentage of our Equity Share capital

The aggregate pre-Offer and post-Offer shareholding and percentage of the pre-Offer and post-Offer paid-up
Equity Share capital, of each of our Promoters, members of our Promoter Group and Selling Shareholders as on
the date of this Red Herring Prospectus is set forth below:

Name of Number of Percentage Percentage of pre- Number of Percentage

Shareholder Equity of the pre- Offer Equity Share post-Offer of the post
Shares of Offer capital, on a fully Equity Shares Offer
face value paid-up diluted basis(%)* held# paid-up
of ₹ 1 each Equity Equity
Share Share
capital (%)#
(%)
Promoters
Abhiraj Singh 97,762,500 7.03 6.65 [●] [●]
Bhal
Raghav Chandra 97,762,500 7.03 6.65 [●] [●]
Varun Khaitan 97,762,500 7.03 6.65 [●] [●]
Members of our Promoter Group
Abhiraj Singh 25,000^ Negligible** Negligible** [●] [●]
Bhal Family Trust
Raghav Chandra 25,000^^ Negligible** Negligible** [●] [●]
Musaddi Trust
Varun Khaitan 25,000^^^ Negligible** Negligible** [●] [●]
Family Trust
Selling Shareholders
Accel India IV 145,619,930 10.48 9.90 [●] [●]
(Mauritius)
Limited

22
 Name of Number of Percentage Percentage of pre- Number of Percentage
Shareholder Equity of the pre- Offer Equity Share post-Offer of the post
Shares of Offer capital, on a fully Equity Shares Offer
face value paid-up diluted basis(%)* held# paid-up
of ₹ 1 each Equity Equity
Share Share
capital (%)#
(%)
Bessemer India 94,706,800 6.81 6.44 [●] [●]
Capital Holdings
II Ltd.
Elevation Capital 158,988,090 11.44 10.81 [●] [●]
V Limited
(formerly known
as SAIF Partners
India V Limited)
Internet Fund V 60,837,210 4.38 4.14 [●] [●]
Pte. Ltd.
VYC11 Limited 134,554,410 9.68 9.15 [●] [●]
*
The percentage of Equity Share capital on a fully diluted basis, including those which will result upon exercise of vested options under the
ESOP Schemes.
** Negligible denotes less than or equal to 0.01%.
^ Held by Abhiraj Singh Bhal as trustee.
^^ Held by Raghav Chandra and Rohit Musaddi as trustees.
^^^ Held by Varun Khaitan as trustee.
#
Subject to completion of the Offer and finalization of Basis of Allotment.

For further details, see “Capital Structure” beginning on page 104.

Shareholding of our Promoters, members of our Promoter Group and additional top 10 Shareholders of
our Company

The aggregate shareholding, of each of our Promoters, members of our Promoter Group and additional top 10
Shareholders (apart from our Promoters) as on the date of the Price Band advertisement publication and as at the
date of Allotment is set forth below:

Pre-Offer shareholding as on date of the price band

Post-Offer Shareholding as at Allotment*@
advertisement
At the lower end of the At the upper end of the
price band (₹[●]*) price band (₹[●]*)
Number Number
Pre-Offer
S. of of
Number of Equity Shareholding,
No. Name of the Equity Equity
Shares of face on a fully Post-offer Post-offer
Shareholder Shares Shares
value of ₹ 1 each diluted basis Shareholding Shareholding
of face of face
(%)& (%)* (%)*
value of value of
₹1 ₹1
each* each*
Promoters
1. Abhiraj Singh [●] [●] [●] [●] [●] [●]
Bhal
2. Raghav [●] [●] [●] [●] [●] [●]
Chandra
3. Varun Khaitan [●] [●] [●] [●] [●] [●]
Members of our Promoter Group
1. Abhiraj Singh [●] [●] [●] [●] [●] [●]
Bhal Family
Trust
2. Raghav [●] [●] [●] [●] [●] [●]
Chandra
Musaddi Trust
3. Varun Khaitan [●] [●] [●] [●] [●] [●]
Family Trust
Additional top 10 Shareholders@
1. [●] [●] [●] [●] [●] [●] [●]
2. [●] [●] [●] [●] [●] [●] [●]

23
 Pre-Offer shareholding as on date of the price band
Post-Offer Shareholding as at Allotment*@
advertisement
At the lower end of the At the upper end of the
price band (₹[●]*) price band (₹[●]*)
Number Number
Pre-Offer
S. of of
Number of Equity Shareholding,
No. Name of the Equity Equity
Shares of face on a fully Post-offer Post-offer
Shareholder Shares Shares
value of ₹ 1 each diluted basis Shareholding Shareholding
of face of face
(%)& (%)* (%)*
value of value of
₹1 ₹1
each* each*
3. [●] [●] [●] [●] [●] [●] [●]
4. [●] [●] [●] [●] [●] [●] [●]
5. [●] [●] [●] [●] [●] [●] [●]
6. [●] [●] [●] [●] [●] [●] [●]
7. [●] [●] [●] [●] [●] [●] [●]
8. [●] [●] [●] [●] [●] [●] [●]
9. [●] [●] [●] [●] [●] [●] [●]
10. [●] [●] [●] [●] [●] [●] [●]
*
To be filled in at the allotment stage.
&
The percentage of Equity Share capital on a fully diluted basis, including those which will result upon exercise of vested options under the
ESOP Schemes.
@
Based on the Offer Price of ₹[●] and subject to finalisation of the Basis of Allotment. To be filled in at Prospectus stage.

Summary of selected financial information derived from our Restated Consolidated Financial Information
The summary of selected financial information of our Company derived from the Restated Consolidated Financial
Information is set forth below:

(in ₹ million)
As at and for As at and for As at and for As at and for As at and for
the three the three the Financial the Financial the Financial
Particulars
months ended months ended Year ended Year ended Year ended
June 30, 2025* June 30, 2024* March 31, 2025 March 31, 2024 March 31, 2023
Equity share 489.77 0.18 489.77 0.17 0.17
capital
Revenue from 3,672.67 2,808.56 11,444.65 8,280.18 6,365.97
operations
Restated 69.38 126.21 2,397.65 (927.72) (3,124.84)
profit/(loss)
Restated earnings
per share (1)
- Basic (in ₹ per 0.05 0.09 1.66 (0.66) (2.25)
equity share )
- Diluted (in ₹ per 0.05 0.09 1.65 (0.66) (2.25)
equity share )
Net asset value per 12.48 9.80 12.46 9.19 9.64
share (2)
Net worth (3) 18,296.75 13,896.21 17,958.21 12,926.41 13,394.62
Total borrowings - - - - -
*
Not annualized.
Notes:
(1) Basic and Diluted EPS has been calculated in accordance with the Indian Accounting Standard 33 – “Earnings per share”. The face
value of equity shares of our Company is ₹1.
(2) Net Asset Value per Equity Share (in ₹) is computed as Net Worth at the end of the period/ year divided by weighted average number of
Equity shares, weighted average number of compulsorily convertible cumulative preference shares and vested ESOPs outstanding at
the end of the period/ year.
(3) Net worth means aggregate of equity share capital and other equity as of June 30, 2025, June 30, 2024 and as of March 31, 2025,
March 31, 2024 and March 31, 2023.

For further details, see “Financial Information - Restated Consolidated Financial Information” and “Other
Financial Information” on beginning on pages 302 and 405, respectively.

24
Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated
Financial Information

Our Statutory Auditors have not made any qualifications in the examination report that have not been given effect
to in the Restated Consolidated Financial Information.

Summary of outstanding litigation

A summary of outstanding litigation proceedings involving our Company, Promoters, Subsidiaries, Key
Managerial Personnel, Senior Management and Directors as on the date of this Red Herring Prospectus is provided
below:

Category of Criminal Tax Statutory Disciplinary actions Material Aggregate

individuals/ proceedings proceedings or by the SEBI or Stock civil amount
entities regulatory Exchanges against our litigations involved*
actions Promoters in the last as per the (in ₹ million)
five years, including Materiality
outstanding action Policy
Company
By our 3 N.A. N.A. N.A. 1 123.18**
Company
Against our Nil 3 5 N.A. 41 536.65**
Company
Subsidiaries
By our Nil N.A. Nil N.A. Nil Nil
Subsidiaries
Against our Nil 1 Nil N.A. Nil 22.50
Subsidiaries
Directors
By our Nil N.A. N.A. N.A. Nil Nil
Directors
Against our 1 1 4 N.A. Nil 12.99
Directors
Promoters
By the Nil N.A. N.A. N.A. Nil Nil
Promoters
Against our Nil Nil 2*** Nil Nil Not quantifiable
Promoters
Key Managerial Personnel
By the Key Nil N.A. N.A. N.A. N.A. Nil
Managerial
Personnel
Against our Nil N.A. 2**** N.A. N.A. Not quantifiable
Key
Managerial
Personnel
Senior Management
By the Senior Nil N.A. N.A. N.A. N.A. Nil
Management
Against our Nil N.A. Nil N.A. N.A. Nil
Senior
Management
*
To the extent quantifiable.
**
Includes damages of ₹ 120.00 million claimed by our Company against Kent RO Systems Limited in relation to the civil suit filed by our
Company.
***
This includes two notices issued by the Office of Labour Commissioner, Karmika Bhavana, Bengaluru against Abhiraj Singh Bhal, Raghav
Chandra and Varun Khaitan, who are Executive Directors of our Company, which are mentioned under statutory and regulatory actions
against our Directors.
****
This includes two notices issued by the Office of Labour Commissioner, Karmika Bhavana, Bengaluru against Abhiraj Singh Bhal, Raghav
Chandra and Varun Khaitan, who are Executive Directors of our Company, which are mentioned under statutory and regulatory actions
against our Directors.

25
There are no outstanding litigations involving our Group Company which may have a material impact on our
Company.

For further details on the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” beginning on page 442.

Risk Factors

Specific attention of the investors is invited to the section “Risk Factors” beginning on page 33. Investors are
advised to read the risk factors carefully before making an investment decision in the Offer.

Important factors that could cause actual results to differ materially from our expectations include, but are not
limited to, the following:

Sr. Risk Category Description of Risk

No.
1. Financial We have incurred net losses and negative operating cash flows in the past. If we are unable to
generate adequate revenue growth and increase cost-efficiency, we may not be able to generate
positive operating cash flows and maintain profitability in the future, and our viability as an
operating business will be adversely affected.
2. Business If we are unable to continue to provide a satisfactory experience to our consumers, our business
and reputation may be materially and adversely affected.
3. Business We face intense competition from traditional offline players and due to low penetration of online
services across the markets we serve, which may result in reduced demand for services on our
platform or reduced number of service professionals signing up for our platform, resulting in a
negative impact to our revenues and costs.
4. Business If we are unable to attract and retain service professionals on our platform, our platform will
become less appealing.
5. Business Our business may suffer if we do not successfully manage our current and potential future
growth, which may adversely impact our business and financial condition.
6. Business Consumers and service professionals may circumvent our platform and engage through other
means, thereby adversely impacting our business financial condition and results of operations.
7. Business We have a limited operating history in some of our business lines such as our products under
the Native brand, our InstaHelp offerings, small home project offerings, wall panel services for
home decor and cleaning subscription services. A rapid evolution of our business model may
make it difficult for investors to evaluate our business, results of operations and financial
condition.
8. Business Our business depends on the strength of our brands including ‘Urban Company’ and reputation,
and any adverse impact on our reputation or brand may materially and adversely affect the
growth of our business, financial condition, cash flows and results of operations.
9. Business We are exposed to many types of operational risk, including the risk of improper, harmful or
otherwise inappropriate activity and oversight errors by employees, consumers, service
professionals and third parties. Materialization of any of the operation risks may materially and
adversely affect the growth of our business, financial condition, cash flows and results of
operations.
10. Business Our business may be adversely affected by unrest among service professionals on our platform
and union activities.

Summary of contingent liabilities

The following is a summary table of our contingent liabilities as at June 30, 2025:
(in ₹ million)
S. No. Particulars As at June 30, 2025
1. GST Demands - matters under dispute 381.22
2. Other matters under disputes 56.59
Total 437.81

For details, see “Restated Consolidated Financial Information” beginning on page 302.

Summary of related party transactions

The following is the summary of transactions with related parties as at and for three months ended June 30, 2025
and June 30, 2024, the Financial Years 2025, 2024 and 2023, as per the requirements under Ind AS 24.

26
 (in ₹ million)
As at and As at and As at and As at and As at and
for the for the for the for the for the
three three Financial Financial Financial
S.
Particulars Nature of transactions months months Year Year Year
No.
ended ended ended ended ended
June 30, June 30, March 31, March 31, March
2025 2024 2025 2024 31, 2023
1. Key Managerial Key Managerial
Personnel@ Personnel Compensation
Short-term employee 23.51 9.94 49.41 39.84 39.81
benefits
Share-based payment 3.09 - 2.99 - -
Post-employment benefits* - - - - -
Directors’ remuneration 9.20 5.20 27.60 19.65 22.07
and sitting fees
Professional fees - - - - 9.40
2. Key Managerial Amount towards partly - 690.02 1,932.53 - -
Personnel@
paid-up shares called
during the period/year
(June 30, 2024 - 11,154
shares; March 31, 2025 -
31,239)
3. Transactions with Reimbursements/Expenses 38.83 - 36.62 - -
Company WAED of Joint Venture paid by
Khadmat Al-Munzal for Group Companies
Marketing Expenses paid on behalf of - - 4.51 - -
Urban Company Arabia
for Information
Technology
Royalty expense charged 5.68 - 4.83 - -
by Urban Company
Limited
Equity investment made by - - 11.25 - -
Urban Home Experts PTE
LTD
Capital contribution - - 23.09 - -
received from Urban
Home Experts PTE LTD
Acquisition of assets - - 34.15 - -
through Asset Transfer
Agreement with Urban
Company Arabia for
Information Technology
Acquisition of liabilities - - (33.43) - -
through Asset Transfer
Agreement with Urban
Company Arabia for
Information Technology
*
Since gratuity and leave salary are computed for all the employees in aggregate, the amount relating to the Key Managerial Personnel
cannot be individually identified.
@Details of Key Managerial Personnel are provided below:

[Link]. Particulars Nature of transaction Names of related parties

1. Key Managerial Personnel Short-term employee benefits Abhiraj Singh Bhal

Varun Khaitan
Raghav Chandra
Abhay Krishna Mathur
Ashish Kumar Srivastava
Sonali Singh
2. Key Managerial Personnel Share-based payment Abhay Krishna Mathur
Ashish Kumar Srivastava
Sonali Singh
3. Key Managerial Personnel Directors’ remuneration and sitting fees Shyamal Mukherjee
Ireena Vittal
Deepinder Goyal
Ashish Gupta
Rajesh Gopinathan
4. Key Managerial Personnel Professional fees Ireena Vittal

27
 [Link]. Particulars Nature of transaction Names of related parties

Key Managerial Personnel Contribution for partly paid-up shares (amount Abhiraj Singh Bhal
called up towards 31,239 shares) Varun Khaitan
Raghav Chandra

For details of the related party transactions in accordance with Ind AS 24, see “Financial Information - Restated
Consolidated Financial Information – Note 38 – Related party transaction” beginning on page 379.

Financing Arrangements

There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our
Directors and their relatives have financed the purchase by any other person, of securities of our Company (other
than in the normal course of the business) during a period of six months immediately preceding the date of the
Draft Red Herring Prospectus and this Red Herring Prospectus.

Details of price at which specified securities of our Company were acquired by our Promoters, members of
our Promoter Group, Selling Shareholders and Shareholders with right to nominate directors or any other
rights in the last three years preceding the date of this Red Herring Prospectus.

Except as disclosed below, none of our Promoters, members of our Promoter Group, Selling Shareholders and
Shareholders with right to nominate directors or any other rights acquired specified securities in the last three
years preceding the date of this Red Herring Prospectus.

The details of price at which equity shares were acquired by our Promoters, members of our Promoter Group,
Selling Shareholders and Shareholders with right to nominate directors or any other rights are as follows:

Equity Shares
Name of the Nature of Face value Date of Number of Acquisition Mode of
acquirer the (in ₹) acquisition Equity price per Acquisition
transaction Shares of specified
face value security (in ₹)*
of ₹ 1 each
acquired
Promoters
Abhiraj Singh Bonus issue 1 February 13, 97,748,385 N.A. N.A.
Bhal of Equity 2025
Shares in the
ratio of
2,499 Equity
Shares for
every one
Equity Share
held@
Raghav Chandra Bonus issue 1 February 13, 97,748,385 N.A. N.A.
of Equity 2025
Shares in the
ratio of
2,499 Equity
Shares for
every one
Equity Share
held@
Varun Khaitan Bonus issue 1 February 13, 97,748,385 N.A. N.A.
of Equity 2025
Shares in the
ratio of
2,499 Equity
Shares for
every one
Equity Share
held@
Members of our Promoter Group
Abhiraj Singh Transfer 1 March 30, 2025 25,000 N.A. Gift
Bhal Family

28
 Equity Shares
Name of the Nature of Face value Date of Number of Acquisition Mode of
acquirer the (in ₹) acquisition Equity price per Acquisition
transaction Shares of specified
face value security (in ₹)*
of ₹ 1 each
acquired
Trust
Raghav Chandra Transfer 1 March 30, 2025 25,000 N.A. Gift
Musaddi Trust
Varun Khaitan Transfer 1 March 30, 2025 25,000 N.A. Gift
Family Trust
Selling Shareholders
Accel India IV Bonus issue 1 February 13, 12,290,082 N.A. N.A.
(Mauritius) of Equity 2025
Limited Shares in the
ratio of
2,499 Equity
Shares for
every one
Equity Share
held@
Bessemer India Bonus issue 1 February 13, 9,168,831 N.A. N.A.
Capital Holdings of Equity 2025
II Ltd. Shares in the
ratio of
2,499 Equity
Shares for
every one
Equity Share
held@
Elevation Capital Bonus issue 1 February 13, 11,208,015 N.A. N.A.
V Limited of Equity 2025
(formerly known Shares in the
as SAIF Partners ratio of
India V Limited) 2,499 Equity
Shares for
every one
Equity Share
held@
Internet Fund V Bonus issue 1 February 13, 2,259,096 N.A. N.A.
Pte. Ltd. of Equity 2025
Shares in the
ratio of
2,499 Equity
Shares for
every one
Equity Share
held@
VYC11 Limited Bonus issue 1 February 13, 1,564,374 N.A. N.A.
of Equity 2025
Shares in the
ratio of
2,499 Equity
Shares for
every one
Equity Share
held@
Accel India IV Conversion 1 August 24, 133,324,930 N.A.^ Conversion
(Mauritius) of CCPS to 2025 of CCPS to
Limited Equity Equity
Shares Shares
Bessemer India Conversion 1 August 24, 85,534,300 N.A. ^ Conversion
Capital Holdings of CCPS to 2025 of CCPS to
II Ltd. Equity Equity
Shares Shares

29
 Equity Shares
Name of the Nature of Face value Date of Number of Acquisition Mode of
acquirer the (in ₹) acquisition Equity price per Acquisition
transaction Shares of specified
face value security (in ₹)*
of ₹ 1 each
acquired
Elevation Conversion 1 August 24, 147,775,590 N.A. ^ Conversion
Capital V of CCPS to 2025 of CCPS to
Limited Equity Equity
(formerly known Shares Shares
as SAIF
Partners India V
Limited)
Internet Fund V Conversion 1 August 24, 58,577,210 N.A. ^ Conversion
Pte. Ltd. of CCPS to 2025 of CCPS to
Equity Equity
Shares Shares
VYC11 Limited Conversion 1 August 24, 132,989,410 N.A. ^ Conversion
of CCPS to 2025 of CCPS to
Equity Equity
Shares Shares
Shareholders with right to nominate directors or any other rights
Dharana Fund, Transfer 1 June 27, 2024 8,144 200,000.00 Cash
L.P. (formerly Transfer 1 September 11, 33 200,000.00 Cash
known as VY 2024
Dharana EM Transfer 1 November 26, 72 200,000.00 Cash
Technology Fund 2024
L.P.) Transfer 1 January 16, 134 240,916.53 Cash
2025
Transfer 1 February 13, 641 240,000.00 Cash
2025
Bonus Issue 1 February 13, 22,550,976 N.A. N.A.
of Equity 2025
Shares in the
ratio of
2,499 Equity
Shares for
every one
Equity Share
held@
Transfer 1 April 18, 2025 1,039,175 97.00 Cash
Transfer 1 April 18, 2025 10,825 97.00 Cash
DharanaUC Transfer 1 June 27, 2024 4,930 220,000.00 Cash
Limited Transfer 1 September 11, 5,461 220,000.00 Cash
2024
Transfer 1 September 27, 26 220,000.00 Cash
2024
Transfer 1 November 26, 73 220,000.00 Cash
2024
Transfer 1 January 16, 1,925 240,916.53 Cash
2025
Bonus issue 1 February 13, 31,025,085 N.A. N.A.
of Equity 2025
Shares in
the ratio of
2,499
Equity
Shares for
every one
Equity
Share held@
*
As certified by J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), by way of their certificate dated September 2, 2025.
@
Our Shareholders pursuant to a resolution passed on January 31, 2025, have approved the issuance of bonus shares to the eligible
shareholders of our Company in the ratio of 2,499 (Two Thousand Four Hundred Ninety-Nine) Equity Shares for every 1 (One) Equity Share

30
held. Accordingly, our Company has allotted bonus shares on February 13, 2025, to its eligible shareholders. The cost of acquisition of such
shares is considered as N.A.
^ These Equity Shares were received pursuant to the conversion of CCPS and no separate price was paid for these Equity Shares. Consideration

was paid at the time of allotment/ acquisition of the CCPS.

Weighted average price at which the Equity Shares were acquired by our Promoters and the Selling
Shareholders in the last one year preceding the date of this Red Herring Prospectus

The weighted average price at which Equity Shares were acquired by our Promoters and the Selling Shareholders
in the last one year preceding the date of this Red Herring Prospectus is as follows:

Name Number of Equity Shares Number of Equity Shares Weighted Average price
of face value of ₹ 1 each, of ₹ 1 each, held as on the per Equity Share of face
acquired in last one year^ date of this Red Herring value of ₹ 1 each acquired
Prospectus in the last one year
(in ₹)*^#^^
Promoters
Abhiraj Singh Bhal 97,748,385 97,762,500 N.A.
Raghav Chandra 97,748,385 97,762,500 N.A.
Varun Khaitan 97,748,385 97,762,500 N.A.
Selling Shareholders
Accel India IV (Mauritius) 145,615,012 145,619,930 N.A.
Limited
Bessemer India Capital 94,703,131 94,706,800 N.A.
Holdings II Ltd.
Elevation Capital V Limited 158,983,605 158,988,090 N.A.
(formerly known as SAIF
Partners India V Limited)
Internet Fund V Pte. Ltd. 60,836,306 60,837,210 N.A.
VYC11 Limited 134,553,784 134,554,410 N.A.
*
As certified by J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), by way of their certificate dated September 2, 2025.
^
Our Shareholders pursuant to a resolution passed on January 31, 2025, have approved the issuance of bonus shares to the eligible
shareholders of our Company in the ratio of 2,499 (Two Thousand Four Hundred Ninety-Nine) Equity Shares for every 1 (One) Equity Share
held. Accordingly, our Company has allotted bonus shares on February 13, 2025, to its eligible shareholders. The cost of acquisition of such
shares is considered as N.A.
#
All outstanding CCPS were converted into equity shares pursuant to resolution passed by our Board of Directors dated August 24, 2025 in
accordance with the terms of issue of such CCPS. Our Company has considered the same as a separate transaction in the table above. The
cost of such converted equity shares is considered as N.A. No separate price was paid at the time of conversion of CCPS into equity shares.
Consideration was paid at the time of allotment/acquisition of CCPS.
^^
Other than the Equity Shares issued on account of bonus and conversion of CCPS, no issuance of fresh Equity Shares were issued to Selling
Shareholders and our Promotors in the last one year from the date of this Red Herring Prospectus.

Average Cost of Acquisition of Equity Shares for our Promoters and the Selling Shareholders

The average cost of acquisition per Equity Share for our Promoters and the Selling Shareholders as on the date of
this Red Herring Prospectus is as follows:
Name Number of Equity Shares held of Average cost of acquisition per Equity
face value of ₹ 1 each Share held by the Selling Shareholder (on a
fully diluted basis) (in ₹)*
Promoters
Abhiraj Singh Bhal 97,762,500 Negligible^
Raghav Chandra 97,762,500 Negligible^
Varun Khaitan 97,762,500 Negligible^
Selling Shareholders
Accel India IV (Mauritius) 145,619,930 3.77
Limited
Bessemer India Capital 94,706,800 7.14
Holdings II Ltd.
Elevation Capital V Limited 158,988,090 5.39
(formerly known as SAIF
Partners India V Limited)
Internet Fund V Pte. Ltd. 60,837,210 61.65
VYC11 Limited 134,554,410 20.40
*
As certified by J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), by way of their certificate dated September 2, 2025.
^
Negligible denotes less than or equal to ₹ 0.01.

31
Weighted average cost of acquisition of Equity Shares transacted in last one year, 18 months and three
years preceding the date of this Red Herring Prospectus

Period No. of Equity Weighted Cap Price is ‘x’ Range of acquisition

Shares of face average cost of times the weighted price: lowest price –
value of ₹ 1 each, acquisition average cost of highest price (in ₹)*
acquired (in ₹)#*@ acquisition^
Last one year 167,130,310 95.62 [●] Nil - 103.23
Last 18 months 220,965,310 92.47 [●] Nil - 103.23
Last three years 221,627,810 92.50 [●] Nil - 141.60
*
As certified by J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), by way of their certificate dated September 2, 2025.
#
Acquisition price of Equity Shares acquired pursuant to gifts is Nil. The bonus shares allotted on February 13, 2025 and the Equity Shares
acquired pursuant to exercise of ESOP Scheme and on conversion of CCPS has not been considered as a separate transaction and is adjusted
to give its impact in the above table.
^
To be updated upon finalization of the Price Band.
@ On August 24, 2025, all outstanding CCPS were converted into equity shares pursuant to resolution passed by our Board of Directors dated

August 24, 2025, in accordance with the terms of issue. Our Company has not considered the same as a separate transaction in the above
table.

Secondary Transaction

For details in relation to acquisition of Equity Shares and Preference Shares through secondary transactions by
our Promoters, members of our Promoter Group and Selling Shareholders, see “Capital Structure –Secondary
Transactions” on page 133.

Details of Pre-IPO Placement

Our Company is not contemplating a pre-IPO placement.

Offer of Equity Shares for consideration other than cash in the last one year (excluding bonus issue)

Our Company has not issued any Equity Shares for consideration other than cash (excluding bonus issue) in the
last one year preceding the date of this Red Herring Prospectus.

Split or consolidation of Equity Shares in the last one year

Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date
of this Red Herring Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by the Securities and
Exchange Board of India

As on the date of this Red Herring Prospectus, our Company has not sought any exemption from complying with
any provisions of securities laws.

32
 SECTION II: RISK FACTORS

An investment in the Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Red Herring Prospectus, including the risks and uncertainties described below before making an investment
in the Equity Shares. We have described the risks and uncertainties that we believe are material, but these risks
and uncertainties may not be the only risks relevant to us, the Equity Shares, or the industry in which we currently
operate or propose to operate. Unless specified or quantified in the relevant risk factor below, we are not in a
position to quantify the financial or any other implication of any of the risks mentioned in this section. In addition,
the risks set out in this section may not be exhaustive and if any or a combination of the following risks actually
occur, or if additional risks or any of the risks that are currently not known or deemed to be not relevant or
material now actually occur or become material in the future, our business, cash flows, financial condition and
results of operations could suffer, the trading price of the Equity Shares could decline, and you may lose all or
part of your investment. To obtain a complete understanding of our business and operations, the prospective
investors should read this section in conjunction with “Our Business”, “Industry Overview”, “Key Regulations
and Policies” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 218, 192, 257 and 406, respectively, as well as the financial and other information included
elsewhere in this Red Herring Prospectus.

This Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates
and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including but not limited to the considerations described below and
elsewhere in this Red Herring Prospectus. For details, see “Forward-Looking Statements” beginning on page
19.

Unless the context requires otherwise, the financial information used in this section is derived from our “Restated
Consolidated Financial Information” beginning on page 302. Our fiscal year ends on March 31 of each year,
and references to a particular fiscal year are to the twelve months ended March 31 of that year.

The industry and market data used in this section has been derived or extracted from the Redseer Report, which
has been commissioned, and paid for, by our Company exclusively in connection with the Offer, pursuant to an
engagement letter dated November 4, 2024, as no report is publicly available which provides a comprehensive
industry analysis, particularly for our Company’s products and services, that is similar to the Redseer Report.
The Redseer Report is available on the website of our Company at [Link]
from the date of this Red Herring Prospectus until the Bid/Offer Closing Date. Redseer is an independent agency
and is not a related party of our Company, our Subsidiaries, joint venture, Directors, Promoters, Key Managerial
Personnel, Senior Managerial Personnel or the Book Running Lead Managers. Unless otherwise indicated, all
financial, operational, industry and other related information derived from the Redseer Report and included
herein with respect to any particular year, refers to such information for the relevant year. See “– This Red
Herring Prospectus contains information from an industry report which we have commissioned and paid for
from Redseer” on page 73.

In making an investment decision, you must rely on your own examination of us and the terms of the Offer,
including the merits and risks involved, and you should consult your tax, financial and legal advisors about the
particular consequences of investing in the Offer. Prospective investors should pay particular attention to the fact
that our Company is incorporated under the laws of India and is subject to a legal and regulatory environment
which may differ in certain respects from that of other countries.

Internal Risks

Risks Related to Business and Operations

1. We have incurred net losses and negative operating cash flows in the past. If we are unable to generate
adequate revenue growth and increase cost-efficiency, we may not be able to generate positive
operating cash flows and maintain profitability in the future, and our viability as an operating business
will be adversely affected.

The following table sets forth our restated profit/ (loss) before tax, net cash generated from / (used in)
operating activities, EBITDA and adjusted EBITDA for the periods/ years indicated:

33
 Unit Three months ended June Fiscals
30,
2025 2024 2025 2024 2023
Restated profit/ (loss) in ₹ million 56.35 126.21 285.53 (927.27) (3,124.42)
before tax
Net cash generated in ₹ million 218.56 100.06 545.58 (855.75) (2,377.98)
from / (used in)
operating activities
EBITDA (1) in ₹ million (47.94) (33.62) (315.40) (1,467.01) (3,642.40)
Adjusted EBITDA (2) in ₹ million 210.71 48.18 120.91 (1,190.12) (2,976.92)
Note:
(1) EBITDA is defined as restated profit/ (loss) before tax less other income, plus finance costs, depreciation and
amortisation expense, plus share of net loss of Joint Venture accounted for using equity method.
(2) Adjusted EBITDA is defined as restated profit/ (loss) before tax less other income, plus finance costs, depreciation and
amortisation expense, share based payment expense, inventory loss on account of fire, listing expenses and share of net
loss of joint venture accounted for using equity method, and less payment of lease liabilities. For further details, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial
Measures – Restated profit/(loss) to Adjusted EBITDA” on page 429.

We invest in our business, including, among others, (i) our platform, (ii) our technology and
infrastructure; (iii) onboarding and training of service professionals, (iv) developing and improving our
brand, including through advertisement and sales promotion initiatives, (v) service and product offerings
on our platform, and (vi) recruitment of talent. The new service offerings on our platform such as our
painting and wall panels services, our water purifiers and electronic door locks under our ‘Native’ brand
and our InstaHelp offering, require us to make investments and develop scale in order to achieve
profitability. In particular, in the three months ended June 30, 2025, we started to undertake substantial
investments for the launch and promotion of InstaHelp including training and onboarding of service
professionals, promoting InstaHelp in the existing and new micro-markets and enhancing consumer
experience by investing in new technologies and features in InstaHelp. For further details, see “Our
Business – Our Growth Strategies – Launch new product and service offerings – InstaHelp” on page
235. As a result, the adjusted EBITDA margin for our India consumer services (as a percentage of NTV)
has remained steady at 4.01% of NTV in three months ended June 30, 2025 and three months ended June
30, 2024. The adjusted EBITDA margin (excluding InstaHelp) for the India consumer services segment,
which is calculated by excluding the loss on account of InstaHelp from the adjusted EBITDA Margin (as
a % of NTV) for the India consumer services segment, was 5.22% of NTV for the three months ended
June 30, 2025. Please also see “– We have presented certain supplemental information of our
performance which is not prepared under or required under Ind AS” and “– Certain of our operational
metrics are tracked using internal systems and tools and as a result are subject to inherent challenges
in measurement which may adversely affect our business and reputation” on pages 67 and 68,
respectively.

To attract and retain consumers on our platform, we offer incentives, discounts, promotions and goodwill
refunds to consumers from time to time, which can be applied against the transaction amount and are
recorded as reductions in the platform services revenue on a transaction-by-transaction basis. Discounts
in excess of revenue earned from the consumer at an individual transaction level are recorded as sales
promotion expenses. We also offer incentives to service professionals to incentivize them to use our
platform and to maintain their quality of services. These incentives may include availability fees and
other incentives such as training-related incentives and referral incentives. These expenditures directly
increase our operating costs and reduce our margins and overall profitability. The table below sets forth
the sales promotion expenses to our consumers and the incentives to service professionals on our platform
for the years and periods indicated.

Unit Three months ended Fiscals

June 30,
2025 2024 2025 2024 2023
Sales promotion expenses in ₹ million 154.23 115.10 344.28 263.71 223.12
Sales promotion expenses 4.20% 4.10% 3.01% 3.18% 3.50%
as a % of revenue from %
operations
Incentive to service 239.56 210.99 754.25 628.39 473.16
in ₹ million
professionals
Incentive to service 6.52% 7.51% 6.59% 7.59% 7.43%
professionals as a % of %
revenue from operations

34
 We have generated negative operating cash flows in Fiscals 2024 and 2023 and we may continue to
increase our operating expenses as we expand offerings on our platform and invest in technology and
improve consumer experience and the services provided by the service professionals. We might not
generate sufficient revenue in the near future. As we expect to continue to incur significant future
expenditures on building our technology infrastructure, sales and marketing, and general and
administrative expenses, we may continue to experience negative operating cash flows until we reach a
sufficient level of sales with positive gross profit to cover operating expenses. An inability to generate
positive cash flow until we reach a sufficient level of sales with positive gross profit to cover operating
expenses or raise capital on reasonable terms will adversely affect our viability as an operating business.
While we have generated net profits for Fiscal 2025 and the three months ended June 30, 2025 and 2024,
there is no guarantee that we will be able to maintain profitability in the future, and we may incur net
losses in the future. In addition, when we become a listed company, we will incur additional significant
legal, accounting, and other expenses that we do not currently incur as an unlisted company. Our ability
to maintain profitability depends largely on, among other factors, our ability to expand and maintain our
consumer base and service professional network, increase orders and transactions on our platform,
provide adequate incentives to consumers and benefits to service professionals, achieve economies of
scale, implement effective pricing strategies, and increase operational efficiency. We cannot assure you
that we will sustain profitability and not incur significant losses in the future. Our failure to generate
profits may adversely affect the market price of our Equity Shares, restrict our ability to pay dividends
and impair our ability to raise capital and expand our business.

2. If we are unable to continue to provide a satisfactory experience to our consumers, our business and
reputation may be materially and adversely affected.

The success of our business depends on our ability to provide a satisfactory experience to consumers, as
we continue to grow our platform in existing markets and expand into new geographies and categories
of offerings. See “Our Business – Our Growth Strategies – Grow our consumer base – Geographical
expansion to new markets” on page 234. Our ability to attract and retain consumers depends on a number
of factors, including but not limited to (i) the types of services available on our platform, (ii) the fulfilment
rate of orders placed on our platform, (iii) the efficiency of assigning service professionals to fulfil the
orders, (iv) the quality of services provided by independent service professionals, (v) pricing of services,
(vi) quality of after-sales services, (vii) our ability to provide a convenient and efficient platform to
connect consumers and service professionals, and (viii) the user-friendliness of our platform.

The following table sets forth the number of consumer queries and complaints which were received and
resolved / settled as at and for the periods/ years indicated:

Unit From July Three months Fiscals

1, 2025 to ended June 30,
August 17, 2025 2024 2025 2024 2023
2025
Consumer queries
Number of consumer in million 0.92 1.85 1.52 5.94 3.40 0.73
queries received during
the period/ year
Number of consumer in million 0.90 1.85 1.52 5.90 3.37 0.72
queries resolved / settled
during the period/ year
Number of consumer % 98.40% 100.00% 100.00 99.33% 99.12% 98.63%
queries resolved / settled %
during the period/ year as
a % of number of
consumer queries
received in the same
period/ year
Number of consumer in million 0.02 0.00 0.00 0.04 0.03 0.01
queries pending at the end
of the period/ year
Number of consumer % 1.60% 0.00% 0.00% 0.67% 0.88% 1.37%
queries pending at the end
of the period/ year as a %
of number of consumer

35
 Unit From July Three months Fiscals
1, 2025 to ended June 30,
August 17, 2025 2024 2025 2024 2023
2025
queries received in the
same period/ year
Consumer complaints
Number of consumer in million 0.19 0.39 0.33 1.06 0.90 0.35
complaints received
during the period/ year
Number of consumer in million 0.19 0.39 0.33 1.05 0.89 0.34
complaints resolved /
settled during the period/
year
Number of consumer % 97.63% 100.00% 100.00 99.06% 98.89% 97.14%
complaints resolved / %
settled during the period/
year as a % of number of
consumer complaints
received in the same
period/ year
Number of consumer in million 0.00 0.00 0.00 0.01 0.01 0.01
complaints pending at the
end of the period/ year
Number of consumer % 2.37% 0.00% 0.00% 0.94% 1.11% 2.86%
complaints pending at the
end of the period as a %
of number of consumer
complaints received in
the same period

We are subject to routine consumer complaints regarding services rendered by service professionals on
our platform from time to time. For example, in January 2024, a user on social media claimed that a
service professional damaged his television during installation. We investigated the claim and determined
that the damage was not caused by our service professional and refunded the user with an amount
equivalent to the cost of the television as a good-will gesture. Similarly, in March 2024, a user claimed
that certain design of the user interface of our mobile application was confusing, misleading and not user
friendly. We have issued a clarification and updated our mobile application to address the concerns raised
by such user. Since our introduction of bots in our consumer service helpline in Fiscal 2023, we have
witnessed an increase in consumer interaction through queries and complaints. While we have
implemented and continue to maintain a query and complaint redressal mechanism, there is no guarantee
that our systems will be able to respond to our consumers’ queries, grievances and complaints in a timely
manner or in a manner satisfactory to our consumers. Our consumer complaint redressal mechanism
typically includes the following steps: (i) complaint logging, (ii) categorization; (iii) assignment to
internal team; (iv) investigation; (v) resolution decision; (vi) consumer communication; and (vii)
complaint closure. Any delays in the handling of consumer grievances and complaints may lead to
consumer dissatisfaction and further complaints, which in turn may cause backlogs in our grievance
handling system. In addition, certain consumer grievances and complaints may be complex and may
require more detailed consideration and additional time which could lead to delays in the resolution of
such consumer complaints.

While our business, reputation, results of operations and financial condition have not been materially and
adversely affected by consumer complaints, there is no assurance that we will be able to continue to
provide a satisfactory experience or solution to our consumers. The table below sets forth the number of
annual transacting consumers on a consolidated business level utilizing our platform and average ratings
by our consumers for the periods indicated.

Unit Three months ended Fiscals

June 30,
2025 2024 2025 2024 2023
Consolidated Business
Annual transacting consumers (1) in million 7.02 6.04 6.78 5.75 4.93

36
 Unit Three months ended Fiscals
June 30,
2025 2024 2025 2024 2023
Consolidated Business
Average ratings on the Urban on a scale of 4.79 4.81 4.81 4.83 4.82
Company consumer application(2) 5.0
Notes:
(1) Annual transacting consumers represents the total number of unique consumers (identified based on mobile number)
who have availed at least one service or more in the trailing 12 month period prior to the end of the reporting period.
(2) Average ratings are the simple average of ratings on all jobs rated by consumers, on a scale of 5.0 as the highest rating,
on the Urban Company consumer application. In Fiscal 2024, the rating methodology was changed to allow consumers
more flexibility in ratings submission by removing the requirement to provide a reason for ratings below the highest
possible rating.

If we are unable to attract new consumers and maintain utilization of services by existing consumers for
any reason, the reduced number of consumers using our platform would adversely and materially impact
our business, results of operations and financial condition.

3. We face intense competition from traditional offline players and due to low penetration of online
services across the markets we serve, which may result in reduced demand for services on our platform
or reduced number of service professionals signing up for our platform, resulting in a negative impact
to our revenues and costs.

The markets in which we operate are intensely competitive and characterized by evolving consumer
preferences, fragmentation, and introduction of new services and offerings. We face substantial
competition from both traditional offline service providers and online platforms offering similar services
and we compete in two-sided markets and must attract both consumers and service professionals to use
our platform. We primarily compete on factors including service quality, pricing, brand recognition,
consumers’ and service professionals’ experiences and operational efficiencies.

According to the Redseer Report, in the Indian market, which is currently characterized by low
penetration of online services, a significant source of our competition comes from traditional offline
players. For further details, see “Industry Overview – Section 3: Overview of the Home Services Market
in India – B. Online full stack service providers have a large growth headroom in India’s home services
market and are projected to grow at 18-22% CAGR between FY 2025 and FY 2030” on page 202. Our
offline competitors include both unorganized local vendors and organized service providers, such as salon
chains and original equipment manufacturers (“OEMs”) offering repair services. These offline
competitors leverage their local reputations, direct relationships with consumers, lower costs and flexible
pricing practices to attract price-sensitive consumers who are less concerned with the quality of service
being rendered. According to the Redseer Report, in addition, new players in the online home services
space offering higher incentives to service professionals may also lead to service professionals churn
from existing platforms. For further details, see “Industry Overview – Section 6: Threats and
Challenges” on page 214. Furthermore, changing consumer habits from offline to online marketplaces
can be challenging due to the consumers’ past experiences and referrals. Further, we also face competition
from other online full-stack platforms in India. According to the Redseer Report, some of such platforms
tend to be more localized platforms focusing on specific geographical areas or service categories. For
further details, see “Industry Overview – Section 7: Urban Company’s currently serviceable market
and competitive positioning – B. Urban Company is an online full stack home services solutions
provider in India” on page 216. These platforms may have established niche markets that are difficult
for us to penetrate and navigate.

In the overseas markets, in addition to the offline competition with established local service providers
and unorganized players having deep community roots and potentially lower operating costs, we also
face competition from other online platforms that provide similar services. These competitors may have
greater financial resources, more advanced technologies, or more extensive service offerings. They may
have focus on certain service categories or target groups of consumers that allows them to cross-sell or
expand into service offerings. They may also engage in aggressive marketing campaigns, offer lower
prices, or provide better consumer incentives, making it challenging for us to attract and retain consumers
and service professionals. We have also ventured into the KSA markets through a joint venture, see “–
We conduct our operations in the Kingdom of Saudi Arabia through a Joint Venture and our control
over the Joint Venture is limited by our shareholding therein and the joint venture agreement. If the
Joint Venture fails to achieve or maintain profitability, our business, results of operation and financial
condition may be materially and adversely affected” on page 72.

37
 Such competitive pressures may require us to reduce prices or fees and increase service professional or
consumer incentives and marketing expenses, which has impacted and could continue to impact our
revenues and costs. We cannot assure you that these practices would be successful in achieving our goals
of attracting or maintaining the engagement of service professionals and consumers, or that the positive
impact of achieving those goals would outweigh the negative impact of these practices on our
profitability.

According to the Redseer Report, the home services market in India is expected to grow at a 10-11%
CAGR from Fiscal 2025 to Fiscal 2030, driven by increasing urbanization and rising income. For further
details, see “Industry Overview – Section 3: Overview of the Home Services Market in India” on page
196. This growth may have prompted and may in the future prompt new online marketplaces to enter into
the home services market and compete with us. These competitors may have more financial, technical,
marketing, research and development resources. They may be able to devote greater resources to sales
and marketing efforts to offer lower prices than us or offer higher earnings to service professionals. Any
failure to successfully compete with current or future competitors or gain market share could materially
and adversely affect our business, financial condition and results of operations.

4. If we are unable to attract and retain service professionals on our platform, our platform will become
less appealing.

Our success significantly depends on our ability to maintain and increase our network of service
professionals on our platform. Our ability to attract and retain service professionals depends on a number
of factors, which, among other things, include: (i) the variety and quality of offerings on our platform,
(ii) the average earnings of service professionals on our platform, including the benefits such as referral
incentives and availability fees, (iii) our ability to deliver quality training to service professionals, and
(iv) the service professionals’ level of satisfaction. The table below sets forth the number of average
monthly active service professionals on our platform for the periods indicated.

Unit Three months ended Fiscals

June 30,
2025 2024 2025 2024 2023
Average monthly active in number 54,347 50,992 47,833 46,012 42,523
service professionals (1)
Note:
(1) Average monthly active service professionals represent the service professionals who have delivered at least one service
in this segment during a given month. This figure is calculated by averaging the number of such service professionals
across all months in specified period / year. This figure does not include additional personnel, if any, hired by a service
professional.

The number of average monthly active service professionals on our platform also varies due to
seasonality. For example, as shown in the table above, the numbers of average monthly active service
professionals on our platform for the three months ended June 30, 2025 and June 30, 2024 were higher
than those for Fiscals 2025, 2024 and 2023, as the demand for our air conditioner cleaning services and
refrigerator repair services (the “Summer Service Categories”) typically increases in the first quarter of
a fiscal year (April to June) leading up to summer. However, there is no assurance that such seasonality
pattern would recur in the future. See “– Our business is subject to seasonality, which may result in
seasonal fluctuations in operating results and cash flows” on page 58 for further details.

If service professionals choose not to offer their services through our platform or elect to offer them
through a competitor’s platform or directly to consumers, we may lack a sufficient supply of service
professionals to attract consumers to, and retain consumers in, our platform. In our overseas markets such
as the UAE, Kingdom of Saudi Arabia (“KSA”) and Singapore, we typically source the service
professionals from foreign jurisdictions as there is limited supply of appropriately skilled service
professionals locally. In these overseas jurisdictions we collaborate with local aggregators for most
categories of offerings on our platform, where the local aggregators are typically responsible for visas
and lodging for the service professionals and enter into contracts with service professionals. We have
from time to time experienced, and may in the future continue to experience, service professional
shortages in the international markets if there are any disruptions or inefficiencies in the local
aggregators’ operations, or a change in visa policies applicable to the country from where we source the
service professionals, or a change in the application of such visa policies, which could adversely impact
our ability to onboard service professionals through aggregators and deliver services in these overseas
markets. While we have not experienced any difficulties in engaging service professionals that materially
and adversely affected our business, results of operations or financial condition, there is no assurance that

38
we will not face any supply shortages, or we will be able to find alternatives, which could have a material
adverse effect on our business, results of operations and financial condition.

We also routinely receive complaints and grievances from service professionals on our platform, which
typically relates to platform services fees due on service orders, disputes regarding consumers’
complaints, ratings, re-training due to non-adherence of platform norms and penalties due to failure to
adhere to our service standards. While we have established a query and complaint redressal mechanism,
there is no assurance that we can resolve the complaints in a timely manner or in a manner satisfactory
to the service professionals. Failure to resolve service professionals’ complaints could result in reduced
job satisfaction, reduced retention rate and reduced consumer satisfaction, which could have material
adverse impact on our business, results of operations and financial condition. The following table sets
forth the number of service professional queries and complaints which were received and resolved /
settled as at and for the periods/ years indicated:

Unit From Three months Fiscals

July 1, ended June 30,
2025 to 2025 2024 2025 2024 2023
August
17,
2025
Service professional queries
Number of service professional in 1.34 1.75 1.50 5.12 3.57 1.80
queries received during the million
period/ year
Number of service professional in 1.34 1.74 1.49 5.12 3.57 1.80
queries resolved / settled million
during the period/ year
Number of service professional % 99.45% 99.43% 99.33% 100.00% 100.00% 100.00%
queries resolved / settled during
the period/ year as a % of
number of service professional
queries received in the same
period/ year
Number of service professional in * * * * * *
queries pending at the end of the million
period/ year
Number of service professional % 0.55% 0.57% 0.67% 0.00% 0.00% 0.00%
queries pending at the end of the
period/ year as a % of number of
service professional queries
received in the same period/
year
Service professional complaints
Number of service professional in 0.15 0.36 0.17 0.75 0.58 0.35
complaints received during the million
period/ year
Number of service professional in 0.15 0.36 0.17 0.75 0.58 0.35
complaints resolved / settled million
during the period/ year
Number of service professional % 99.23% 100.00% 100.00% 100.00% 100.00% 100.00%
complaints resolved / settled
during the period/ year as a % of
number of service professional
complaints received in the same
period/ year
Number of service professional in * * * * * *
complaints pending at the end million
of the period
Number of service professional % 0.77% 0.00% 0.00% 0.00% 0.00% 0.00%
complaints pending at the end
of the period as a % of number
of service professional
complaints received in the
same period

39
 Note:
* denotes less than or equal to 0.01 million.

Due to the evolving nature of our business, customer demands, operational challenges and such other
reasons, we change our terms of engagement with service professionals on our platform from time to
time with prior notice of such changes. Some changes regarding the performance standards of service
professionals on our platform could lead to dissatisfaction among certain groups of service professionals,
for a number of reasons, including, but not limited to, actual or perceived reduced flexibility in the
engagement, or actual or perceived reduction in earnings. For example, in calendar year 2023, we
introduced re-trainings for service professionals whose consumer rating score was below a pre-
determined score, which was set based on the aggregate consumer feedback for the relevant service
category. With the aim to achieve better service delivery and customer satisfaction, in June 2024, we no
longer require re-confirmations from service professionals for any service request assigned to them, since
all service requests are only sent when the time slot was marked as available by service professionals on
our platform. Such changes in the terms of engagement have been perceived by some service
professionals as stringent, leading to attrition of some of the service professionals on our platform. Any
inability to maintain or increase the number of service professionals that use our platform could have an
adverse effect on our ability to maintain and enhance our platform, as well as the synergies within our
overall ecosystem, and otherwise materially and adversely affect our business, financial condition and
results of operations.

5. Our business may suffer if we do not successfully manage our current and potential future growth,
which may adversely impact our business and financial condition.

We have grown significantly in recent years in terms of the number of consumers and service
professionals using our platform, offerings on our platform, geographic reach and scale of our operations,
and we intend to continue to expand the scope and geographic reach of services offered through our
platform. The following table sets forth our growth in terms of number of annual transacting consumers
on a consolidated business level, service category micro-markets, number of active monthly active
service professionals and our net transaction value (“NTV”) at a consolidated level as at and in the
periods/ years indicated:

Unit As at June 30, As at March 31,

2025 2024 2025 2024 2023
Consolidated Business
Annual transacting consumers 7.02 6.04 6.78 5.75 4.93
(1) in million
Number of service category 12,231 12,030 12,515 11,912 9,959
in number
micro-markets (2)
Average monthly active 54,347 50,992 47,833 46,012 42,523
in number
service professionals (3)
Note:
(1) Annual transacting consumers represents the total number of unique consumers (identified based on mobile number) who have availed
at least one service or more in the trailing 12 month period prior to the end of the reporting period.
(2) We have expanded the geographical coverage of hyperlocal, high density hubs for our handyman category and subsumed regular hubs,
as a result, the total micro market count declined between March 31, 2025 and June 30, 2025.
(3) Average monthly active service professionals represent the service professionals who have delivered at least one service in this segment
during a given month. This figure is calculated by averaging the number of such service professionals across all months in specified
period / year. This figure does not include additional personnel, if any, hired by service professionals.

Unit For Three months For Fiscals

ended June 30,
2025 2024 2025 2024 2023
Consolidated Business
Net Transaction in ₹ 10,306.06 8,591.82 32,709.14 25,639.05 20,779.49
Value (1) million
Revenue from in ₹ 3,672.67 2,808.56 11,444.65 8,280.18 6,365.97
operations (2) million
Note:
(1) Net Transaction Value (“NTV”) represents the sum of NTV from services and NTV from Native.
a. NTV from services represents the monetary value paid by consumers towards services availed on our platform (gross of
taxes, net of discounts, across the ‘Urban Company’ consumer application, mobile website, net of cancellations). It does
not separately include revenue from sale of products sold by us to service professionals as the amount charged to the
consumer includes the cost of products to be used during service delivery. Further, it does not include tips given to service
professionals by Consumers.
b. NTV from Native represents the monetary value of Native products (i.e. water purifiers and electronic door locks) paid by
consumers across the ‘Urban Company’ consumer application, mobile website, third party e-commerce sites and third-
party retail stores. The price of the products sold on third party e-commerce sites and third-party retail stores are assumed

40
 to be same as price of the products sold on Urban Company consumer application (gross of taxes across the Urban Company
consumer application, mobile website and third-party e-commerce sites and third-party retail stores, net of order
cancellations/ returns and discounts, gross of channel commissions).
(2) Revenue from operations is as disclosed in the Restated Consolidated Financial Information. Segment revenue of "India consumer
services", "Native" and "International business" is as per the segment revenue stated in Note No. 42 in the Restated Consolidated
Financial Information.

Our growth has placed, and we believe our future growth will likely continue to place, significant
demands on our management and operations. Our success in managing our growth will depend, to a
significant degree, on our ability to acquire new consumers, increase our existing consumers’ spending
and expand service and product offerings and geographical footprint of our platform. Our success in
managing this growth will also largely depend on the ability of our directors, key managerial personnel
and other members of our senior management to operate effectively, and on our ability to improve and
develop our financial and management information systems, controls and procedures. We expect our
expenses to continue to increase in the future as we acquire more consumers, launch new technology
innovation initiatives, expand into new geographic markets and categories of products, services and
businesses and build additional technology infrastructure. In addition, as our business grows, our
profitability also depends on our ability to maintain a cost-effective platform and drive operational
leverage over our expenses. We believe our growth could also strain our ability to maintain the quality
and reliability of our platform, products and services, develop and improve our operational, financial,
legal and management controls and enhance our reporting systems and procedures. Our expenses may
grow faster than our revenues, and our expenses may be greater than we anticipate. If we are unable to
manage our operations properly and prudently as we grow, or if the quality of our platform or support
systems deteriorates due to mismanagement, our brand name and reputation could be harmed, and our
business, financial condition, and results of operations could be materially and adversely affected.

6. Consumers and service professionals may circumvent our platform and engage through other means,
thereby adversely impacting our business financial condition and results of operations.

Despite initially engaging through our platform, our consumers and service professionals may
subsequently circumvent our platform and engage with each other through means other than our platform.
Although there may be reduced assurance in quality of services, post service support and accountability
for transactions conducted outside of our platform, consumers and service professionals may circumvent
our platform to avoid the fees that we charge for transactions facilitated by our platform. In addition,
service professionals, after utilizing our platform to build their reputation and grow their clientele, could
choose to market their services and skills and transact with consumers outside of our platform. While we
have implemented certain measures to dissuade the consumers and service professionals to circumvent
our platform, such as disallowing cancellation of a service order after the service has started, there is no
assurance that we can prevent consumers and service professionals from circumventing our platform.
While we are not aware of any material and/or large-scaled circumvention efforts for the three months
ended June 30, 2025 and Fiscals 2025, 2024 and 2023, if we are unable to prevent circumvention of our
platform, our business, financial condition and results of operations could be materially and adversely
affected.

7. We have a limited operating history in some of our business lines such as our products under the
Native brand, our InstaHelp offerings, small home project offerings, wall panel services for home
decor and cleaning subscription services. A rapid evolution of our business model may make it difficult
for investors to evaluate our business, results of operations and financial condition.

We started our operations in 2014, and we have a limited operating history in some of our business lines,
such as our Native brand products, small home project offerings, wall panel services for home decor and
cleaning subscription services, which may limit potential investors’ evaluation of our business and results
of operations and financial condition. In Fiscal 2023, we expanded into home solutions with the launch
of water purifiers under the ‘Native’ brand, and in Fiscal 2024, we further expanded the Native brand
products with the pilot launch of electronic door locks. For risks associated with warranty claims for
products under the ‘Native’ brand due to its limited operating history, see “– We have recently completed
a full warranty cycle in respect of the products sold under the ‘Native’ brand. We may be subject to
warranty claims in the future and our warranty reserves may be insufficient, which could materially
and adversely affect our financial condition and results of operations” on page 51. In Fiscal 2024, we
expanded our home improvement services to offer small home project offerings, wall panel services and
cleaning subscription services. We also launched InstaHelp in January 2025, and are in the process of
scaling up, our InstaHelp offering in specific micro markets across a number of cities in India. For risks
associated with investments in the new offerings and technologies, see “– We regularly make

41
 investments in new product and service offerings, new geographies and technologies, and expect to
continue such investments in the future. These new initiatives are inherently risky, and we may not
realize the expected benefits from them, which may adversely impact our business, results of operations
and financial condition” on page 56.

Our limited operating history in some of our lines of business, and the rapid evolution of our business
model means that our historical growth is not necessarily indicative of our future performance. We cannot
assure you that we will be able to achieve similar results or grow at the same rate as we did in the past.
As our business and the industry in which we operate continue to develop and as competition increases
in the home services, beauty services and the home solutions space, we may adjust offerings on our
platform or modify our business model. Any such adjustment or modification may have a material
adverse impact on our business, results of operations and financial condition.

8. Our business depends on the strength of our brands including ‘Urban Company’ and reputation, and
any adverse impact on our reputation or brand may materially and adversely affect the growth of our
business, financial condition, cash flows and results of operations.

Our business is, to a large extent, reliant on the strength of our brand, including ‘Urban Company’
(formerly known as ‘Urban Clap’) and ‘Native’. See “Our Business – Our Competitive Strengths –
Established brand trusted by consumers” on page 225. We have undertaken branding and marketing
activities and other efforts to promote our platform, services and products and improve our brand
recognition such as marketing campaigns across social media, over-the-top platforms and TV networks
as well as offline marketing events. For further details in relation to our advertising and marketing
promotion spending, see “Our Business – Description of Our Business and Operations – Sales and
Marketing” on page 249. Maintaining, protecting, enhancing and promoting trust in us, our platform and
our brand is critical to expanding the bases of consumers and service professionals on our platform, as
well as increasing their engagement with services on our platform and our product offerings. In order to
maintain and enhance our brand, we will need to continuously invest in marketing and advertising
programs that may not be successful in achieving meaningful awareness levels, see “– Failure to refine
our existing marketing approaches or to introduce new effective marketing approaches in a cost-
effective manner could impact our revenues and profitability” on page 52 for further details.

We have been subject to negative publicity from time to time, including negative news or rumors in
traditional news media and social media and negative reviews on our Urban Company platform. Such
negative publicity could harm the size of our network and the engagement and loyalty of consumers and
service professionals that utilize our platform. Any negative publicity that we may receive about us,
whether with merit or not, even if factually incorrect or inaccurate or based on isolated incidents or based
on the aggregate effect of individually insignificant incidents could diminish confidence in, and the use
of, our platform and may result in increased regulation and legislative scrutiny of our business or the
industry practices as well as increased litigation, which may further increase our costs of doing business
and adversely affect our brand. For example, in June 2024, online news outlets reported a demonstration
by a group of service professionals in relation to our policy changes, such as no longer requiring re-
confirmations from service professionals for service requests assigned to them and defining minimum
rating thresholds, which resulted in attrition of service professionals. In addition, in June 2025, online
news outlets reported on the objection raised by some service professionals and a gig-worker union
against our introduction of AI-generated image standardization measures. We have subsequently
modified these measures to address the relevant concerns. See “– If we are unable to attract and retain
service professionals on our platform, our platform will become less appealing” on page 38. While
these incidents of negative publicity have not had a material impact on our business, results of operations
and financial condition, there is no assurance that we will not experience any negative publicity, or we
will be able to address such negative publicity in an effective manner. Any failure to effectively address
the negative publicity could undermine or damage our platform or our brand and reputation, including
any actual or perceived failure by us or the service professionals to satisfy expectations of service and
quality, inadequate protection of sensitive information, compliance failures and claims, employee
misconduct, or misconduct by the service professionals or other counterparties. Any impairment or
damage to our brand could adversely affect our business, reputation, cash flows, results of operations and
financial condition.

42
9. We are exposed to many types of operational risk, including the risk of improper, harmful or otherwise
inappropriate activity and oversight errors by employees, consumers, service professionals and third
parties. Materialization of any of the operation risks may materially and adversely affect the growth
of our business, financial condition, cash flows and results of operations.

We are exposed to many types of operational risks and potential liabilities arising from improper, harmful
or otherwise inappropriate actions, or oversights and errors by our employees, consumers, service
professionals. For example:

• Although we have established a screening process in place for the service professionals in India,
including a three-step background check on service professionals carried out by third-party agencies,
including (1) background documentation, (2) criminal record check, and (3) permanent address
verification, these screening processes may not bring to light all potentially relevant background
information pertaining to the service professional. To the extent that service professionals provide
inaccurate, incomplete, insufficient or fraudulent information to us, results of our background checks
may not be reliable. We had experienced past instances of service professionals providing us with
inaccurate information in the background check process, in which case the third-party agencies have
rejected such service professionals. In certain jurisdictions, available information may be limited by
applicable laws or limited generally, and we (or third-party agencies we use to conduct background
checks) also may fail or not be permitted to conduct background checks adequately.

• Service professionals or consumers may engage in improper, harmful or otherwise inappropriate

activities during the course of services, which may lead to bodily harm or property damage to the
consumers or the service professionals, and reputational damage to our platform. For example, in the
Fiscal 2025, we were informed by the local police of an altercation between a service professional
and a consumer, in which we duly provided the requested information for the local police’s further
actions. While such instance was limited to information requested from us and did not result in any
business interruption or liabilities for us, more severe instances may arise in the future and may have
an adverse impact on our reputation, business and results of operations. We have also encountered
instances of fraud by our employees and in our payment process systems, see “– We face payment
and fraud risks that could materially and adversely affect our business” on page 54.

• Service professionals may not use the products recommended or required by us, use counterfeit
products, or may not follow or otherwise circumvent our internal processes to prevent use of
counterfeit products, which could lead to consumer dissatisfaction, bodily harm to the consumers
and reputational damage to our platform. In the Fiscals 2025, 2024 and 2023, we had received
complaints from certain consumers alleging the use of counterfeit products by service professionals
on our platform. We had conducted follow-up investigation and analysis in such cases, and for
instances where we have found evidence of the use of counterfeit products which may cause bodily
harm or damage on a consumer, we have provided goodwill refunds to the consumers in accordance
with our policies.

While we have implemented standard and detailed vetting procedures such as document, local address
and criminal court verification for service professionals on our platform carried out by third-party
agencies and measures to ensure both the consumers’ and service professionals’ safety, such measures
may not be effective or adequate. In addition, service professionals may hire additional personnel to assist
them in certain service categories such as full-home cleaning and painting. While we have conducted
background checks through third party agencies for 82.25% of all additional personnel in the three
months ended June 30, 2025 where such personnel have been identified and declared by the service
professionals, we cannot assure you that service professionals and their additional personnel will always
perform services in a safe manner adhering to our quality standards. Any inappropriate actions or inferior
services by service professionals or their additional personnel may materially and adversely affect our
reputation, which may result in a material adverse effect on our business, results of operations and
financial condition.

We typically direct the originally assigned service professionals to remedy the defects or damages at no
additional costs to the consumer or to us. While we are not contractually required to provide
compensation to our consumers for inappropriate actions or inferior services by service professionals on

43
 our platform, we may provide goodwill refunds up to ₹10,000 to our consumers on a case-by-case basis
as a good faith gesture, the details of which are set forth below:

Unit Three months ended June Fiscals

30,
2025 2024 2025 2024 2023
Goodwill refunds granted to in ₹ 146.37 137.33 373.90 285.08 176.88
consumers million

We are from time to time subject to claims for monetary damages and we may experience negative
publicity if there is any failure to complete services in a timely manner, or any failure to provide
satisfactory services. Any of the foregoing activities and negative publicity from such activities could
diminish our ability to operate our business, increase our potential goodwill refunds to consumers and
service professionals, and may lead to an inability to attract future consumers and service professionals,
cause reputational damage, attract regulatory intervention or litigation, and cause financial harm, any or
all of which could negatively impact our business, results of operations and financial condition.

10. Our business may be adversely affected by unrest among service professionals on our platform and
union activities.

Service professionals operating on our platform are ‘independent contractors’ and not ‘employees’ under
the existing regulatory framework of India. In Fiscal 2024, certain gig-worker unions initiated protests
and filed complaints with the regional labor offices against us in several states and cities where we
operate, alleging that employer-employee relationships exist between us and service professionals. As at
the date of this Red Herring Prospectus, most of these complaints have been closed and no adverse order
or penalty has been levied against us, however, there is no assurance that such complaints will not arise
in the future. If it is determined that employee-employer relationships exist between us and service
professionals on our platform, then service professionals on our platform may unionize, and it may result
in higher costs, operational restrictions, and increased risk of disruption to operations and subject to
additional liabilities and obligations. Also see “– Our business would be adversely affected if service
professionals were classified as employees, workmen or quasi-employees” on page 48.

11. If we fail to timely identify or effectively respond to changing consumer preferences and spending
patterns or fail to expand or offer appropriate categories of offerings, the demand for products and
services provided on our platform could decrease, and our revenue and results of operations may
decline.

Our future revenue depends on continued demand for the types of offerings on our platform. The
popularity of certain categories of offerings may vary over time due to perceived availability, slowing
levels of growth in consumer penetration, subjective value, and trends amongst consumers and society in
general. According to the Redseer Report, changes in consumer preferences may be driven by innovations
in the industry, such as laser hair removal which may make the current hair depilation methods redundant
and innovation by OEMs which may reduce the need for servicing or repairs. A decline in the demand
for, or popularity of, certain offerings sold through our platform without a corresponding increase in
demand for other offerings that we list on our platform could reduce our revenue. These trends may also
cause significant fluctuations in our results of operations from period to period. In addition, according to
the Redseer Report, there are new emerging trends in online consumption across categories for instant
availability and wider assortment of offerings. A failure by us to timely identify or effectively respond to
changing consumer preferences and spending patterns to expand or offer appropriate categories of
offerings, or a failure or inability of the service professionals to offer appropriate categories of offerings
could negatively affect our relationship with consumers and the demand for the use of our platform.

We cannot assure you that we will not shut down or scale back existing categories if there is decline in
the demand for certain offerings or such offerings become obsolete, which may result in material write
offs and offer to repurchase products sold to service professionals. Our liquidity position may be
adversely impacted and as a result, our revenue, results of operations and financial condition may decline.

12. Our international business involves risks that could increase our expenses, adversely affect our results
of operations, and require increased time and attention from our management.

As at June 30, 2025, we provided offerings in 51 cities across three countries, namely India, the United
Arab Emirates, Singapore and excluding cities served by the KSA Joint Venture. The following table sets

44
forth the revenue generated from outside India for the periods/ years indicated, including revenue from
countries where we have ceased operations as of June 30, 2025:

Unit Three months ended Fiscals

June 30,
2025 2024 2025 2024 2023
Revenue from international business in ₹ 358.94 315.70 1,470.49 897.31 627.52
million
Revenue from international business as a % 9.77% 11.24% 12.85% 10.84% 9.86%
% of revenue from operations

We are subject to risks inherently associated with international business. Our business, results of
operations and financial condition may be affected by fluctuations in exchange rates between Indian
Rupee and the currencies of the countries in which we operate. Our global operations and further
expansion into international markets require management attention and resources, require us to localize
service offerings on the platform to conform to a wide variety of local cultures, business practices, laws
and policies and expose us to legal, tax and regulatory requirements and violations or unfavorable
interpretation by the respective authorities of these regulations which could harm our business. For further
details in relation to risks relating to failure to comply with laws and regulations, see “– We are subject
to a wide range of laws and regulations. Failure to comply with such laws and regulations could have
a material adverse effect on our business, results of operations, and financial condition” on page 59.
This might include difficulties in managing, growing, and staffing our international business, including
in countries in which foreign personnel are, or may become, part of labor unions, personnel representative
bodies or collective agreements, challenges relating to work stoppages or slowdowns and higher costs of
doing business internationally, including increased accounting, travel, infrastructure and legal
compliance costs. While we have not encountered material instances of the foregoing incidents in our
operating jurisdictions in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, we
may be subject to these risks as we continue expanding our international business. Additional risks
associated with international business include difficulties in enforcing contractual rights, foreign currency
risks, the burdens of complying with a wide variety of foreign laws and potentially adverse tax
consequences, including permanent establishment and transfer pricing issues, tariffs, quotas and other
barriers and potential difficulties in collecting accounts receivable, the challenge of providing our
platform and operating our business across a significant distance, in different languages and among
different cultures, including the potential need to modify our platform and features to ensure that they are
culturally appropriate and relevant in different countries. In addition, we may face competition in other
countries from companies that may have more experience with operations in such countries or with
international business. As a result, we may not be able to achieve or maintain profitability in any of the
overseas markets where we operate. For example, we established subsidiaries in the United States and
Australia to offer services rendered by service professionals on our platform in these geographic markets,
and we have ceased our operations in the United States in Fiscal 2024 and in Australia in Fiscal 2023.
See “–We face intense competition from traditional offline players and due to low penetration of online
services across the markets we serve, which may result in reduced demand for services on our platform
or reduced number of service professionals signing up for our platform, resulting in a negative impact
to our revenues and costs” and “– Certain of our subsidiaries and step down subsidiaries, including
Handy Home which has a significant revenue contribution, have incurred losses in the past or are
currently loss-making, some of which have been deregistered. These losses may continue in future,
which could adversely affect our financial condition and results of operations” on pages 37 and 47,
respectively.

In many countries, we compete with local companies that understand the local market better than we do,
and we may not benefit from first-to-market advantages. See “– We face intense competition from
traditional offline players and due to low penetration of online services across the markets we serve,
which may result in reduced demand for services on our platform or reduced number of service
professionals signing up for our platform, resulting in a negative impact to our revenues and costs”
on page 37. We may not be successful in expanding into specific international markets or in generating
revenue from our foreign operations. As we continue to expand internationally, we are increasingly
subject to risks of doing business internationally, including the following:

• strong local competitors;

• different regulatory requirements, including regulation of gift cards and coupon terms, internet
services, professional selling, distance selling, bulk emailing, privacy and data protection,

45
 banking and money transmitting, that may limit or prevent services in some jurisdictions or
prevent enforceable agreements;

• difficulties in integrating with local payment providers, including banks, credit and debit card
networks and electronic funds transfer systems;

• different employee/employer relationships and the existence of workers' councils and labor
unions;

• shorter payment cycles, different accounting practices and problems in collecting accounts
receivable;

• higher internet service provider costs;

• seasonal reductions in business activity;

• expenses associated with localizing our products, including offering subscribers the ability to
transact business in the local currency; and

• differing intellectual property laws.

Although we have not faced any of the above instances in the three months ended June 30, 2025 and
Fiscals 2025, 2024 and 2023, we may encounter such instances in the future as we continue to expand
internationally, and we may be unable to successfully replicate our business model due to commercial
and regulatory constraints in our international markets, which may adversely affect our business. There
is no assurance that we will achieve or maintain profitability in any of the overseas markets where we
operate, or we will not exit from any of the overseas markets where we operate. We may incur expenses,
write-offs and losses in connection with such market exits, which could have a material adverse effect on
our reputation, business, results of operations and financial condition.

13. We recorded deferred tax assets (net) which are dependent upon future tax profitability to realize the
benefits, and our restated profit for Fiscal 2025 was largely attributable to our deferred tax which may
not recur in the future.

Deferred tax assets are items on a company’s balance sheet that represent a reduction in future taxable
income due to temporary differences between the book value of assets and liabilities and their tax values.
We have recorded deferred tax assets (net) on our balance sheet representing the carry forward of tax
business losses, unabsorbed depreciation and other timing differences. The table sets forth our deferred
tax assets (net) as of June 30, 2025 and 2024 and March 31, 2025, 2024 and 2023.

Unit As of June 30, As of March 31,

2025 2024 2025 2024 2023
Deferred tax assets (net) in ₹ million 2,118.57 - 2,117.43 - -

Further, our restated profit/ (loss) takes into account the deferred tax recorded in our restated consolidated
statement profit and loss, and our restated profit for Fiscal 2025 was largely attributable to our deferred
tax in the same period. The table sets forth our restated profit/ (loss) before tax, deferred tax and restated
profit/ (loss) for the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023.

Unit As of June 30, As of March 31,

2025 2024 2025 2024 2023
Restated profit/ (loss) before tax in ₹ million 56.35 126.21 285.53 (927.27) (3,124.42)
Deferred tax in ₹ million (13.03) - (2,112.12) - -
Restated profit/ (loss) in ₹ million 69.38 126.21 2,397.65 (927.72) (3,124.84)

Deferred tax assets have been recognized during Fiscal 2025 and the three months ended June 30, 2025,
since it is reasonably certain that we will generate sufficient taxable profits in the future to realize the tax
savings that our deferred tax assets represent. We have also recorded the deferred tax in our restated
consolidated statement profit and loss for Fiscal 2025 and the three months ended June 30, 2025. If we
do not achieve and maintain sufficient profitability, the tax savings represented by our deferred tax assets
may never be realized and we will need to reverse the recognition of these deferred tax assets and
recognize a corresponding charge in our statement of profit and loss, which could affect our results of
operations and financial condition.

46
14. Certain of our subsidiaries and step down subsidiaries, including Handy Home which has a significant
revenue contribution, have incurred losses in the past or are currently loss-making, some of which
have been deregistered. These losses may continue in future, which could adversely affect our
financial condition and results of operations.

Certain subsidiaries have incurred losses in the past or are currently loss-making due to the initial time
taken for us to establish product market fit for the platform with consumers and service professionals.
The table below sets forth the profit / (loss) after tax of our subsidiaries which are in existence as of the
date of this Red Herring Prospectus but have been loss-making in the past for the periods/ years indicated.

Place of Unit Three months ended Fiscals

Incorporation June 30,
2025 2024 2025 2024 2023
Handy Home India in ₹ (46.43)(2) (16.06) (11.65) (94.05) (153.78)
Solutions Private million
Limited (“Handy
Home”)
Urban Home Singapore in ₹ (119.24) (130.26) (455.02) (1,279.47) (935.71)
(3)
Experts Pte Ltd. million
Urbanclap UAE in ₹ (12.59) (32.43) 3.15 (140.19) (318.52)
Technologies million
DMCC
Urban Company UAE in ₹ 0.35 (6.75) (27.18) (26.76) (19.83)
Technologies million
Onshore LLC
Urban Company KSA in ₹ N/A (4) (73.53) (234.69) (140.78) (177.70)
Arabia for million
Information
Technology
Note:
1. The profits / losses of the subsidiaries shown above do not include any consolidation adjustments.
2. The loss of Handy Home for the three months ended June 30, 2025 included inventory loss for ₹70.41 million on account
of a fire incident in May 2025 at a third party warehouse in Bhiwandi, Mumbai.
3. The loss of Urban Home Experts Pte Ltd. for the three months ended June 30, 2025 included impairment of investment
and provision for winding up of operations of the foreign subsidiaries of ₹ 83.21 million.
4. We carried out our operations in KSA through our step-down subsidiary, Urban Company Arabia for Informational
Technology prior to January 1, 2025. Our joint venture in KSA was incorporated in October 2024, to which we have
migrated our KSA operations with effect from January 1, 2025, after which we no longer consolidate revenues from our
operations in KSA, and we have since then accounted for our KSA joint venture using the equity method and recognized
our share of profit / (loss) from the joint venture. For further details of the KSA joint venture, see “– We conduct our
operations in the Kingdom of Saudi Arabia through a Joint Venture and our control over the Joint Venture is limited
by our shareholding therein and the joint venture agreement. If the Joint Venture fails to achieve or maintain
profitability, our business, results of operation and financial condition may be materially and adversely affected”
and “History and Certain Corporate Matters” on pages 72 and 266, respectively. For further details of the results of
operations of our KSA joint venture, see “Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Results of Operations – Three months ended June 30, 2025, compared to three months ended June
30, 2024 – Share of net loss of joint venture accounted for using the equity method” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations – Results of Operations – Fiscal 2025 compared to
Fiscal 2024 – Share of net loss of joint venture accounted for using the equity method” on pages 421 and 424,
respectively.

One of the above loss-making subsidiaries is Handy Home, through which we provide pest control
services, wall panel services and sell traded goods to service professionals. Handy Home has significantly
contributed to our revenue in the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and
2023, as set forth in the table below, see “History and Certain Corporate Matters – Our Subsidiaries –
Indian Subsidiary – Handy Home Solutions Private Limited (“Handy Home”) – Amount of
Accumulated Profits or Losses” on page 275 for further details.

Unit Three months Fiscals

ended June 30,
2025 2024 2025 2024 2023
Revenue contribution of Handy Home to in % 17.11% 16.84% 18.77% 20.11% 23.41%
our consolidated revenue

There is no assurance that our loss-making subsidiaries will be able to generate sufficient revenue that
would result in positive profit to cover their operating expenses in the near future. Our inability to

47
 generate profits through these subsidiaries, especially through Handy Home which has significantly
contributed to our revenue, may adversely affect our results of operations and financial condition.

In addition, the table below sets forth the profit / (loss) after tax of our subsidiaries which have been
deregistered as of the date of this Red Herring Prospectus for the periods/ years indicated.

Place of Unit Three months ended Fiscals

Incorporatio June 30,
n 2025 2024 2025 2024 2023
Urban Company USA in ₹ N/A N/A N/A (349.20) (412.46
Technologies, Inc. (2) million )
Urbanclap Netherlands in ₹ N/A 0.08 (0.01) (14.55) (12.58)
Technologies Global million
B.V. (3)
Urban Home Experts Australia in ₹ N/A N/A N/A - (153.60
Pty Ltd (4) million )

Note:
1. The profits / losses of the subsidiaries shown above do not include any consolidation adjustments.
2. Urban Companies Technologies, Inc. was deregistered with effect from March 22, 2024.
3. Urbanclap Technologies Global B.V. was deregistered with effect from January 31, 2025.
4. Urban Home Experts Pty Ltd was deregistered with effect from June 14, 2023.

The dissolution of subsidiaries could result in significant losses, primarily due to the write-off of assets
and the settlement of liabilities. Further, the process to dissolve subsidiaries may take longer than we
anticipate, may prove to be more expensive and more time consuming than we project, and may divert
management’s attention from our core business. We may need to obtain regulatory and other
governmental approvals and third-party consents and may encounter other factors typical in a closure
that could significantly increase the cost and/or delay the completion of this process. To the extent the
completion of this process is delayed, the costs of liquidating and dissolving these subsidiaries and the
negative impact on our income statement will continue, and the exit-related transaction costs could be
greater than anticipated. The losses incurred and to be incurred in dissolution of subsidiaries could
adversely affect our financial condition and results of operations.

15. Our business would be adversely affected if service professionals were classified as employees,
workmen or quasi-employees.

Service professionals operating on our platform are ‘independent contractors’ and not ‘employees’ under
the existing regulatory framework of India. Changes in labor and employment laws and regulations that
widen the scope of ‘employment’ may classify service professionals on our platform as ‘employees’,
which would result in additional obligations on our Company, including payment of statutory dues such
as provident fund and obtaining additional registrations and licenses. See “– Our business may be
adversely affected by unrest among service professionals on our platform and union activities” on page
44 for further details.

The Code on Social Security, 2020 (“CoSS”) defines gig-worker as a person who performs work or
participates in a work arrangement and earns from such activities outside of traditional employer-
employee relationship, and platform worker as a person engaged in or undertaking platform work.
Moreover, CoSS defines platform work as a work arrangement outside of a traditional employer-
employee relationship in which organizations or individuals use an online platform to access other
organizations or individuals to solve specific problems or to provide specific services or any such other
activities which may be notified by the Central Government, in exchange for payment. While the CoSS
has received presidential assent in 2020, it has not yet been notified as law. In addition to CoSS, state-
level gig worker laws are also proposed to be implemented in certain states, which are in various stages
of stakeholder discussion and/or implementation. For example, the Government of Rajasthan has passed
the Platform Based Gig Workers (Registration and Welfare) Act, 2023 (“RPBGWA”), which regulates
the engagement of gig workers and aims to provide social security and other benefits to platform-based
gig workers and impose liabilities on aggregators through rules which are yet to be notified. Similarly,
the Karnataka state government has recently passed the Karnataka Platform Based Gig Workers (Social
Security and Welfare) Ordinance, 2025 as a legislation and subsequently released the draft Karnataka
Platform Based Gig Workers (Social Security and Welfare) Rules, 2025 for public consultation, and
Jharkhand has also introduced the Jharkhand Platform Based Gig Workers (Registration and Welfare)
Bill, 2024 (collectively, the “Gig Workers Bills”) which aim to provide social security and benefits to

48
 the gig workers. Similar initiatives have also been taken by the state government in Telangana and West-
Bengal.

While the Gig Worker Bills in most cases, classify such individuals to be non-employees, in the event
that service professionals are classified as ‘employees’, such service professionals’ liabilities may be
attributed to us and we may become involved in legal proceedings in the capacity as their employers,
including lawsuits, demands for arbitration, charges and claims before administrative agencies, and
investigations or audits by labor, social security, and tax authorities. Even if the gig-worker laws are
implemented, where the gig-workers are stated to be outside the ambit of traditional ‘employer-
employee’ model, we may be required to make an additional contribution towards their social security at
either national level or both the national and the state-level, depending on the final construct adopted
under the various legislations. Moreover, certain other application-based businesses were impleaded in
public interest litigations which seek a declaration to recognize application-based / gig workers as
‘workers’ under various labor, social legislations, directions to the Government of India for promulgating
schemes extending social security benefits to gig/application-based workers which schemes are yet to be
formulated. A direction by the respective courts could result in amendments to the Labour Codes which
may result in more onerous compliance with these amended laws, and thereby affect our financial burden
and adversely impact our profitability as well.

Further, currently service professionals in the overseas markets are employed by third party aggregators,
who are fully responsible for adhering to local employment law, in connection with their employment.
However, there may be a possibility where service professionals may be classified as our ‘employees’
under such foreign jurisdictions (or as workers or quasi-employees), rather than as independent
contractors, notwithstanding specification in our agreement with the service professionals that they are
independent contractors. We may not be successful in defending the classification of service
professionals in some or all jurisdictions where it may be challenged. Furthermore, the costs associated
with defending, settling, or resolving pending and future lawsuits (including demands for arbitration)
relating to the classification of service professionals may be material to our business. Reclassification of
service professionals as employees, workmen or quasi-employees where those statutes exist could require
us to fundamentally change our business model, with repercussions that are difficult to anticipate. Among
other things, reclassification could subject us to vicarious liability for any misconduct of service
professionals, require us to pay them wages, make social insurance contributions or provide other
benefits, or reduce our attractiveness to service professionals given the loss of flexibility under an
employee model.

16. Failure to maintain or improve our technology infrastructure could harm our business, results of
operations and financial condition.

It is critical to our success that consumers and service professionals are able to access our platform and
utilize functionalities on our platform without any interruption at all times. The table below sets forth our
spending on technology infrastructure for the periods/ years indicated.

Unit Three months ended Fiscals

June 30,
2025 2024 2025 2024 2023
Spending on technology infrastructure
– Software expenses in ₹ 47.87 32.66 146.08 114.28 124.16
million
– Payment gateway charges in ₹ 50.42 44.86 194.42 170.25 164.89
million
– Bandwidth and hosting charges in ₹ 86.05 59.54 243.24 203.23 152.25
million
Total in ₹ 184.34 137.06 583.74 487.76 441.30
million
Spending on technology infrastructure as a % 5.02% 4.88% 5.10% 5.89% 6.93%
% of revenue from operations
Spending on technology infrastructure as a % 4.80% 4.64% 4.77% 4.78% 4.25%
% of total expenses

Our systems may be subject to service interruptions, vulnerabilities, degradation or other performance
problems for a number of reasons, including, but not limited to, hardware and software defects or
malfunctions, high volume of transactions, cyberattacks, earthquakes, hurricanes, floods, fires, natural
disasters, power losses, disruptions in telecommunications services, unauthorized access, fraud, military

49
 or political conflicts, terrorist attacks, or legal or regulatory takedowns. We experienced a past instance
of fraud in our payment process system, see “– We face payment and fraud risks that could materially
and adversely affect our business” on page 54, for further details. The software underlying our
technology platform is complex and may contain undetected errors or vulnerabilities. Our practice is to
release frequent software updates. Any errors, bugs, vulnerabilities or infringements discovered in our
code or third-party software could also be exploited by malicious actors, including our existing or former
employees, and result in exposure of data of the participants on our platform, or otherwise result in a
security breach or other security incidents. We cannot assure you that our existing privacy and personal
protection systems and technical measures, such as web application firewalls, anti-bot software,
automated throttling and IP reputation checks, will be considered sufficient under applicable laws and
regulations. We also cannot assure you that we will be able to prevent all attempts of hacking, leakage
and/or unauthorized disclosures of service professionals’ or consumers’ data. For example, in November
2024, we detected an incident which was initially identified as an unauthorized attempt to access our
database, for which we made a timely report to the NIC-Computer Emergency Response Team
(“CERT”) under the National Informatics Centre in India and subsequently confirmed after detailed
internal analysis that it was a false positive incident caused by a high volume of genuine traffic to our
system. Further, in September 2024, there was a cyber security incident on our payroll vendor’s sub-
contractor’s system in UAE and KSA which exposed certain of our employees’ personal data, and
rectification measures in respect thereof were subsequently undertaken. While our system has
experienced minor cyberattacks or attempted breaches from time to time in the past, we have not been
subject to any cyberattacks or attempted breaches that caused any significant system downtime or
hacking, leakage and/or unauthorized disclosures of service professional or consumer data in the three
months ended June 30, 2025 and Fiscals 2025, 2024 and 2023. While we intend to utilize part of the Net
Proceeds for expenditure on new technology development and cloud infrastructure, we cannot assure that
if any cyberattacks or attempted breaches occur in the future, we would be able to timely and effectively
resolve any such cyberattacks, failure of which could adversely affect our business, results of operations
and financial condition. See “Objects of the Offer” on page 158 for further details.

17. We may not be able to accurately estimate the supply and demand for our products leading to either a
shortage or excess in inventory, which in turn could prevent us from effectively managing our contract
manufacturing requirements, resulting in additional costs and production delays. Further, low
demand for our products may limit our ability to leverage economies of scale.

We provide products, tools, consumables and spare parts to service professionals for use in connection
with their services delivered to our consumers. We also sell water purifiers and electronic door locks
under our Native brand. As the scale of these business verticals increases, we need to accurately forecast,
purchase, store, manage transport of our products, manage the production costs and avoid production
delays by the suppliers and the contract manufacturers. As a new entrant with limited operating history
in these industries, we have limited insights into consumer trends and the competitive landscape that may
emerge and affect our business. It is therefore difficult to predict our future revenue and appropriately
budget for our expenses.

The table below sets out our inventory as at the dates indicated below:

Unit As at June 30, As at June As at As at As at

2025 30, 2024 March 31, March 31, March 31,
2025 2024 2023
Inventories in ₹ million 444.86 351.03 414.85 289.19 151.51

If we overestimate the demand for our products or certain products become obsolete, we may have excess
inventory of our products and/or product components and/or raw materials and may incur unnecessary
costs of manufacturing or procuring additional products, costs of storage and may need to write-off the
value of such products. If we underestimate our requirements, our suppliers may supply inadequate
inventory, which could result in delays in production by the suppliers or manufacturing by the contract
manufacturers due to shortage of raw materials, thus leading to a delay in deliveries of our products and
collection of revenues. The lead times for products that we order from our suppliers may vary
significantly and depend on factors such as the specific supplier and contract terms at a given time. With
respect to our Native brand products, if we fail to place sufficient orders with our contract manufacturers
in a timely manner, the delivery of such products to our consumers could be delayed, which would harm
our business, financial condition, results of operations, and cash flows. See “Our Business – Description
of Our Business and Operations – Service and product offerings” on page 239.

50
18. Our funding requirements and proposed deployment of the Net Proceeds are based primarily on
management estimates and assumptions and have not been appraised by any bank or financial
institution or any other independent agency. The utilization of the Net Proceeds may be subject to
change based on various factors, some of which are beyond our control and such utilisation may not
generate expected future revenues or profits after utilisation. Further, any change or variation in the
utilization of Net Proceeds from the terms and conditions stated in this Red Herring Prospectus shall
be subject to compliance requirements, including among other things, prior Shareholders’ approval.

We intend to use the Net Proceeds of the Fresh Issue towards (i) expenditure towards new technology
development and cloud infrastructure; (ii) expenditure for lease payments for our offices; (iii) expenditure
towards marketing activities; and (iv) general corporate purposes, in the manner indicated in “Objects of
the Offer” on page 158. We cannot predict whether our planned initiatives will result in increase in
efficiency of operations, revenue from operations or an overall increase in profits. Our deployment of the
Net Proceeds has been determined primarily on the basis of management estimates, historic expenses and
funding patterns for our business, current circumstances of our business and prevailing market conditions,
and has not been appraised by any bank or financial institution. Our internal management estimates may
exceed fair market value or the value that would have been determined by third-party appraisals. We may
have to revise our funding requirements and deployment from time to time on account of various factors
beyond our control, such as a change in requirements of business pursuant to a change in consumer
behavior, consumer confidence, or consumer preferences, increasing compliance cost due to increasing
regulations, change in technological requirements pursuant to changes in technologies, our Board’s
analysis of business requirements, competitive landscape, economic trends, regulatory landscape as well
as general factors that affect our business, results of operations, financial conditions, access to capital
such as credit availability, interest rate levels, wars, pandemics and epidemics or any other force majeure
events. However, the deployment of the Net Proceeds will be monitored by a monitoring agency
appointed pursuant to the SEBI ICDR Regulations. In accordance with Sections 13(8) and 27 of the
Companies Act, 2013, we cannot undertake any variation in the utilization of the Net Proceeds without
obtaining the shareholders’ approval through a special resolution. In the event of any such circumstances
that require us to undertake variation in the disclosed utilization of the Net Proceeds, we may not be able
to obtain the shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining such
shareholders’ approval may adversely affect our business or operations. In light of these factors, we may
not be able to undertake variation of objects of the Offer to use any unutilized proceeds of the Offer, if
any, or vary the terms of any contract referred to in this Red Herring Prospectus, even if such variation
is in the interest of our Company. This may restrict our Company’s ability to respond to any change in
our business or financial condition by re-deploying the unutilized portion of Net Proceeds, if any, or
varying the terms of contract, which may adversely affect our business and results of operations.

Further, our Company may not apply the Net Proceeds of the Fresh Issue in ways that increase the value
of your investment. Various risks and uncertainties, including those set forth in this “Risk Factors”
section, may limit or delay our efforts to use the Net Proceeds of the Fresh Issue in the manner indicated
in “Objects of the Offer” on page 158.

19. We have recently completed a full warranty cycle in respect of the products sold under the ‘Native’
brand. We may be subject to warranty claims in the future and our warranty reserves may be
insufficient, which could materially and adversely affect our financial condition and results of
operations.

In Fiscal 2023, we expanded into home solutions by introducing our Native products, which include
water purifiers and electronic door locks. Subject to certain exclusions, we provide a warranty of two
years for our water purifiers and a warranty of up to three years for our electronic door locks sold under
the ‘Native’ brand, from which we generated 16.21% and 10.14% of our revenue from operations in the
three months ended June 30, 2025 and Fiscal 2025, respectively. Any issues arising in respect of these
products, regardless of whether resulting from manufacturing defects or otherwise, may result in our
consumers making a warranty claim, and we typically offer to repair / replace the product in response to
such warranty claim upon due verification and in accordance with the warranty terms. The following
table sets forth the warranty expenses for the periods/ years indicated:

Unit Three months ended Fiscals

June 30,
2025 2024 2025 2024 2023
Warranty expenses in ₹ million 44.09 20.46 119.21 17.66 -

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 As we launched Native brand products only in Fiscal 2023, we have recently completed a full warranty cycle in
respect of our Native brand products. We have a limited operating history in terms of responding to warranty claims
relating to these products and as a result, and accordingly, we have a limited basis for estimating our future expenses
related to warranty claims and the appropriate level of warranty provisions that we should maintain. If we increase
our sales volumes and expand our product lines, we could experience an increase in the number of warranty claims
and be required to increase our warranty provisions. We may also be subject to unforeseen warranty claims, as a
result of undetected product defects, resulting in significant expenses. While we did not incur material expenses in
relation to product warranties in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, there is no
assurance that we will not be subject to significant warranty claims in the future, which could in turn materially and
adversely affect our reputation, business, financial condition and results of operations.

20. We had lease liabilities of ₹ 1,192.59 million as of June 30, 2025, which may increase in the future as we enter into
additional leases or as lease rent increase, and could in turn adversely affect our profitability and results of operations.

The future payments for our leases of more than 12 months are recorded as lease liabilities on our restated
consolidated statement of assets and liabilities. The table below sets forth details of our lease liabilities as of the
dates indicated.
Particulars Unit As of and for three months ended June As of and for Fiscals ended March 31,
30,
2025 2024 2025 2024 2023
Lease liabilities in ₹ million 1,192.59 1,224.40 1,199.09 1,041.19 1,017.34
For further details, see “Restated Consolidated Financial Information – Annexure V – Note 31 – Leases” on
page 328.

Our lease liabilities may increase in the future as we enter into additional leases to support our business growth or as
lease rent increase due to market conditions. If our sales do not increase in line with our rent and costs, including
setup and interior design costs, our profitability and results of operations could be adversely affected.

21. Failure to refine our existing marketing approaches or to introduce new effective marketing approaches in a cost-
effective manner could impact our revenues and profitability.

We have invested in, and will need to continue to invest significant time, efforts and resources in, advertising and
market promotion initiatives. The following table sets forth our advertisement expenses and sales promotion
expenses for the periods/ years indicated:

Unit Three months ended June Fiscals

30,
2025 2024 2025 2024 2023
Advertisement expenses in ₹ million 518.29 486.32 1,727.55 1,731.92 1,891.98
Advertisement expenses as a % of revenue from % 14.11% 17.32% 15.09% 20.92% 29.72%
operations
Advertisement expenses as a % of total expenses % 13.49% 16.47% 14.12% 16.97% 18.22%
Sales promotion expenses in ₹ million 154.23 115.10 344.28 263.71 223.12
Sales promotion expenses as a % of revenue from % 4.20% 4.10% 3.01% 3.18% 3.50%
operations
Sales promotion expenses as a % of total expenses % 4.01% 3.90% 2.81% 2.58% 2.15%

We may need to devote greater resources to attracting consumers and service professionals and strengthening our
brand recognition, which may negatively impact our results of operations and financial condition. We cannot
guarantee that our advertisement and sales promotion/ marketing efforts will ultimately be successful, as their
effectiveness is affected by numerous factors, including, among others, the level of our investments in our sales and
marketing campaigns, our ability to provide consistent and high-quality services, consumer satisfaction, as well as
support and value-added services to consumers and service professionals.
Marketing approaches and tools in India and overseas markets are evolving and we need to continue to enhance our
marketing approaches and experiment with new marketing methods to keep pace with industry developments and
consumer preferences. These efforts may not be cost-effective as we may incur significantly higher marketing
expenses in the future to attract incremental consumers, given the increasing penetration of online services. We may
also incur higher marketing costs to maintain our brand strength and retention levels among an increasing pool of
consumer and service professionals. Failure to refine our existing marketing approaches or to introduce new effective
marketing approaches in a cost-effective manner could impact our business, results of operations and financial
condition.

22. Our platform relies on third-party cloud infrastructure and we depend on mobile operating systems for our
applications. Any disruptions or failures in the third-party cloud infrastructure or mobile operating systems could
negatively impact our business.

Our technology infrastructure and services incorporate third-party-developed software, systems and technologies, as
well as hardware purchased or commissioned from third-party suppliers. We face increasing risks in relation to the

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 performance and security of our technology infrastructure and service offerings that may be caused by these third
party-developed components, including risks relating to incompatibilities among these components, service failures,
delays or back-end errors or failures on hardware and software. For example, we experienced a disruption in traffic
and connectivity in our system due to a network misconfiguration of a third-party software service in June 2022. In
addition, while we had an outage in the third party cloud service in January 2024, the system switched to the back-
up zone to ensure uninterrupted operations and there was no loss of service requests due to the incident. However,
we cannot assure you that our platform will not be subject to service interruptions or outages. While we have not
experienced any material service disruptions or security breaches as a result of third-party software or hardware
components in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023 and we intend to utilize part
of the Net Proceeds for expenditure on new technology development and for cloud infrastructure, this susceptibility
could create serious challenges to the security and operation of services rendered by service professionals on our
platform, which would materially and adversely affect our business, results of operations and financial condition.
See “Objects of the Offer” on page 158 for further details.

In addition, we depend on mobile operating systems for our operations through the Urban Company service
professional application and Urban Company consumer application, and we rely on third party app stores to offer
and promote our applications. However, we have no control over the mobile operating systems and app stores. If the
terms and conditions of the mobile operating systems or app stores are changed to our detriment, the compatibility,
accessibility and availability of our applications could be adversely affected, resulting in a decline in user base which
could adversely impact our business and results of operations. As we release updates to our apps from time to time,
there is no guarantee that mobile devices will continue to support our applications or effectively roll out updates to
our applications.

23. We rely on our partnerships with financial institutions and other third parties for payment processing
infrastructure and for the provision of services through our platform. Our business may be disrupted if these
financial institutions and third parties become unwilling or unable to provide these services to us on acceptable
terms or at all.

We provide various payment mechanisms on our platform, including cash and online payments through the unified
payment interface. In the event that online payment providers are required to pay increased fees to banks to process
funds, there is no assurance that such online payment providers will not pass any increased costs to us. If these fees
increase over time, our operating costs will increase, which could materially and adversely affect our business,
financial condition and results of operations. The table below sets forth online payments and the percentage of online
payments in the total payments we received for the periods/ years indicated:

Unit As at and for Three months As at and for Fiscals

ended June 30,
2025 2024 2025 2024 2023
Online payments in 7,029.77 5,252.79 22,112.72 16,328.48 12,905.57
million
Online payments as a % of % 73.88% 62.91% 70.98% 64.64% 62.24%
total payments made by
consumers

We rely on partnerships with financial institutions and third parties for elements of our payment-
processing infrastructure to process and remit payments to and from consumers and service professionals,
using our platform. If these financial institutions and third parties become unwilling or unable to provide
these services to us on acceptable terms or at all, our business may be disrupted. While we have not
experienced any disruption in our payment-processing infrastructure in the three months ended June 30,
2025 and Fiscals 2025, 2024 and 2023, any such failure could cause consumers and service professionals
to lose trust in our payment operations and could cause them to instead use our competitors’ platforms.
We have also agreed to reimburse third-party payment processors for any reversals, chargebacks, and
fines that are assessed by payment card networks if we violate these rules. Any of the foregoing risks
could adversely affect our business, financial condition and results of operations. In addition, we are also
subject to the risk of fraud. See “– We face payment and fraud risks that could materially and adversely
affect our business” on page 54 for more details.

24. Any inability to collect receivables and default in payment from our consumers and service
professionals could result in adversely affecting our business cash flows.

Our trade receivables consist of receivables from individual consumers, service professionals and e-
commerce companies through whom we sell our Native products, which are in the regular course of
business. Our trade receivables are generally non-interest bearing and on terms of up to 60 days.
Outstanding receivables are regularly and closely monitored based on the historical trend. We provide
for any outstanding receivables as doubtful based on the credit risk matrix, which takes into account the

53
 historical credit losses as well as the current economic conditions. In particular, we recorded increased
bad debts from Fiscal 2024 to Fiscal 2025 as we have tightened our provisioning and bad debts
recognition norms. The table below sets forth our trade receivables and bad debts as at and for the periods/
years indicated:

Unit As at and for Three As at and for Fiscals

months ended June
30,
2025 2024 2025 2024 2023
Trade receivables in ₹ million 197.00 177.29 265.98 200.64 106.78
Bad debts in ₹ million - - 23.37 7.47 1.46
Allowances for bad and doubtful in ₹ million 2.50 2.84 27.13 3.32 43.64
debts

There is no assurance that consumers and service professionals on the platform will not default on their
payments or pay us on time. Our inability to collect receivables from our consumers, service professionals
and third-party e-commerce companies on time could adversely affect our working capital and cash
flows.

25. We rely on artificial intelligence (“AI”) (including generative AI) and machine learning technologies,
which are still emerging and rapidly evolving. If we are unable to successfully develop, integrate, and
deploy these technologies, or if our consumers are unable to effectively use them, our business could
be harmed.

We incorporate AI in platform services, including, but not limited to, skin analysis, GenAI-powered
chatbots which assist in servicing consumers and scheduling support for service professionals, service
quality monitoring and fraud detection. We also use GenAI workflows to enable the service professionals
to provide accurate diagnosis and implement solutions, thereby providing quality service to our
consumers. Integration of AI (including GenAI) poses certain risks. The AI models that we use are trained
using various data sets. If our AI models are incorrectly designed or implemented or do not receive
pictures or visual data, they may produce inaccurate or unreliable results, negatively impacting the
performance and reliability of our AI-powered chatbots. The effectiveness of our AI models depends on
the quality and completeness of the data used for training. If the data is incomplete, inadequate, or biased,
it could lead to suboptimal model performance, impairing the functionality of our AI models. The
accuracy and reliability of AI-driven assessment could be inconsistent, which could lead to inaccurate or
incorrect results. GenAI-powered chatbots may lack the nuance and empathy of human agents, or may
be affected by biases in the AI algorithm, which may lead to unfair outcomes or unsatisfactory consumer
experiences, undermining the consumers’ trust in services offered on our platform. Additionally, failures
in the performance of our AI models could damage our reputation, erode consumer trust, and result in
loss of business and negative publicity. Any malfunction or unexpected behavior in our AI-driven
systems could disrupt our operations, leading to increased downtime and higher maintenance costs for
our consumers, and potential loss of revenue. In addition, our use of AI technology may not be favorably
received by the service professionals and consumers on our platform. For example, in June 2025, online
news outlets reported on the objection raised by some service professionals and a gig-working union
against our introduction of AI-generated image standardization measures. We have subsequently
modified these measures to address such concerns. Our reliance on AI could pose risks to our operations,
and there is no assurance such risks will not materialize which could materially and adversely affect our
business, results of operations and financial condition.

26. We face payment and fraud risks that could materially and adversely affect our business.

Our business also depends on our employees and service professionals to process a large number of
increasingly complex transactions, including transactions that involve significant monetary amounts and
may involve the use and disclosure of personal and business information. We could be adversely affected
if transactions were redirected, misappropriated, or otherwise improperly executed. If any of our
employees or service professionals take, convert, or misuse funds, documents, or data, or fail to follow
protocol while interacting with consumers and service professionals, we could be liable for damages and
subject to regulatory actions and/or penalties. We could also be subject to civil or criminal liability.

Requirements on our platform relating to user authentication and fraud detection are complex. In addition,
bad actors around the world use increasingly sophisticated methods to engage in illegal activities
involving personal information, such as unauthorized use of another’s identity or payment information,

54
 unauthorized acquisition or use of credit or debit card details and other fraudulent use of another’s identity
or information. This could result in any of the following, each of which could adversely affect our
business:

• we may be held liable for the unauthorized use of an account holder’s credit card or bank account
number and required by card issuers or banks to pay a chargeback or return fee, and if our
chargeback or return rate becomes excessive, credit card networks may also require us to pay
fines or other fees;

• we may be subject to additional risk and liability exposure, including negligence, fraud or other
claims, if employees or service professionals misappropriate consumer information for their
own gain or facilitate the fraudulent use of such information;

• consumers or service professionals may use our platform, including our payment processing and
disbursement methods, to engage in unlawful or fraudulent conduct, such as fraudulent sale of
services, breaches of security, leakage of data, piracy or misuse of software and other
copyrighted or trademarked content, and other misconduct; and

• we may suffer reputational damage as a result of the occurrence of any of the above.

For example, in Fiscal 2024, we discovered that certain employees, in collusion with certain service
professionals, defrauded us by reversing the convenience fee that we charged on the service requests
completed by such service professionals in a manner not in compliance with our terms and conditions
and receiving kickbacks from the service professionals for the wrongfully reversed convenience fee. In
Fiscal 2024, we were also the victim of frauds targeting our payment process system. The perpetrators
conducted the fraud by creating several service orders from different devices using a single registered
account, claiming refund credits by citing bad customer experience and using such refund credits, which
resulted in a loss of ₹ 3.18 million. While the foregoing incidents did not have any material impact on
our results of operations and financial conditions in the relevant Fiscal, as our business continues to grow
and evolve, there is no guarantee that in the future we will not fall victim to fraud, which could have
material adverse effects on our business, results of operations and financial condition. We may also be
required to bring claims against consumers and other third parties for their misuse of our platform. Even
if these claims do not result in litigation or are resolved in our favor, these claims, and the time and
resources necessary to resolve them, could divert the resources of our management and materially and
adversely affect our business, financial condition and results of operations.

27. We depend on key management, as well as our experienced and capable employees for our business,
any failure to attract, motivate, and retain our employees could harm our ability to maintain and grow
our business and given our employee benefits expense contributed to 27.02%, 29.97%, 30.59%, 41.64%
and 59.23% of our revenue from operations in the three months ended June 30, 2025 and June 30,
2024 and Fiscals 2025, 2024 and 2023, respectively, any significant increase in our employee benefits
expense could adverse our financial condition and results of operations.

Our future success is significantly dependent upon the continued service of our executives and other key
employees including our Promoters, and our ability to recruit, train and retain experienced management,
operations, engineering, and other personnel who are in high demand, are often subject to competing
employment offers and are attractive recruiting targets for our competitors.

While we have adopted a succession planning policy to ensure the systematic and long-term development
of our board and senior management, if we lose the services of any member of management or any key
personnel and are not able to locate a suitable or qualified replacement, and/or are not able to hire, develop
and retain highly skilled employees, this could severely disrupt our business and growth. Identifying,
recruiting, training, integrating and retaining qualified individuals require significant time, expense, and
attention, and we may never realize returns on these investments. If we are unable to effectively manage
our hiring needs or successfully integrate and retain new hires, our efficiency, ability to meet forecasts,
and employee morale, productivity, and engagement could suffer, which could adversely affect our
business, financial condition, cash flows and results of operations. The table below sets forth the number

55
 and attrition rates of our Key Managerial Personnel, Senior Management and full-time employees for the
years and periods indicated.

Unit Three months ended Fiscals

June 30,
2025 2024 2025 2024 2023
Number of Key Managerial number 5 3 5 3 3
Personnel
Attrition rate for Key % Nil Nil 20.00% Nil Nil
Managerial Personnel
Number of Senior Management number 6 6 6 6 6
Attrition rate for Senior % Nil Nil Nil 16.66% 15.38%
Management
Number of Employees number 1,435 1,095 1,188 1,062 1,060
Attrition rate for full-time % 7.12% 11.02% 42.93% 39.68% 52.24% (1)
employees
Note:
(1) The attrition of full-time employees in Fiscal 2023 was due to the transition of our customer and partner experience teams
from in-house operations to an outsourced model.

We face intense competition for highly skilled employees, in particular engineering, product
management, data science, analytics and design employees. To attract and retain top talent, we have had
to offer, and we believe we will need to continue to offer, competitive compensation and benefits
(including equity-based compensation) packages. Competition for talent in the internet industry is
intense, we have incurred considerable employee benefits expense in the three months ended June 30,
2025 and Fiscals 2025, 2024 and 2023 and we may need to offer more attractive compensation and other
benefits packages in the future in order to attract and retain them. We may need to expend significant
time and resources to identify, recruit, train and integrate such employees and we may never realize
returns on these investments.

In addition, from time to time, there may be changes in our management team that may be disruptive to
our business. If our management team (including any new employees that we hire) fails to work together
effectively and to execute our plans and strategies on a timely basis, our business could be adversely
impacted. If we are unable to effectively manage our hiring needs or successfully integrate and retain
new hires, our efficiency, ability to meet forecasts, and employee morale, productivity, and engagement
could suffer, which could adversely affect our business, financial condition, cash flows and results of
operations.

We generally enter into non-competition and confidentiality agreements with our employees. These
agreements prohibit our employees, during their employment terms and if they cease working for us, for
a limited period after the cessation of their employment, from competing directly with us or working for
our competitors, disclosing confidential information to third parties and soliciting any of our employees.
However, we may be unable to enforce any post-employment restrictive covenants under the laws of the
jurisdictions in which our employees work, and it may be difficult for us to restrict our competitors from
benefitting from the expertise our former employees developed while working for us. If any dispute arises
between our current or former officers and us, we may have to incur substantial costs and expenses in
order to enforce such agreements.

28. We regularly make investments in new product and service offerings, new geographies and
technologies, and expect to continue such investments in the future. These new initiatives are
inherently risky, and we may not realize the expected benefits from them, which may adversely impact
our business, results of operations and financial condition.

We operate in an industry experiencing rapid technological change and frequent product and service
introductions. We may not be able to make technological improvements as quickly as demanded by our
consumers and service professionals, which could harm our ability to retain or attract them. In addition,
we may not be able to effectively implement new technology-driven products and services as quickly as
our competitors, or at all, or be successful in marketing such products and services to consumers and
service professionals. Developing new business initiatives and models or expanding into new markets
requires significant investment of time and resources, and may present new and difficult technological,
operational and compliance challenges. We may only have limited data that can be used to evaluate our
new business initiatives, and such data may not be indicative of future performance. If we expand into
new verticals or geographic regions, we will need to understand and comply with various new regulatory

56
 requirements applicable in those verticals or regions. Our failure to accurately predict the demand or
growth of our new products and services also could have a material adverse effect on our business, results
of operations and financial condition.

We explore and will continue to explore new business initiatives, including in industries, geographies
and markets in which we have limited or no experience, as well as new business models that may be
untested or even create new markets. For example, in Fiscal 2023, we expanded into home solutions with
the launch of water purifiers under the ‘Native’ brand. In Fiscal 2024, we expanded our home
improvement services to offer small home project offerings, wall panel services and cleaning subscription
services. This new initiative requires us to develop expertise in inventory planning, distribution and
assortment. We also launched InstaHelp in January 2025, and are in the process of scaling up, our
InstaHelp offering in specific micro markets across a number of cities in India. Our Board has approved
in August 2025 the setting-up of a manufacturing or assembly facility for ‘Native’ products and the
related capital expenditure.

In the past, we ran pilot programs for services such as nails, laser skin treatments and chefs at home and
decided to stop offering those services since we did not achieve the intended product market fit with such
services. In our pilot programs for these offerings, we typically engaged several dozen service
professionals, for which we incurred, among other things, training costs, onboarding costs, promotion
expenses in relation to these offerings and repurchase costs to buy back the tools and consumables from
service professionals when we terminated the pilot programs. In addition, we had expanded in certain
international markets and incurred losses in such markets in the past, see “– Certain of our subsidiaries
and step down subsidiaries, including Handy Home which has a significant revenue contribution,
have incurred losses in the past or are currently loss-making, some of which have been deregistered.
These losses may continue in future, which could adversely affect our financial condition and results
of operations” on page 47. There is no assurance that we will realize the expected benefits of each new
business initiative and expansion in international markets, and while we implement certain measures to
monitor and control the risk of our new business initiatives, we may incur significant losses from our
new business initiatives, which will have a material adverse effect on our business, results of operations
and financial condition.

29. We acquire products for sale to service professionals and Native brand products from third-party
suppliers or distributors, so we are subject to risks such as dependence on third-party contract
manufacturers and suppliers or distributors, liability for quality, accidents and other incidents and
product liability. Any failure to obtain sufficient quantities or desired quality of products from such
third parties in a timely manner or at acceptable prices may adversely affect our business, financial
condition and results of operations.

We acquire products for sale to service professionals and Native brand products from third party
suppliers, see “Our Business – Description of Our Business and Operations – Service and product
offerings” on page 239 for further details. Set forth below are the number of third-party suppliers engaged
by us and the amount of procurement from them during the periods/ years indicated:

Particulars Unit As of and for three As of and for Fiscal ended

months ended June March 31,
30,
2025 2024 2025 2024 2023
Number of third-party in number 157 154 193 204 150
suppliers
Amount of procurement from in ₹ million 793.49 474.48 2,253.61 1,427.87 998.57
third-party suppliers

Our procurement from third-party suppliers, in particular our reliance on a sole supplier for our Native
water purifiers and a sole supplier for our Native electronic door locks, exposes us to potential supply
disruptions or quality issues if the third-party suppliers fail to meet our standards or face their own
operational challenges, such as challenges relating to the imports of raw materials or products, failure to
comply with various product-related or environment protection laws, rules and regulations and the
requirement to comply with changing laws, rules and regulations. There is no assurance that we can
rectify the supply disruptions or quality issues in a timely and cost-efficient manner, or at all. For
example, if we are faced with supply disruptions, we may not be able to replace our third-party suppliers
with comparable cost and quality or in time, and we may not be able to pass on the increased cost to
consumers on our platform, which would adversely affect our profit margin and financial condition. For

57
 example, in May 2025, there was a fire incident at a third party warehouse in Bhiwandi, Mumbai which
stored inventory for our products for sales to the service professionals and our Native products, which
resulted in inventory loss on account of fire of ₹90.47 million in the three months ended June 30, 2025.
Quality issues may also lead to increased consumer complaints and warranty claims, which would
adversely affect our reputations, business and financial conditions. Furthermore, the third-party suppliers
may infringe our intellectual property rights, which may enable our potential competitors to gain access
to our proprietary information and cause significant harm to our business.

We procure products from leading brands, some of which are exclusively manufactured for us such as
‘Go Tile’ for home cleaning. We have also entered into arrangements with third party contract
manufacturers to develop products under our own ‘Native’ brand, ‘Elysian’ and ‘Crave’ brands or
through exclusive arrangements with brands such as ‘Go Tile’ and ‘Azi-Clean’. There can be no
assurance that our third-party suppliers will, at all times, have sufficient capacity to meet our orders, or
be able to fulfil their obligations, including those in relation to maintenance of quality standards in a
manner acceptable to us, or at all. Although we have not faced any instances in the past of material delay
or insufficiency in delivery and quality defects, if our contracts with such manufacturers are terminated
for such reasons, we may be unable to replace our existing third-party suppliers at short notice, or at all,
and may face delays in production and added costs as a result of the time required to train new third-party
suppliers to undertake manufacturing in accordance with our standard processes and quality control
standards.

Further, we cannot guarantee that the products supplied will be free from defects or quality issues and if
we detect any quality issues, we may have to source the products through alternative means or suppliers
and there is no assurance that we will be able to address the quality issues in an efficient manner or at all.
With respect to our business of selling products to service professionals, we typically require our third-
party manufacturers to replace or accept the return of any defective or damaged products at no costs in
accordance with the applicable contracts. With respect to our Native brand products, we have a 12-month
warranty for electronic door locks from our manufacturer from the date of shipping. Further, for the
Native brand water purifiers, we have a warranty of 6 months from the manufacturing date for our water
purifiers for any manufacturing defect. In addition, we also have a warranty for certain internal
components of the water purifiers for 12-16 months from the date of manufacture of the respective
component. If the products are designed by us and manufactured by the third-party manufacturers and
there are design defects, the replacement and/or repair costs are borne by us. We identified design issues
in a component in Native brand M2 water purifiers in March 2024, and have repaired the products or
provided the replacement spares to end users. While there was no material adverse impact on our sales
of such water purifiers, there is no assurance that we can avoid design flaws or issues in the Native brand
water purifiers in the future. While we have not had any instances where the manufacturers’ warranty
policies fail to cover the warranty claims that we submitted to them, there is no assurance that the
coverage of the manufacturers’ warranty policies will cover all potential defects or issues with the
products, and the duration of the manufacturers’ warranty policies may not be sufficient to cover the full
life cycle of the products, which could have material adverse effect on our business, results of operations
and financial condition.

30. Our business is subject to seasonality, which may result in seasonal fluctuations in operating results
and cash flows.

Our business is subject to seasonality. The demand for the Summer Service Categories typically increases
in the first quarter of a fiscal year (April to June) leading up to summer, while the demand for house
cleaning services and painting increases in the third quarter of a fiscal year (October to December) due
to the festive season in India. However, in the three months ended June 30, 2025, parts of India
experienced unseasonal rains and resultant lower temperatures for most of the quarter. This unseasonal
weather adversely impacted demand for the Summer Service Categories which reduced the relative
contribution of the Summer Service Categories to our overall India Consumer Services segment in the
three months ended June 30, 2025 as compared to the comparative period in 2024. While we expect that
the climate factors resulting in the reduced contribution of the Summer Service Categories in the three
months ended June 30, 2025 are one-off in nature and we experienced a pickup in demand for our service
offerings towards the end of the quarter, such seasonal variations may recur in the future. Set forth below
is the relative contribution of our Summer Service Categories to our Indian consumer services – services
revenue from operations in the periods indicated:

58
 Particulars Unit For the three months
ended June 30,
2025 2024
Summer Service Categories % of revenue from operations of India Consumer 23.60% 28.17%
Services – Services

In addition, during periods of inclement weather such as the monsoon season, the number of active
service professionals and the demands for services rendered by service professionals on our platform
decrease. As a result of such seasonal fluctuations, our revenue and cash flow from operations may
fluctuate. Further, as a result of the above, our quarter-on-quarter financial results may not be comparable
or a meaningful indicator of our future performance. Lower than expected volumes during the fourth
quarter of the financial year or more pronounced seasonal variations in revenue in the future could have
a disproportionate impact on our operating results for the financial year, or could strain our resources and
impair our cash flows.

31. We are subject to a wide range of laws and regulations. Failure to comply with such laws and
regulations could have a material adverse effect on our business, results of operations, and financial
condition.

Our business is subject to regulation by various statutory and regulatory authorities in the markets in
which we operate, including the Department for Promotion of Industry and Internal Trade (“DPIIT”),
the Ministry of Labor and Employment, the Ministry of Corporate Affairs and other authorities
responsible for enforcing compliance with privacy and data protection related laws, foreign investment
laws, labor and employment laws, intellectual property laws, consumer protection laws, e-commerce,
anti-corruption and anti-bribery laws, direct and indirect tax laws. For example, the Digital Personal Data
Protection Act, 2023 (“DPDP Act”) requires companies collecting and dealing with high volumes of
personal data and who are notified as significant data fiduciaries to fulfil certain additional obligations
such as appointment of a data protection officer for grievance redressal and an independent data auditor
to evaluate our compliance with the DPDP Act. The DPDP Act also provides for the establishment of a
Data Protection Board of India for taking remedial actions and imposing penalties for breach of the
provisions of the DPDP Act, imposes restrictions and obligations on data fiduciaries, resulting from
dealing with personal data and provides for levy of penalties for breach of obligations prescribed under
the DPDP Act. While we are not classified as a significant data fiduciary as at the date of this Red Herring
Prospectus, we collect personal data from consumers and service professionals on our platform and we
may be classified as a significant data fiduciary in the future, in which case we will need to comply with
the relevant provisions of DPDP Act, which would increase our expenses, and could, in turn, have a
material adverse effect on our business, results of operations and financial condition. The Indian Ministry
of Electronics and Information Technology has released the Draft Digital Personal Data Protection Rules,
2025 (“Draft DPDP Rules”) for public consultation. The Draft DPDP Rules, regulate the processing of
personal data in India, ensuring individuals privacy rights are protected. The Draft DPDP Rules apply to
all entities that process digital personal data, both within India and abroad. It mandates the conduct of
data protection impact assessments for high-risk processing activities and requires the notification of data
breaches within a stipulated timeframe. For risks pertaining to legislation and regulations relating to data
collection and storage, see “– Our data protection measures may not be sufficient to comply with the
increasingly stringent data collection and storage legislation and regulations in various jurisdictions,
and any failure or perceived failure to comply with applicable data protection regimes may have a
material adverse effect on our business, reputation and results of operations” on page 62. Further, we
are required to collect goods and services tax (“GST”) on services provided by service professionals
covered under section 9 (5) of the Central Goods and Services Tax Act. In order for us to utilize input
credit under GST, all of our vendors and us have to be GST-compliant. While we are and will continue
to adhere to the GST rules and regulations, there can be no assurance that our vendors will do so. Any
such failure may result in increased cost on account of non-compliance with the GST and may adversely
affect our business, cash flows and results of operations. We can be impacted by expected and unexpected
changes in the legal and regulatory environments in India and the countries where we operate. Any
unfavorable changes in the applicability, implementation, or interpretations of existing, or the
promulgation of new laws, rules and regulations including foreign investment laws governing our
business and operations could result in us being deemed to be in contravention of such laws and may
require us to apply for additional approvals. In addition, as the legal and regulatory frameworks in the
overseas jurisdictions differ from those in India, we may not possess the same level of proficiency in
interpreting and navigating these regulatory frameworks. We have incurred, and will continue to incur,

59
 capital and operating expenses and other costs to comply with the current and future regulatory
framework.

The violation of any of these laws or regulations could result in administrative, civil or criminal penalties
or in a cease-and-desist order against our business operations, any of which could damage our reputation
and have a material adverse effect on our business, sales and results of operations. Further, changes in
the domestic and foreign laws, regulations and policies, as well as changes in policies relating to foreign
trade and investment, may affect our ability to operate and the manner in which we manage our business
in the countries in which we operate.

32. Our Chairperson and Chief Executive Officer and some of our Directors have interests in our
Company in addition to their remuneration and reimbursement of expenses.

Our Chairperson and Chief Executive Officer who is also our Managing Director, two of our Executive
Directors, one Non-Executive Nominee Director and one Independent Director are interested in our
Company to the extent of their respective shareholding in our Company as well to the extent of dividends,
bonus or other distributions on such Equity Shares. One of our Directors is also a nominee of one of our
shareholders. See “Capital Structure – Shareholding of our Directors, Key Managerial Personnel in
our Company” on page 147.

For details on the interests of our Directors and Key Managerial Personnel, other than reimbursement of
expenses incurred or normal remuneration or benefits, see “Our Management – Interest of Directors”,
“Our Management – Interest of Key Managerial Personnel and Senior Management” and “Restated
Consolidated Financial Information – Annexure V – Note 38 – Related party transactions” on pages
286, 296 and 379, respectively.

33. We have entered into, and will continue to enter into, related party transactions which may potentially
involve conflicts of interest.

In the ordinary course of our business, we enter into and will continue to enter into transactions with
related parties. For example, on June 20, 2024, June 22, 2024, June 27, 2024, November 9, 2024 and
November 26, 2024, we called for our Key Managerial Personnel to contribute ₹ 1,932.53 million for the
partly paid-up shares held by them. As a result, our Company had no partly paid-up Equity Shares as of
the date of the Draft Red Herring Prospectus and this Red Herring Prospectus. For details regarding our
related party transactions, see “Restated Consolidated Financial Information – Annexure V – Note 38
– Related Party Transactions” on page 379. We believe that all such related party transactions that we
have entered into are conducted on an arms’ length basis in accordance with the Companies Act and other
applicable regulations. All related party transactions that we may enter into post-listing, will be subject
to board or shareholder approval, as necessary under the Companies Act and the SEBI Listing
Regulations, in the interest of the Company and its minority shareholders and in compliance with the
SEBI Listing Regulations. However, we cannot assure you these arrangements in the future, or any future
related party transactions that we may enter into, individually or in the aggregate, will not have an adverse
effect on our business, financial condition, results of operations and cash flows or that we could not have
achieved more favorable terms if such transactions had not been entered into with related parties. Further,
any future transactions with our related parties could potentially involve conflicts of interest which may
be detrimental to our Company. There can be no assurance that our Directors and KMPs will be able to
address such conflicts of interests or others in the future.

34. If we fail to maintain an effective system of internal controls, we may not be able to successfully
manage or accurately report our financial risk. Any failure of our internal processes or procedures
could harm us by impairing our ability to attract and retain customers and subject us to significant
legal liability and reputational harm.

Effective internal controls are necessary for us to prepare reliable financial reports and effectively avoid
fraud. Moreover, any internal controls that we may implement, or our level of compliance with such
controls, may deteriorate over time, due to evolving business conditions. If any flaw is identified in the
internal controls, our actions may not be sufficient to correct such internal control weakness. There can
be no assurance that additional deficiencies in our internal controls will not arise in the future, or that we
will be able to implement and continue to maintain adequate measures to rectify or mitigate any such
deficiencies in our internal controls. Such instances may also adversely affect our reputation, thereby
adversely impacting our business, results of operations and financial condition.

60
 We run the risk of employee misconduct or the failure of our internal processes and procedures to identify
and prevent such misconduct. We may be unable to adequately prevent or deter such activities in all
cases. See “– We are exposed to many types of operational risk, including the risk of improper, harmful
or otherwise inappropriate activity and oversight errors by employees, consumers, service
professionals and third parties. Materialization of any of the operation risks may materially and
adversely affect the growth of our business, financial condition, cash flows and results of operations”
and “– We face payment and fraud risks that could materially and adversely affect our business” and
pages 43 and 54, respectively, for further details and past instances of fraud and employee misconduct.

35. Certain statutory and regulatory licenses and approvals are required for conducting our business and
any failure or omission to obtain, maintain or renew these licenses and approvals could adversely
affect our business and results of operations.

Our Company and our Material Subsidiary, Handy Home, are required to obtain and maintain a number
of statutory and regulatory licenses and approvals. These licenses and approvals include, among others,
registrations under the EPF Act, ESI Act, certificates issued under shops and establishment legislations,
certificates issued for contract labour under the Contract Labour (Regulation & Abolition) Act, 1970,
certificates of E-waste management registration and plastic waste management registrations under Plastic
Waste Management Rules 2016, E-Waste Management Rules 2022 and pest control operator licenses
under the Insecticides Act, 1968 for Handy Home.

For a detailed description of our licenses and approvals, see “Government and Other Approvals”
beginning on page 450. While we have obtained the necessary licenses and approvals required for our
operations, certain approvals for which we have submitted applications are currently pending. For
instance, we have an application pending for the trade license for our operations in Hyderabad,
Telangana, and renewal application pending for the trade licence for our operations in Vishakhapatnam,
Andhra Pradesh. Similarly, our Material Subsidiary has pending applications for the trade licence for two
of its premises in Bangalore, Karnataka and for professional tax enrolment and registration certificates
for Ahmedabad, Gujarat. However, our Company and our Material Subsidiary are yet to receive the
licenses. While there is no material impact of pending approvals from the authorities on our financial
conditions and result of operations, there is no assurance that we will receive those in a timely manner or
at all. In addition, as the industries in which we operate are relatively new and disruptive, the relevant
laws and regulations, as well as their interpretations, are often unclear and evolving. This can make it
difficult for us to assess which licenses and approvals are necessary for our business, or the processes for
obtaining such licenses. For these reasons, we cannot be certain that we will be able to maintain the
licenses and approvals that we had previously obtained, or that once they expire, we will be able to renew
them. We cannot be sure that our interpretations of the rules and their exemptions have always been or
will be consistent with those of the local regulators. If we are unable to obtain, maintain or renew all
necessary licenses and approvals required for our continued operations, this may have consequences on
operations that may be limited or suspended to that extent, which may have an adverse impact on our
business and results of operations. Moreover, pursuant to the change in name of our Company, we are in
the process of obtaining certain licenses under the new name and intimating the respective authorities
regarding the change of name of our Company from UrbanClap Technologies India Limited to Urban
Company Limited, and there can be no assurance that we will get the new licenses and approvals in a
timely manner.

Some of the licenses and approvals that have been issued to our Material Subsidiary, Handy Home,
contain certain conditions such as reporting of change of name of staff and restrictions and we cannot
assure you that Handy Home will be able to continuously meet such conditions. If we fail or allegedly
fail to satisfy the conditions or comply with the restrictions imposed by the relevant licenses and
approvals, or the restrictions imposed by any statutory or regulatory requirements, we may become
subject to regulatory enforcement or be subject to inspections, fines, penalties or additional costs or
revocation of these licenses and approvals. For instance, the pest control operator license is required to
be registered in the name of a business entity and a qualified employee. If the qualified employee under
whose name our pest control operator licenses is registered terminates their employment, we will need to
reapply for a new pest control operator license. This may result in the interruption of all or some of our
operations and may have a material adverse effect on our business, financial condition, cash flows and
results of operations.

61
36. Our data protection measures may not be sufficient to comply with the increasingly stringent data
collection and storage legislation and regulations in various jurisdictions, and any failure or perceived
failure to comply with applicable data protection regimes may have a material adverse effect on our
business, reputation and results of operations.

We receive, collect, store, process, transfer and use personal information of service professionals,
employees, third party vendors and consumers. The effectiveness of our technology, including our
platform, and our ability to offer our platform relies on the collection, storage and use of this data
concerning service professionals and consumers, including personally identifying or other sensitive data
of such individuals. Our collection and use of this data might raise privacy and data protection concerns,
which could negatively impact the demand for services offered on our platform. Data collection and
storage are increasingly subject to legislation and regulations in various jurisdictions and governments
are increasingly acting to protect the privacy and security of personal information, which could increase
the costs to compliance with the increasingly complex regulatory regime. These laws, rules, and
regulations evolve frequently, and their scope may continually change, through new legislation and
guidelines, amendments to existing legislation, and changes in enforcement. Additionally, many laws
and regulations relating to privacy and the collection, storing, sharing, use, disclosure, and protection of
certain types of data are subject to varying degrees of enforcement and new and changing interpretations
by courts or regulators. For further details of the applicable laws and regulations, see “– We are subject
to a wide range of laws and regulations. Failure to comply with such laws and regulations could have
a material adverse effect on our business, results of operations, and financial condition” on page 59.

As we host and transfer our data across jurisdictions in the ordinary course of our operations, we need to
comply with all applicable data protection regulations across various jurisdictions at all times. While we
have adopted a privacy policy in relation to protecting data of our consumers, there is no assurance that
we will be able to update our privacy policy to align with all applicable data protection regulations. The
existence and need to comply in certain markets could impact our ability to offer our platform in those
markets (without taking additional compliance steps), which could increase our risk of non-compliance
and our cost of compliance. We further expect data protection regulations to continue to increase both in
number, complexity and in the level of stringency. While we have implemented various measures
intended to enable us to comply with applicable privacy or data protection laws, regulations and
contractual obligations and we are not aware of any material data leakage in the three months ended June
30, 2025 and Fiscals 2025, 2024 and 2023, these measures may not always be effective and do not
guarantee compliance. Any failure or perceived failure to comply with applicable data protection regimes,
our posted privacy policies or our privacy-related obligations to service professionals, consumers or third
parties could subject us to significant penalties, negative publicity, governmental investigations or
enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or
others which could have a material adverse effect on our business, financial condition, reputation and
results of operations.

37. There are pending litigations against our Company, our Subsidiaries and certain of our Directors, Key
Managerial Personnel, Senior Management and Promoters. Any adverse decision in such proceedings
may render us/them liable to liabilities/penalties and may adversely affect our business, cash flows and
reputation.

Certain legal proceedings involving our Company, our Subsidiaries and certain of our Directors, Key
Managerial Personnel and Promoters are pending at different levels of adjudication before various courts,
tribunals and authorities. In the event of adverse rulings in these proceedings or consequent levy of
penalties, we may need to make payments or make provisions for future payments, and which may
increase expenses and current or contingent liabilities.

A summary of outstanding litigation proceedings involving our Company, Promoters, Subsidiaries, Key
Managerial Personnel, Senior Management, and Directors as on the date of this Red Herring Prospectus
is provided below:

62
Category of Criminal Tax Statutory Disciplinary Materia Aggregate
individuals/ entities proceeding proceeding or actions by the l civil amount
s s regulator SEBI or Stock litigatio involved*
y actions Exchanges ns as (in ₹
against our per the million)
Promoters in Materia
the last five lity
years, Policy
including
outstanding
action
Company
By our Company 3 N.A. N.A. N.A. 1 123.18**
Against our Company Nil 3 5 N.A. 41 536.65**
Subsidiaries
By our Subsidiaries Nil N.A. Nil N.A. Nil Nil
Against our Nil 1 Nil N.A. Nil 22.50
Subsidiaries
Directors
By our Directors Nil N.A. N.A. N.A. Nil Nil
Against our Directors 1 1 4 N.A. Nil 12.99
Promoters
By the Promoters Nil N.A. N.A. N.A. Nil Nil
Nil Nil 2*** Nil Nil Not
Against our Promoters
quantifiable
Key Managerial Personnel
By the Key Managerial Nil N.A. N.A. N.A. N.A. Nil
Personnel
Against our Key Nil N.A. 2**** N.A. N.A. Not
Managerial Personnel quantifiable
Senior Management
By the Senior Nil N.A. N.A. N.A. N.A. Nil
Management
Against our Senior Nil N.A. Nil N.A. N.A. Nil
Management
*
To the extent quantifiable.
**
Includes damages of ₹ 120.00 million claimed by our Company against Kent RO Systems Limited in relation to the civil suit filed
by our Company.
***
This includes two notices issued by the Office of Labour Commissioner, Karmika Bhavana, Bengaluru against Abhiraj Singh
Bhal, Raghav Chandra and Varun Khaitan, who are Executive Directors of our Company, which are mentioned under statutory
and regulatory actions against our Directors.
****
This includes two notices issued by the Office of Labour Commissioner, Karmika Bhavana, Bengaluru against Abhiraj Singh
Bhal, Raghav Chandra and Varun Khaitan, who are Executive Directors of our Company, which are mentioned under statutory
and regulatory actions against our Directors.

There are three GST proceedings against our Company and one GST proceeding against our subsidiary
as on date of this Red Herring Prospectus. We cannot assure you that any of the outstanding litigation
matters will be settled in our favor, or that no liability will arise out of these proceedings. While there are
no outstanding litigations involving our Group Company which may have a material impact on our
Company, we cannot assure you that there will be none in the future. Our Company is in the process of
litigating these matters, and based on the assessment in accordance with applicable accounting standards,
our Company has presently not made provision for any of the pending legal proceedings. For details of
our contingent liabilities, see “Summary of this Red Herring Prospectus – Summary of contingent
liabilities” on page 26.

As on date of this Red Herring Prospectus, there are three indirect tax proceedings against our Company
under the Central Goods and Services Tax Act, 2017 (“CGST Act”) for alleged non-compliances under
various provisions of the CGST Act. The aggregate amount involved (to the extent ascertainable) in these
proceedings is ₹ 358.72 million. We cannot assure you that any of the GST proceedings will be settled
in our favor, or that no liability will arise out of these proceedings. An adverse outcome in any of these
proceedings may affect our business, which could have an adverse effect on our financial condition.

Moreover, Kent RO Systems Limited (“Kent”) has filed a civil suit against our Company on September
5, 2024 (the “Kent Suit”) before the High Court of Delhi alleging infringement of patent number IN
538824 (“Suit Patent”) by our water purifiers, sold under the ‘Native’ brand of our Company and has

63
 inter alia sought for a permanent injunction against our Company from manufacturing, selling or offering
for sale any product that infringes the Suit Patent as well as damages. Thereafter, our Company has filed
a written statement in response to the Kent Suit refuting the infringement claims, demonstrating the
invalidity of the asserted claim, and requesting for dismissal of the Kent Suit, along with a counterclaim
challenging the validity of the asserted claim in the Suit Patent. As at the date of this Red Herring
Prospectus, the Kent Suit is pending and no injunction has been granted against sale of any of our
products. Separately, our Company has on January 13, 2025 also filed a civil suit against Kent RO
Systems Limited and Mr. Mahesh Gupta (collectively “Kent”) (“UrbanClap Suit”) before the Delhi HC
seeking a permanent injunction restraining Kent from causing loss to our Company by unlawful means,
including through misrepresentations and false, misleading and malicious communication to e-commerce
platforms thereby causing tortious interference towards our business and disparaging our Native
products. For further details, see “Outstanding Litigation and Material Developments – Litigation
involving our Company – Litigation filed against our Company – Civil proceedings” on page 444.
Additionally, a public interest litigation (“PIL”) has been filed before the High Court of Delhi against of
the Ministry of Road, Transport and Highway along with certain gig-economy service platforms
(“Platforms”), including our Company. The PIL has alleged that delivery and service operations by such
Platforms are in violation of the weight and dimension limits prescribed under the Motor Vehicles Act,
1988 and Central Motor Vehicles Rules 1989. The PIL has prayed for a writ of mandamus for the
purposes of framing and implementing regulatory guidelines for the gig economy in relation to the Motor
Vehicles Act, 1988 and Central Motor Vehicles Rules 1989, along with framing corporate liability
protocols.

Further, our Company had granted 132 employee stock options and 48 employee stock options under
ESOP – 2015 to certain non-resident employees on January 1, 2021, and February 1, 2021, respectively.
However, the corresponding form filings for such grants were delayed beyond the statutory timeline, and
resulted in the contravention of paragraph (4)(4) of the Foreign Exchange Management (Mode of
Payment and Reporting of Non-Debt Instruments) Regulations, 2019. Subsequently, Reserve Bank of
India, Foreign Exchange Department compounded such non-compliances by an order dated November
5, 2024 for a compounding fee of ₹ 30.00 (thirty rupees).

In addition to the foregoing, we could also be adversely affected by complaints, claims or legal actions
brought by persons, before various forums such as courts, tribunals, consumer forums or sector-specific
or other regulatory authorities in the ordinary course or otherwise, in relation to services rendered by
service professionals on our platform, our technology and/or intellectual property, our branding or
marketing efforts or campaigns or our policies or any other acts/omissions.

Further, we may be subject to legal action by individuals including our employees and/or ex-employees
in relation to alleged grievances such as termination of their employment with the Company or alleged
claims contending ownership and or participation rights in our Company. We may also be subject to
allegations which may or may not lead to any outstanding legal action or notice but may receive media
coverage which could adversely affect our reputation. There can be no assurance that such complaints or
claims will not result in investigations, enquiries or legal actions by any courts, tribunals or regulatory
authorities against us.

38. Our contingent liabilities and capital commitments could adversely affect our financial condition if
they materialize.

The following is a summary table of our contingent liabilities and capital commitments as at June 30,
2025:

Particulars Unit As at June 30, 2025

Contingent Liabilities
Claims against the Group not acknowledged as debts
GST Demands – matters under dispute in ₹ million 381.22
Other matters under disputes in ₹ million 56.59
Total in ₹ million 437.81
Capital Commitments
Estimated amount of contracts in the capital in ₹ million 15.87
account remaining to be executed (net of
capital advances)

64
 If a significant portion of these liabilities and commitments materialize, we may have to fulfil our
obligations, which could have an adverse effect on our business, financial condition and results of
operations. Furthermore, there can be no assurance that we will not incur similar or increased levels of
contingent liabilities or capital commitments in the current Fiscal or in the future. For example, our Board
has approved in August 2025 the setting-up of a manufacturing or assembly facility for ‘Native’ products
and the related capital expenditure. For details in relation to our contingent liabilities and capital
commitments as at June 30, 2025, see “Restated Consolidated Financial Information – Notes forming
part of the Restated Consolidated Financial Information – Note 40 – Contingent liabilities” and
“Restated Consolidated Financial Information – Notes forming part of the Restated Consolidated
Financial Information – Note 41 – Capital Commitments” on pages 389 and 390, respectively.

39. Improper storage, processing and handling and improper installation of our products could damage
our inventories and, as a result, have an adverse effect on our business, results of operations and
financial condition.

We typically store the products we distribute to service professionals on our platform and our Native
brand products in six warehouses across India availed through third parties under separate logistics and
warehousing agreements. In the event that our products are improperly stored, processed and handled,
the quality of our products may deteriorate, which may cause consumer dissatisfaction, and have a
material adverse effect on our business, results of operations and financial condition. In addition, if the
agreement for any of our warehouses is terminated, there is no guarantee that we will be able to find a
replacement warehouse in a timely manner or at all, which could disrupt the distribution of our business
of selling products to service professionals and our Native brand products, and have a material adverse
effect on our business, results of operations and financial condition.

We also engage third-party technicians to deliver and install our Native brand products in cities where
we do not operate, such as Dehradun, Bhubaneswar, Udaipur, Warangal, Hubbali, Darjeeling and
Gorakhpur. There is no assurance that these third-party technicians will follow the installation manual
provided by us. To the extent that there is any damage to our products in the process of transportation
and installation as a result of errors by the third-party technicians, we may receive complaints and/or
warranty claims from the affected consumers, which could have a material adverse effect on our
reputation, business, results of operations and financial condition.

40. Failure to comply with applicable economic sanction and anti-money laundering, counter-terrorist
financing laws and regulations could result in penalties and damage our reputation.

To the extent applicable, certain economic sanction, anti-money laundering and counter-terrorist
financing laws and regulations in the jurisdictions where our Company and partners operate prohibit,
among other things, any involvement in transferring the proceeds of criminal activities and any activities
involving restricted countries, organizations, entities and persons that have been identified as unlawful
actors or that are subject to U.S. sanctions imposed by the U.S. Department of the Treasury of Foreign
Asset Control or other international economic sanctions that prohibit us and our partners from engaging
in trade or financial transactions with certain countries, businesses, organizations and individuals. To the
extent applicable, these laws and regulations may require us to establish sound internal control policies
and procedures with respect to anti-money laundering, counter-terrorist financing and economic sanction
monitoring and reporting obligations.

Our consumers, suppliers or service providers may be located in, and we may enter into transactions with
consumers, suppliers or service providers located in, jurisdictions to which certain Office of Foreign
Assets Control-administered and other sanctions apply. To support our operations in Singapore and in
light of the lack of suitable local service professionals, we started engaging a Myanmar training center in
Fiscal 2025 to source and train potential service professionals from Myanmar who will be onboarded in
our Singapore business and lease a facility in Myanmar to support such screening and training of potential
service professionals. In the three months ended June 30, 2025 and Fiscal 2025, our total expenses in
Myanmar represented approximately 0.01% and 0.01% of our total expenses, respectively.

As at the date of this Red Herring Prospectus, there have not been any instances of non-compliance with
the economic sanction and anti-money laundering, counter-terrorist financing laws and regulations in the
past, and no penalty/sanction has been levied on our Company by any regulatory or statutory body.
Although we do not qualify (i) as a U.S. person under the various U.S. sanctions programs administered
by the Office of Foreign Assets Control or (ii) as “owned or controlled” by a U.S. person for purposes of
the Office of Foreign Assets Control sanctions targeting Myanmar, and we believe we comply fully with

65
 international sanctions to the extent applicable to us, there can be no assurance that we will be able to
fully monitor the transactions for any potential violation. If we fail to comply with current or future
applicable laws, we could incur significant fines and other penalties and suffer negative publicity and
reputational damage, which could have an adverse effect on our financial condition, cash flows, results
of operations or business. Further, investors in the Equity Shares could incur reputational or other risks
as a consequence. There can be no assurance that our internal control policies and procedures would be
sufficiently effective in protecting services on our platform from being exploited for illegal purposes, our
future business will be free of risk under the applicable international sanctions, or that we will be able to
conform our business operations to the expectations and requirements of such international regulatory
agencies that do not have jurisdiction over our business but assert the right to impose sanctions on an
extraterritorial basis.

41. Any disruption to our trainings to service professionals could disincentivize service professionals.

We provide in-house trainings to the service professionals onboarded on our platform, and service
professionals who complete our in-house training program are certified by National Skill Development
Corporation (“NSDC”). We collaborate with NSDC pursuant to an agreement dated December 8, 2022
by and between our Company and National Skill Development Corporation (“NSDC Agreement”). The
following table sets forth our service professionals onboarding costs incurred by us for the periods/ years
indicated:

Unit Three months ended Fiscals

June 30,
2025 2024 2025 2024 2023
Service professionals onboarding costs in ₹ 513.10 377.88 1,580.61 1,373.08 1,487.30
(1) million
Service professionals onboarding costs % 23.07% 19.81% 22.75% 24.40% 34.15%
as a % of India Service revenue from
operations
Note:
(1) Service professionals onboarding costs are the sum of rental expenses towards our training classrooms (on an accrual
basis), expenses towards training team salaries and their overhead expenses, the cost of materials consumed during the
onboarding process, service professional referral costs, service professional onboarding linked communication costs
and other search related costs.

The skill certification trainings are provided by internal and third-party trainers using training materials
developed by our Company. Any failure by these trainers to deliver trainings in accordance with our
standards could adversely affect the future performance and reliability of service professionals on our
platform, potentially leading to consumer dissatisfaction, and reputational damage. However, we do not
typically provide skill certification trainings to additional personnel hired by the service professionals,
since service professionals registered on the platform are responsible for service delivery. There is no
assurance that such personnel will be able to deliver services to the same standards as the service
professionals we train, which may cause consumer dissatisfaction and have a material adverse effect on
our business, results of operations and financial condition.

Furthermore, any interruption or termination of relationships with NSDC could disrupt awarding of skill
certificates to service professionals passing out from these trainings. There is no assurance that in the
event of termination of relationship with NSDC, we will be able to provide skill certifications to service
professionals on our platform in a timely manner or at all, which could disincentivize service
professionals or prospective customers to join our platform, impede our ability to maintain our operations,
and have a material adverse effect on our business, results of operation and financial condition.

42. We are required by advertising, media and internet laws, rules and regulations to moderate content on
our platform which incurs significant compliance costs, and any non-compliance or additional
required government approval may have a material adverse effect on our business and results of
operations.

Indian and international advertising laws, rules and regulations require advertisers, advertising operators
and advertising distributors to ensure that the content of the advertisements they prepare or distribute is
fair and accurate and is in full compliance with applicable laws. For example, the Advertising Standards
Council of India (“ASCI”), an industry established self-regulatory body, has issued certain guidelines for
digital advertising which among other things sets out conditions for advertisements to be legal, decent,
honest and truthful, and not hazardous or harmful; and the Central Consumer Protection Authority

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 established under the Consumer Protection Act, 2019 has issued (i) Guidelines for Prevention of
Misleading Advertisements and Endorsements for Misleading Advertisements, 2022 which among other
things sets out conditions for valid advertisements which are not misleading; and (ii) the Guidelines for
Prevention and Regulation of Dark Patterns, 2023 which sets out conditions to regulate dark patterns.
‘Dark patterns’ means practices deployed in the user interface or user experience interactions that are
designed to mislead or trick users into doing an action they did not originally intend to do. As a result,
they subvert or impair consumer autonomy, decision making or choice, and amount to misleading
advertisements or unfair trade practice or violation of consumer rights under the Consumer Protection
Act, 2019. In March 2024, a user claimed that certain design of the user interface of our mobile
application was confusing, misleading and not user friendly. We issued a clarification and updated our
mobile application to address the concerns raised by such user. In July 2024, ASCI notified us that it had
received a complaint that our claim that consumers of Native brand water purifiers would incur “no
service changes for 2 years” could violate the code of ASCI, as the claim seemed to contradict with our
user manual, which excluded units installed by unauthorized service providers, and stated that the
consumers would bear the costs of transporting the products. We resolved the complaint with ASCI by
adding clarificatory language across all our online platform and offline sales channels. While we have
not incurred any fines or penalties for any alleged or actual violation of these laws, rules or regulations
in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, there is no assurance that our
advertisement, promotions, designs of our mobile application and website and our platform will not be
found in violation of any applicable law, rules or regulations, and that we will not be subject to any fines
and penalties. Failure to comply with these requirements and any penalties or fines for any failure to
comply may significantly reduce the attractiveness of our platform and increase our costs and could have
a material adverse effect on our business, financial condition, cash flows and results of operations.

Pursuant to the applicable laws in India in relation to media and internet, we are required to take steps to
moderate the content displayed on our platform, such as reviews posted by consumers on our platform
and the content shared by service professionals on their engagement platform “UC Cult”. This requires
considerable resources and time, and could significantly affect the operation of our business, while at the
same time also exposing us to increased liability under the relevant laws, rules and regulations. The costs
associated with complying with these laws, rules and regulations, including any penalties or fines for our
failure to comply, if required, could have a material adverse effect on our business, financial condition,
cash flows and results of operations. If we were required to obtain government approval to advertise
services on our platform or our products, it could significantly disrupt our operations and materially and
adversely affect our business and results of operations.

43. We have presented certain supplemental information of our performance which is not prepared under
or required under Ind AS.

This Red Herring Prospectus includes certain non-GAAP measures including adjusted EBITDA, adjusted
EBITDA margin (as a % of NTV), adjusted EBITDA margin (as a % of revenue from operations),
adjusted EBITDA margin (excluding InstaHelp) and Contribution Margin (collectively, “Non-GAAP
Measures”) and certain other industry measures related to our operations and financial performance,
which are supplemental measures of our performance and are not required by, or presented in accordance
with, Ind AS, IFRS or U.S. GAAP. For further details in relation to reconciliation of Non-GAAP
Measures to Ind AS, see “Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Non-GAAP Financial Measures – Restated profit/(loss) to Adjusted EBITDA” on page
429.

Further, these Non-GAAP Measures and industry measures are not a measurement of our financial
performance under Ind AS, IFRS or U.S. GAAP and should not be considered in isolation or construed
as an alternative to cash flows, profit / (loss) for the periods/ years or any other measure of financial
performance or as an indicator of our operating performance, liquidity, profitability or cash flows
generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or U.S.
GAAP. In addition, some of these Non-GAAP Measures and industry measures are not standardized
terms and may vary from any standard methodology that is applicable across our industry, and therefore
may not be comparable with financial or industry related statistical information of similar nomenclature
computed and presented by other companies, and hence a direct comparison of these Non-GAAP
Measures and industry measures between companies may not be possible. Other companies may calculate
these Non-GAAP Measures and industry measures differently from us, limiting its usefulness as a
comparative measure. Although such Non-GAAP Measures and industry measures are not a measure of
performance calculated in accordance with applicable accounting standards, our Company’s management

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 believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate
a company’s operating performance. These Non-GAAP Measures and other information relating to our
operations and financial performance may not be computed on the basis of any standard methodology
that is applicable across the industry and therefore may not be comparable to financial measures and
statistical information of similar nomenclature that may be computed and presented by other companies
and are not measures of operating performance or liquidity defined by Indian GAAP and may not be
comparable to similarly titled measures presented by other companies.

44. Certain of our operational metrics are tracked using internal systems and tools and as a result are
subject to inherent challenges in measurement which may adversely affect our business and
reputation.

We track certain operational metrics, including non-GAAP financial measures such as Adjusted
EBITDA, Adjusted EBITDA Margin (as a % of NTV), Adjusted EBITDA Margin (as a % of revenue
from operations), Adjusted EBITDA Margin (excluding InstaHelp), Contribution Margin and non-
financial operational metrics such as annual transacting consumers, average monthly active service
professionals and Net Transaction Value, with internal systems and tools which may differ from estimates
or similar metrics published by third parties due to differences in sources, methodologies, or the
assumptions on which we rely. In particular, we rely on our internal systems and tools to track revenue
and expenses in relation to InstaHelp as a standalone subset in computing the Adjusted EBITDA Margin
(excluding InstaHelp). Our internal systems and tools have a number of limitations, and our
methodologies for tracking these metrics may change over time, which could result in unexpected
changes to our metrics and lack of comparability with prior periods, including the metrics we publicly
disclose. If the internal systems and tools we use to track these metrics under- or over- count performance
or contain algorithmic or other technical errors, the data we report may not be accurate. While these
numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period
of measurement, there are inherent challenges in measuring the metrics on our platform. For example,
the accuracy of our operating metrics could be impacted by fraudulent consumers of our platform, and
further, we believe that there are consumers who have multiple accounts, even though this is prohibited
in our terms of service, and we implement measures to detect and prevent this behavior. Consumer usage
of multiple accounts may cause us to overstate the number of consumers on our platform. In addition,
limitations or errors with respect to how we measure data or with respect to the data that we measure may
affect our understanding of certain details of our business, which could affect our long-term strategies.

Further, the operational metrics disclosed in this Red Herring Prospectus are not standardized terms in
our industry, and may vary from similar nomenclature computed and presented by other companies.
While we believe these operational metrics are useful to an investor in evaluating our performance, such
operational metrics may not be able to provide a direct comparison of companies in the industry. If our
operating metrics are not accurate representations of our business, if investors do not perceive our
operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, we
expect that our business, reputation, financial condition, cash flows and results of operations would be
adversely affected.

45. The impact of macroeconomic conditions, including the resulting effect on discretionary consumer
spending, may harm our business and operating results.

Our performance is subject to macroeconomic conditions and their impact on levels of discretionary
consumer spending. Some of the factors that have an impact on discretionary consumer spending include
general economic conditions, unemployment, consumer debt, reductions in net worth, residential real
estate and mortgage markets, taxation, energy prices, interest rates, consumer confidence, and other
macroeconomic factors. According to the Redseer Report, economic growth and stability lead to higher
spending on discretionary services such as beauty and wellness and home renovation. Consumer
preferences tend to shift to lower-cost alternatives during recessionary periods and other periods in which
disposable income is adversely affected. Our platform offers a diverse range of offerings at multiple price
points that accommodate the needs of consumers of different income profiles. Notwithstanding the
foregoing, a shift in consumer behavior as a result of adverse economic conditions may result in reduced
consumer spending and growth of consumers on our platform and reduce the strength of our network
effects and may harm our business, financial condition, and operating results.

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46. We may not be able to prevent others from unauthorized use of our intellectual property and other
proprietary rights and may be subject to alleged infringement of others’ intellectual property and other
proprietary rights, which could harm our business and competitive position.

Intellectual property and other proprietary rights are important to the success of our business. Our ability
to compete effectively is dependent in part upon our ability to obtain, maintain, protect, and enforce our
intellectual property and other proprietary rights, including our proprietary technology, and to obtain
licenses to use the intellectual property and proprietary rights of others. We rely on a combination of
trademarks, domain names, patents, trade secrets and agreements with employees and third parties to
protect our intellectual property and other proprietary rights. We rely significantly on our “Urban
Company”, “Urbanclap” and “UC” brands, which are our registered trademarks, and our proprietary
source codes of our algorithm, which are protected by trade secrecy laws and non-disclosure agreements
that we entered into with our employees and third parties. Nonetheless, the steps we take to obtain,
maintain, protect, and enforce our intellectual property and other proprietary rights may be inadequate
and we may not obtain registrations for the trademarks that we file in the course of our business
operations. Further, despite our efforts to protect these rights, unauthorized third parties, including our
competitors, may duplicate, mimic, reverse engineer, access, obtain, or use the proprietary aspects of our
technology, processes or services without our permission. Third parties may misappropriate our data,
through website scraping, robots, web crawlers or other tools or means and aggregate this data on their
websites with data from other companies. In addition, “copycat” websites may attempt to imitate the
functionality of our website. If we become aware of such activities, we would employ technological
and/or legal measures, including initiating lawsuits, in an attempt to halt their operations. While we have
taken steps to address any infringement on our intellectual property or misappropriation of our data, such
as sending cease and desist order, and initiating legal proceedings and we have not incurred significant
cost in such enforcement measures in the three months ended June 30, 2025 and Fiscals 2025, 2024 and
2023, such measures may be insufficient to protect our intellectual property or other proprietary rights or
information from misappropriation, infringement, or other violation by others, and such measures could
divert management’s attention and incur significant expenses, which could have material adverse effect
on our business, results of operations and financial condition.

As service offerings by the software industry increase resulting in increasing overlap in software
functionalities, and as we acquire technology through acquisitions or licenses, we may become
increasingly subject to infringement claims, including patent, copyright, and trademark infringement
claims. A successful infringement claim against us could result in monetary liability or a material
disruption in our business. We may incur substantial expenses in defending against third party
infringement claims, regardless of their merit. Additionally, due to diversion of management time,
expenses required to defend against any claim and the potential liability associated with any lawsuit, any
significant litigation could significantly harm our business, financial condition and results of operations.
In Fiscal 2025, there was an infringement lawsuit filed against us before the High Court of Delhi, alleging
an infringement of a patent in the Native M1 and M2 RO water purifiers we sold, accompanied by an
application for a permanent injunction against our Company from selling or offering for sale of such
water purifiers. As of the date of this Red Herring Prospectus, the court has not granted any order to
suspend our sale of such water purifiers and has not ruled on the alleged infringement. For further details,
see “Outstanding Litigation and Material Developments - Litigation involving our Company -
Litigation filed against our Company – Civil proceedings” on page 444. Also see “– There are pending
litigations against our Company, our Subsidiaries and certain of our Directors, Key Managerial
Personnel, Senior Management and Promoters. Any adverse decision in such proceedings may render
us/them liable to liabilities/penalties and may adversely affect our business, cash flows and reputation”
on page 62. While no court of law has found us to have infringed on third parties’ intellectual property
in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, there is no assurance that we
will not be subject to such claims in the future. In the event that we are found to infringe on third parties’
intellectual property, our business, financial condition and results of operations could be materially and
adversely affected.

47. Internet search engines and social media drive traffic to our platform and our business, financial
condition and results of operations could be adversely affected if we fail to appear prominently in
search results and social media.

Our success depends in part on our ability to attract consumers through search engine results, search
engine marketing and/or social media. Search engines, social media platforms and other online sources
often revise their algorithms and introduce new advertising services based on data feedback. For example,

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 a search engine may change its ranking algorithms, methodologies, or design layouts. In addition, search
engines typically allow businesses, advertisement agencies, e-commerce platforms, like us, to bid on
advertisement spots for search key words, such as “Urban Company”. Other businesses could and have
in the past, outbid us to display their links in the advertisement spots, when consumers search for words
or expressions associated with our brand and us. As a result, links to our website may not be prominent
enough to drive traffic to our website. In the past, we sued a company for malicious bidding behavior on
search engine marketplaces. While we have settled the dispute, we cannot assure you that such instances
will not occur in the future. Search engines may also adopt a more aggressive auction-pricing system for
keywords that would cause us to incur higher advertising costs or reduce our market visibility to
prospective consumers. The search volume for our brand on search engines has experienced fluctuations
in search result rankings in the past, and we anticipate similar fluctuations in the future. While we have
and will continue to aim to reduce our reliance on direct searches, any reduction in the number of
consumers directed to our platform could adversely affect our business, cash flows, financial condition,
cash flows and results of operations. In addition, if our online display advertisements are no longer able
to reach certain consumers due to consumers’ use of ad-blocking software, our business or results of
operations could suffer. For more details relating to the search results of our brand on Google, please see
“Our Business – Our Competitive Strengths – Established brand trusted by consumers” on page 225.

48. We may not have sufficient insurance coverage to cover our business risks and our insurers may not
accept our claims on account of insufficient proof or supporting information.

We have obtained insurance to cover certain potential risks and liabilities, such as cyber security in India
and public liability insurance in UAE and Singapore, and group health covering our employees. We have
also obtained insurance such as directors’ and officers’ liability insurance policy in India to cover certain
potential employee related risks. For further details, see “Our Business – Insurance” on page 256.
During the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, we have made certain
health insurance claims and a claim for the value of inventory loss in a fire incident at our third-party
warehouse located at Bhiwandi, Mumbai in May 2025. While we have made a claim of ₹ 89.40 million
for the foregoing inventory loss on account of fire of ₹ 90.47 million, there is no assurance that we could
recover the full claim. There may be claims that may arise in the future and we cannot assure you that
our current insurance policies will insure us fully against all risks and losses that may arise in the future.
In addition, even if such losses are insured, we may be required to pay a significant deductible on any
claim for recovery of such a loss, or the amount of the loss may exceed our coverage for the loss. In
addition, our insurance policies are subject to annual review, and we cannot assure you that we will be
able to renew these policies on similar or otherwise acceptable terms, if at all. In addition, although we
believe that we maintain insurance coverage suitable for our operation, we have not obtained insurance
for commercial general liability, property damage, personal injury or business disruption for our
operations in India. If we were to incur any loss that is not insured or a loss that significantly exceeds the
limits of our insurance policies, it could have a material adverse effect on our business, financial
condition, results of operations and cash flows. The table below sets forth our insurance coverage as a
percentage of property, plant and equipment and inventories for the dates indicated.

Particulars Unit As of June 30, As of March 31,

2025 2024 2025 2024 2023
Net Book Value of Property, Plant & in ₹ 605.50 494.21 565.13 463.59 354.64
Equipment and book value of Inventories million
Amount of insurance obtained in ₹ 1,101.56 543.53 682.85 543.53 711.70
million
Insurance Coverage % 181.92% 109.98% 120.83% 117.24% 200.68%

49. We may not be able to obtain financing on favorable terms or at all.

We may require additional cash resources due to future growth and development of our business,
including any investments or acquisitions we may decide to pursue, and in particular our continued
investment in proprietary technology or to cope with unforeseen events beyond our control such as the
global lockdown due to the COVID-19 pandemic. While we have not conducted any equity fundraising
activities in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, if our cash resources
are insufficient to satisfy our cash requirements in the future, we may seek to issue additional equity or
debt securities or obtain new or expanded credit facilities. Our ability to obtain external financing in the
future is subject to a variety of uncertainties, including general economic and capital market conditions,
credit availability from banks, investor confidence, continued success of our operations. The terms of
debt financing may include restrictive covenants. Indian companies may be required to complete filings

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 with the applicable regulatory authorities before the launch of any onshore or offshore debt issuance.
These filing and approval procedures will take time, which may result in our missing the best market
windows for debt or equity issuances in the future. In addition, incurring indebtedness would subject us
to increased debt service obligations and could result in operating and financial covenants that would
restrict our operations. Our ability to access international capital and lending markets may be restricted
at a time when we would like, or need, to do so, especially during times of increased volatility and reduced
liquidity in global financial markets and stock markets, including due to policy changes and regulatory
restrictions, which could limit our ability to raise funds. There can be no assurance that financing will be
available in a timely manner or in amounts or on terms acceptable to us, or at all. Any failure to raise
needed funds on terms favorable to us, or at all, may impact our liquidity as well as have a material
adverse effect on our business, cash flows, financial condition and results of operations.

50. We may be unable to renew our existing leases or secure new leases for our existing offices and service
professional training centers, which may result in a disruption in our operations.

Our corporate office and most of the service professional training centers are located on leased properties.
We typically enter into lease agreements and leave and license agreements, ranging from a period of two
years to nine years for our corporate offices and three years for the service professional training centers
in India. We also enter into letters of intent for short-term leases for ancillary purposes, which are
typically subject to definitive lease agreements. Additionally, some of our offices are operated out of co-
working spaces as well. We occasionally, based on seasonal demands, enter into leases less than 12
months for training facilities in India.

Our existing lease agreements and the definitive lease agreements to which our letters of intent are subject
may be terminated by our landlords from time to time. While we renew our lease agreements periodically
in the ordinary course of business, in the event that these existing leases are terminated or they are not
renewed on commercially acceptable terms, we may suffer a disruption in our operations. If alternative
premises are not available at the same or similar costs, sizes or locations, our business, financial condition
and results of operations may be adversely affected. In addition, any adverse development relating to the
landlords’ title or ownership rights to such properties may entail significant disruptions to our operations,
especially if we are forced to vacate leased spaces following any such developments, which could have
a material adverse effect on our business, results of operations and financial condition. For example, in
Fiscal 2024, creditors initiated foreclosure proceedings against the landlord of our headquarters due to
mortgage default, but the matter was subsequently settled upon repayment of the mortgage and the
enforcement proceedings were withdrawn. There is no assurance that we will not encounter similar
instances in the future, in which case our operations may be disrupted.

Further, certain of lease agreements to which our Company is a party situated in Delhi, Maharashtra,
Karnataka, West Bengal, Tamil Nadu, Telangana, Gujarat, Bihar, Andhra Pradesh, Jharkhand,
Chhattisgarh, Uttarakhand, Uttar Pradesh and Haryana are not adequately stamped. Accordingly, such
documents may be rendered inadmissible as evidence in a court in India or may not be authenticated by
any public officer and the same may attract penalty as prescribed under applicable law or may impact our
ability to enforce these agreements legally, which may result in an adverse effect on the continuance of
our operations and business.

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51. We conduct our operations in the Kingdom of Saudi Arabia through a Joint Venture and our control
over the Joint Venture is limited by our shareholding therein and the joint venture agreement. If the
Joint Venture fails to achieve or maintain profitability, our business, results of operation and financial
condition may be materially and adversely affected.

In March 2024, Urban Home Experts Pte Ltd entered into a joint venture agreement with Saneem
Investment Company, with our Company and Al-Saoudiya Lahloul Qawi Al-Bashriya Masahme
Makfeleh as confirming parties, to establish a joint venture to conduct our operations in the KSA region.
We have started operations through the joint venture “Company Waed Khadmat Al-Munzal for
Marketing” (the “Joint Venture”) with effect from January 1, 2025, and we have since then accounted
for our Joint Venture using the equity method and recognized our share of profit / (loss) from the joint
venture. For further details in relation to the joint venture, see “Our Business” and “History and Certain
Corporate Matters” on pages 218 and 266, respectively. For further details of the results of operations
of our Joint Venture, see “Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Results of Operations – Three months ended June 30, 2025, compared to three months
ended June 30, 2024 – Share of net loss of joint venture accounted for using the equity method” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results
of Operations – Fiscal 2025 compared to Fiscal 2024 – Share of net loss of joint venture accounted
for using the equity method” on pages 421 and 424, respectively. Our shareholding in the Joint Venture,
through Urban Home Experts Pte. Limited, is 50% of the total equity shareholding of Company Waed
Khadmat Al-Munzal for Marketing.

Certain business actions of the Joint Venture require consent of our joint venture partner. These actions
include, among others, expansion into any countries around the KSA region as specified in the joint
venture agreement, incorporation or dissolution of any subsidiaries, establishment or closure of any
branch offices, declaration and distribution of dividend, any merger, demerger, amalgamation,
consolidation of the Joint Venture, the winding-up, voluntary liquidation and dissolution of the Joint
Venture, any change to the capital structure, any change in the size and composition of the board of the
Joint Venture, acquisition or sale of asset in excess of an amount specified in the joint venture agreement,
incurrence of indebtedness in excess of an amount specified in the joint venture agreement, settlement,
termination or waiver of any claims in excess of an amount specified in the joint venture agreement and
commencement any new business or cessation of any part of business that materially changes the business
as conducted by the Joint Venture. Due to these restrictions, we may be constrained in our ability to
expand our operations in the KSA region, commence new business, close down any part of business or
raise equity or debt capital to fund the Joint Venture’s growth and operations, and exit our investment
from the Joint Venture.

In addition, our participation in the Joint Venture is subject to risks that may not be present with other
methods of ownership, including:

• Our interests and those of our Joint Venture partners may not always be aligned, resulting in,
among other things, additional costs, disagreements and / or other conflict of interest issues;

• We could experience an impasse on certain decisions because we do not have sole decision-
making authority, which could require us to expend additional resources to resolve such
impasses or potential disputes, including litigation or arbitration;

• We may not be able to adjust the products and service offerings in response to market change
in a timely manner;

• The Joint Venture may not be able to obtain or renew approvals in a timely manner from the
jurisdictions in which it operates;

• We may also suffer unexpected costs or other losses if any of our Joint Venture Partners become
insolvent, is unable to pay its debts as they fall due, does not meet the obligations under the
agreements governing our relationship with the Joint Venture Partners, or if such violations lead
to fines, penalties, restrictions, withdrawal of licenses and termination of the agreements under
which the Joint Venture operates;

• Our ability to transfer our interest in the Joint Venture to a third party may be restricted and the
market for our interest may be limited; and

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 • The Joint Venture will continue to use our brand for operations for six to twelve months after
the incorporation and after which it shall use its own brand.

As a result of these restrictions in the joint venture agreement, there is no guarantee that the Joint Venture
will achieve or maintain profitability, which in turn, could have a material adverse effect on our business,
financial condition, results of operations and cash flows. Further, as we have fully transitioned our KSA
operations to the Joint Venture effective from January 1, 2025, as per the Ind AS requirements, we have
accounted for the Joint Venture using equity method and recognized our share of profit / (loss) from the
Joint Venture since January 1, 2025. As a result of the change in accounting method, the financial
performance of the Joint Venture since January 1, 2025 would not be directly comparable with its
performance in the prior periods as presented in this Red Herring Prospectus.

52. We may not be able to successfully execute future acquisitions, enter into strategic alliances, make
strategic investments or efficiently manage the same.

As part of our growth strategy, we may decide to expand, in part, by acquiring certain complementary
businesses or technologies, by entering into strategic alliances or making strategic investments. The
success of any material acquisition, strategic alliance or strategic investment will depend upon several
factors, including our ability to: identify and cost-effectively acquire businesses; integrate acquired
consumer data, operations, products and technologies into our organization effectively; retain and
motivate key personnel; and effectively retain acquired consumers. Strategic alliances with third parties
could subject us to a number of additional risks, including risks associated with sharing proprietary
information, non-performance or default by counterparties, and increased expenses in establishing these
new alliances, any of which may materially and adversely affect our business. We may have limited
ability to control or monitor the actions of our strategic partners. To the extent a strategic partner suffers
any negative publicity as a result of its business operations, our reputation may be negatively affected by
virtue of our association with such party.

Any such acquisition, alliance or investment may require a significant commitment of management time,
capital investment and other resources and could result in a diversion of resources from our existing
business, which in turn could have an adverse effect on our growth and business operations. We may not
be successful in identifying and negotiating acquisitions or investments on terms favorable to us, integrate
the acquired target into our existing operations in a cost-efficient or timely manner, or at all. Any
acquisition, alliances or investment could involve us taking on debt or give rise to new liabilities. In
addition, if we use our equity securities as consideration for acquisitions, we may dilute the value of the
Equity Shares.

53. This Red Herring Prospectus contains information from an industry report which we have
commissioned and paid for from Redseer.

Pursuant to being engaged by us specifically for the purposes of the Offer, Redseer, which is an
independent agency and is not a related party of our Company, our Subsidiaries, joint venture, Directors,
Promoters, Key Managerial Personnel, Senior Managerial Personnel or the Book Running Lead
Managers, exclusively prepared a report on our industry dated August 29, 2025 and titled “Industry
Report on Home Services and Solutions” (“Redseer Report”). Certain sections of this Red Herring
Prospectus include information based on, or derived from, the Redseer Report or extracts of the Redseer
Report. We commissioned and paid for this report for the purpose of confirming our understanding of
the industry in connection with the Offer. The commissioned report also highlights that certain industry
and market data may be subject to assumptions. In addition, market share data and other data used by
Redseer are based on public information, which may not be directly comparable to our financial
statements and financial information in this Red Herring Prospectus. Methodologies and assumptions
also vary widely among different industry sources. These assumptions may change based on various
factors. We cannot assure you that Redseer’s assumptions are correct or will not change and, accordingly,
our position in the market may differ from that presented in this Red Herring Prospectus. Further, the
commissioned report is not a recommendation to invest or divest in the Equity Shares. Prospective
investors are advised not to unduly rely on the commissioned report or extracts thereof as included in this
Red Herring Prospectus, when making their investment decisions.

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54. The Offer will consist of an offer for sale aggregating up to ₹ 14,280 million, the proceeds of which
will not be available to us.

As this Offer includes an Offer for Sale by the Selling Shareholders, which is [●]% as a percentage of
the Offer, the proceeds from the Offer for Sale (net of the expenses in relation to the Offer which are
payable by the Selling Shareholders) will be remitted to each of the Selling Shareholders in proportion
to the respective portion of the Offered Shares and our Company will not benefit from such proceeds.
For further details, see “Objects of the Offer” on page 158.

55. We have issued equity shares during the last one year from the date of this Red Herring Prospectus at
a price which may not be indicative of the Offer Price (other than bonus issues).

During preceding one year from the date of this Red Herring Prospectus, we have issued the following
Equity Shares of our Company that may not be indicative of the Offer Price:

Date of allotment Reason / nature of No. of equity Face Issue Nature of

allotment shares value per price per consideratio
allotted equity equity n
share (₹) share (₹)
September 11, Exercise of stock options 26 1 1 Cash
2024
December 23, Exercise of stock options 500 1 1 Cash
2024
January 7, 2025 Exercise of stock options 141 1 1 Cash
February 13, 2025 Bonus issue of Equity 488,522,013 1 N.A. N.A.
Shares in the ratio of 2,499
Equity Shares for every one
Equity Share held*
February 18, 2025 Exercise of stock options 1,050,000 1 1 Cash
August 24, 2025 Allotment pursuant to 101,772,070 1 N.A.^ N.A.^
conversion of Series A
CCPS in the ratio of 2,330
Equity Shares for one CCPS
August 24, 2025 Allotment pursuant to 196,605,400 1 N.A.^ N.A.^
conversion of Series A 1
CCPS in the ratio of 2,330
Equity Shares for one CCPS
August 24, 2025 Allotment pursuant to 213,446,640 1 N.A.^ N.A.^
conversion of Series B
CCPS in the ratio of 2,330
Equity Shares for one CCPS
August 24, 2025 Allotment pursuant to 3,264,330 1 N.A.^ N.A.^
conversion of Series B 1
CCPS in the ratio of 2,330
Equity Shares for one CCPS
August 24, 2025 Allotment pursuant to 88,602,910 1 N.A.^ N.A.^
conversion of Series C
CCPS in the ratio of 2,330
Equity Shares for one CCPS
August 24, 2025 Allotment pursuant to 122,422,860 1 N.A.^ N.A.^
conversion of Series D
CCPS in the ratio of 2,330
Equity Shares for one CCPS
August 24, 2025 Allotment pursuant to 47,946,740 1 N.A.^ N.A.^
conversion of Series E
CCPS in the ratio of 2,330
Equity Shares for one CCPS
August 24, 2025 Allotment pursuant to 126,225,000 1 N.A.^ N.A.^
conversion of Series F
CCPS in the ratio of 2,500
Equity Shares for one CCPS
* Allotment of Equity Shares by way of bonus issue to such holders of Equity Shares of our Company, whose name appears in the
list of beneficial owners on the record date, i.e., February 12, 2025.
^ Consideration was paid at the time of allotment of the CCPS.

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 The price at which Equity Shares have been issued by our Company in the immediate preceding year is
not indicative of the price at which they will be issued or traded. For further information, see “Capital
Structure – Notes to Capital Structure – Share Capital History” on page 104.

56. Grant of stock options under our ESOP – 2015 and ESOP – 2022 may result in a charge to our
statement of profit and loss and, to that extent, affect our financial condition.

Our Company may, in the future, continue to issue Equity Shares, including under our ESOP – 2015 and
ESOP – 2022, at prices that may be lower than the Offer Price, subject to compliance with applicable
law. The table below sets forth our share based payment expense in the periods/ years indicated:

Unit Three months ended Fiscals

June 30,
2025 2024 2025 2024 2023
Share based payment expense in ₹ million 230.37 154.79 725.70 571.26 934.60
Share based payment expense as % of % 6.27% 5.51% 6.34% 6.90% 14.68
revenue from operations %

Grant of stock options result in the cost being recognized in our statement of profit and loss and an
increment in Other Equity on our balance sheet, and therefore, affects our financial condition. Any
issuances of Equity Shares by our Company, including through exercise of employee stock options
pursuant to ESOP – 2015 and ESOP – 2022 or any stock option plans that we may implement in the
future, may dilute your shareholding in the Company, thereby adversely affecting the trading price of the
Equity Shares. The details of options outstanding as at the date of this Red Herring Prospectus under each
ESOP – 2015 and ESOP – 2022 are as follows:

As at date of this As at June 30, As at March 31, As at As at

Red Herring 2025 2025 March 31, March 31,
Prospectus 2024 2023
ESOP-2015
Options 46,984.70 42,656.90 42,509.27 48,242.25 45,470.82
Outstanding
ESOP-2022
Options 1,382.50 1,382.50 1,382.50 1,382.50 2,396.00
Outstanding

For further details, see “Capital Structure – Employee Stock Option Schemes” on page 151.

57. We are unable to trace some of our corporate records relating to allotments made by our Company
pursuant to certain allotments. We cannot assure you that no legal proceedings or regulatory actions
will be initiated against our Company in the future in relation to these matters or there will be any
other non-compliances in the future, which may impact our financial condition and reputation.
Further, we have received an order in April 2025 in an adjudication proceeding filed by our Company
with the Registrar of Companies, New Delhi (“RoC”) in April 2025.

Some of our Company’s corporate records are not traceable as the relevant information was not available
in the records maintained by our Company. These include certain letters of offer sent to the relevant
Shareholders and letters of non-participation by relevant Shareholders for certain rights issues undertaken
by our Company during the period from March 2015 to June 2019, pursuant to which Equity Shares were
allotted by our Company. For further details, see “Capital Structure – Notes to Capital Structure – Share
Capital History – History of Equity Share capital of our Company” on page 104. Further, our Company
is also unable to trace certain letters of offer and letters of non-participation sent to the relevant
Shareholders of the Company for certain rights issues undertaken by our Company during the period
from March 2015 to June 2019, pursuant to which Preference Shares were allotted by our Company. For
further details, see “Capital Structure – Notes to Capital Structure – Share Capital History – History
of preference share capital of our Company” on page 126. We cannot assure you that no legal
proceedings or regulatory actions will be initiated against our Company in the future in relation to these
matters or other matters, which may impact our financial condition and reputation.

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 2, 2025 followed by an adjudication order

75
 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 ₹
0.20 million was imposed on our Company and ₹ 0.05 million on each of the Executive Directors of our
Company. Such penalties have been paid on April 24, 2025 and the matter stands settled.

58. There has been an instance of delay in payment of provident fund dues for certain employees, on
account of unavailability of Universal Account Number (UAN).

The table below sets forth the details of the statutory dues paid by our Company in relation to its
employees for the period/years indicated below:

Nature of Payment Unit Three months Fiscals

ended June 30,
2025 2025 2024 2023
Employee State Insurance Act, in ₹ million NA NA NA NA
1948
Gratuity in ₹ million 10.16 61.59 46.18 42.59
Provident fund in ₹ million 31.16 114.47 106.16 93.84
Superannuation in ₹ million NA NA NA NA
Professional tax in ₹ million 0.41 1.07 0.96 0.92
Tax deducted at source on salary in ₹ million 112.02 1,042.55 383.72 352.47

The table below sets out details of the number of employees of our Company, (India):

Unit As of June 30, As of March 31,

2025 2025 2024 2023
Number of employees number 1,340 1,097 956 957

There is an outstanding amount of ₹ 0.61 million pertaining to employee provident fund for Fiscal 2019,
which we were unable to deposit as a result of unavailability of the universal account number (“UAN”)
for certain employees, which could not be generated on account of incorrect know-your-customer details.
Such delay in contribution to employee provident fund may subject us to certain damages and payment
of interest as determined by the competent authority.

59. The Company may be classified as a passive foreign investment company for U.S. federal income tax
purposes, which could result in materially adverse U.S. federal income tax consequences to U.S.
Holders of the equity shares.

Based on the anticipated market price of the Equity Shares, and the composition of our income, assets
and operations, we do not expect to be treated as a passive foreign investment company (a “PFIC”) for
U.S. federal income tax purposes for the current taxable year. However, the application of the PFIC rules
is subject to uncertainty in several respects, and we cannot assure investors that the U.S. Internal Revenue
Service will not take a contrary position. Furthermore, PFIC status is a factual determination that can
only be made annually after the close of each taxable year, and our PFIC status for each taxable year will
depend on particular facts and circumstances (including the composition of our income and assets and
the value of our assets, including goodwill and other intangible assets, which may be determined in part
by reference to the market value of the Equity Shares, which may fluctuate significantly over time) and
may be affected by differing interpretations of the PFIC rules. Accordingly, there can be no assurance
that we were not a PFIC for the most recently ended taxable year or that we will not be a PFIC for the
current or any future taxable year, and the International Legal Counsel to the Book Running Lead
Managers expresses no opinion with respect to our PFIC status for our past, current, or future taxable
years. If we are a PFIC for any taxable year during which a U.S. Holder (as defined in “Certain U.S.
Federal Income Tax Considerations”) holds the Equity Shares or the preceding taxable year, certain
materially adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Certain
U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules” beginning
on page 190. Accordingly, U.S. Holders should consult their tax advisors regarding our PFIC status for
any taxable year and the potential application of the PFIC rules.

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60. Our Company is not, and does not intend to become, regulated as an investment company under the
Investment Company Act and related rules. The Volcker Rule may affect the ability of certain types of
entities to purchase the Equity Shares.

Our Company will not be subject to the provisions of the U.S. Investment Company Act, in reliance on
Section 3(c)(7) thereof, which excludes from the definition of “investment company” any issuer whose
outstanding securities are owned exclusively by “qualified purchasers” (as defined in such Section
3(c)(7)), and who meet the other conditions contained therein. For purposes of the Volcker Rule, a
“covered fund” includes any issuer that would be an investment company but for the exclusions contained
in Section 3(c)(1) or Section 3(c)(7) under the U.S. Investment Company Act.

The Volcker Rule may negatively affect the ability of certain types of entities to purchase the Equity
Shares. The Volcker Rule generally prohibits “banking entities” (including certain of the Book Running
Lead Managers and their affiliates) from engaging in proprietary trading, or from acquiring or retaining
an “ownership interest” in, sponsoring or having certain relationships with “covered funds”, subject to
certain exclusions and exemptions under the Volcker Rule. A “banking entity” generally includes any
U.S. insured depository institution, any company that controls an U.S. insured depository institution (as
defined in Section 3 of the U.S. Federal Deposit Insurance Act (12 U.S.C § 1813)), subject to certain
exclusions), any company that is treated as a bank holding company for purposes of Section 8 of the U.S.
International Banking Act of 1978, or any affiliate or subsidiary of any of the foregoing entities. The
Volcker Rule’s prohibition on “covered fund” investments and proprietary trading activities is subject to
certain limited exemptions, including for, among other things, certain underwriting and market making
activities and the activities of qualified non-U.S. banking entities which are conducted solely outside the
United States.

Any prospective investor in the Equity Shares should consult its own legal counsel regarding the potential
impact of the Volcker Rule and its ability to purchase or retain the Equity Shares. None of the Company,
the Selling Shareholders nor any Book Running Lead Managers nor any of their respective affiliates
makes any representation to any prospective investor or purchaser of the Equity Shares regarding such
investor’s investment in the Equity Shares on the date of issuance or at any time in the future.

Risks Related to the Offer

61. The determination of the Price Band is based on various factors and assumptions and the Offer Price
of the Equity Shares, price to earnings ratio (“P/E”), EV/EBITDA and market capitalization to
revenue from operations may not be indicative of the market price of the Equity Shares upon listing
on the Stock Exchanges or thereafter. Further, the current market price of some securities listed
pursuant to certain previous issues managed by the Book Running Lead Managers is below their
respective issue prices.

The determination of the Price Band is based on various factors and assumptions, and will be determined
by our Company in consultation with the Book Running Lead Managers. Furthermore, the Offer Price of
the Equity Shares will be determined by our Company in consultation with the Book Running Lead
Managers through the Book Building Process. These will be based on numerous factors, including factors
as described under “Basis for Offer Price” beginning on page 169. Further, as we operate an online
marketplace for quality driven services and solutions across various home and beauty categories for
consumers, and sell water purifiers and electronic door locks under the ‘Native’ brand, there are no listed
companies in India or globally which operates on a similar business model. Accordingly, we are not in a
position to compare our Company’s accounting ratios with those of any other listed entity. Therefore, the
Offer Price may not be indicative of the market price for the Equity Shares after the Offer and investors
must rely on their own examination of our Company for the purposes of investing in the Equity Shares.
The market price of the Equity Shares could be subject to significant fluctuations after the Offer, and may
decline below the Offer Price. We cannot assure you that the investor will be able to resell their Equity
Shares at or above the Offer Price resulting in a loss of all or part of the investment.

The relevant financial parameters based on which the Price Band would be determined shall be disclosed
in the advertisement to be issued for publication of the Price Band.

Our P/E ratio for Fiscal 2025 is [●] times at the upper end of the Price Band and [●] times at the lower
end of the Price Band and our market capitalization to revenue from operations for Fiscal 2025 multiple
is [●] times at the upper end of the Price Band and [●] times at the lower end of the Price Band. The table

77
 below provides details our price to earnings ratio and market capitalization to revenue from operations at
Offer Price for the year indicated:

Particulars Price to earnings ratio EV/EBITDA Market Capitalization to

Revenue from Operations
At Offer Price
For Fiscal 2025 [●] [●] [●]
Further, there can be no assurance that the relevant financial parameters will improve in the future. There
can be no assurance that our methodologies are correct or will not change and accordingly, our position
in the market may differ from that presented in this Red Herring Prospectus.

In addition to the above, the current market price of securities listed pursuant to certain previous initial
public offerings managed by the Managers is below their respective issue price. For further details, see
“Other Regulatory and Statutory Disclosures – Price information of past issues handled by the Book
Running Lead Managers” beginning on page 468. The factors that could affect the market price of the
Equity Shares include, among others, broad market trends, financial performance and results of our
Company post-listing, and other factors beyond our control. We cannot assure you that an active market
will develop, or sustained trading will take place in the Equity Shares or provide any assurance regarding
the price at which the Equity Shares will be traded after listing.

62. Our ability to pay dividends in the future will depend upon our future results of operations, financial
condition, cash flows, working capital, capital expenditure requirements, and is subject to restrictions
under Indian laws and regulations.

Any dividends to be declared and paid in the future are required to be recommended by our Board and
approved by our Shareholders, at their discretion, subject to the provisions of the Articles of Association
and applicable laws, including the Companies Act, and our dividend distribution policy. Our ability to
pay dividends in the future will depend upon our earning stability, past dividend trends, free cashflow for
the period/ year under consideration, borrowing capacity and financial performance of our Company
during the period/ year under consideration. Our Company has a formal dividend policy as on the date of
this Red Herring Prospectus. However, we did not declare any dividend on the Equity Shares for the three
months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, and we cannot assure you that we will
generate sufficient revenues to cover our operating expenses and, as such, pay dividends to our
Shareholders in the future. In addition, our ability to pay dividends may also be restricted by the terms of
financing arrangements that we may enter into, and any dividend payments we make may be subject to
the prior consent of certain of our future lenders pursuant to the terms of the agreements we may have in
the future with them.

Under the Indian laws, dividends may be paid out of profits earned during the year or out of accumulated
profits earned by a company in previous years and transferred by it to its reserves (subject to certain
conditions). As such, our ability to pay dividends also depends on our ability to generate profits in our
operations. Any accumulated profits that are not distributed in a given year are retained and may be
available for distribution in subsequent years. We may retain all future earnings, if any, for use in the
operations and expansion of our business. As a result, we may not declare dividends in the foreseeable
future. We cannot assure you that we will be able to pay dividends in the future. Accordingly, realization
of a gain on the shareholders’ investments will depend on the appreciation of the price of our Equity
Shares. There is no guarantee that our Equity Shares will appreciate in value. For details, see “Dividend
Policy” on page 301.

63. Our Equity Shares have never been publicly traded, and after the Offer, the Equity Shares may
experience price and volume fluctuations, and an active trading market for the Equity Shares may not
develop. Further, the price of our Equity Shares may be volatile, and you may be unable to resell your
Equity Shares at or above the Offer Price, or at all.

Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on
the Stock Exchanges may not develop or be sustained after the Offer. The Offer Price of our Equity
Shares is proposed to be determined by our Company, in consultation with the BRLMs, through a book-
building process and may not be indicative of the market price of our Equity Shares at the time of
commencement of trading of our Equity Shares or at any time thereafter. Listing and quotation does not
guarantee that a market for the Equity Shares will develop, or if developed, it does not guarantee the
liquidity of such market for the Equity Shares.

78
 The market price of the Equity Shares may fluctuate as a result of, among other things, the following
factors, some of which are beyond our control:

• quarterly variations in our results of operations;

• results of operations that vary from the expectations of securities analysts and investors;

• results of operations that vary from those of our competitors;

• changes in expectations as to our future financial performance, including financial estimates by

research analysts and investors;

• the failure of security analysts to cover the Equity Shares after this Offer or a change in research
analysts’ recommendations;

• the activities of our competitors;

• actual or purported “short squeeze” trading activity;

• future sales of the Equity Shares by our Company or our Shareholders;

• announcements by third parties or government entities of significant claims or proceedings

against us;

• new laws and government regulations applicable to the industry in India in which our Company
operates;

• additions or departures of key managerial personnel;

• changes in the interest rates;

• fluctuations in stock market prices and volume; and

• general economic and stock market conditions.

Any of these factors may result in large and sudden changes in the volume and trading price of the Equity
Shares. In the past, following periods of volatility in the market price of a company’s securities,
shareholders have often instituted securities class action litigation against that company. If we were
involved in a class action suit, it could divert the attention of the management, and, if adversely
determined, have an adverse effect on our business, financial condition, results of operations and cash
flows. There has been significant volatility in the Indian stock markets in the recent past, and our Equity
Share price could fluctuate significantly as a result of market volatility. A decrease in the market price of
our Equity Shares could cause you to lose some or all of your investment. We cannot assure you that an
active market will develop, or sustained trading will take place in the Equity Shares or provide any
assurance regarding the price at which the Equity Shares will be traded after listing.

In addition, the stock market often experiences price and volume fluctuations that are unrelated or
disproportionate to the operating performance of a particular company. These broad market fluctuations
and industry factors may materially reduce the market price of the Equity Shares, regardless of our
Company’s performance. There can be no assurance that investors will be able to resell their Equity
Shares at or above the Offer Price.

64. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares
or dividend paid thereon.

Capital gains arising from the sale of our Equity Shares are generally taxable in India. Further, Securities
Transaction Tax (“STT”) shall be levied on and collected by an Indian stock exchange on which our
Equity Shares are sold. Any gain realized on the sale of equity shares on a stock exchange held for more
than 12 months is subject to long term capital gains tax in India. As per the existing provisions under
Income Tax Act, such long term capital gains exceeding ₹100,000 arising from the sale of listed equity
shares on a stock exchange are subject to tax at the rate of 12.5% (without indexation and exchange
variation benefit), provided that STT has been paid at the time of acquisition and transfer of shares.

79
 Similarly, any gain realized on the sale of listed equity shares held for a period of 12 months or less and
on which STT has been paid on transfer will be subject to short-term capital gains tax at a rate of 20%.

If the shares are not sold in a recognised stock exchange or on which STT has not been paid as mentioned
above, long term capital gain will be charged at 20% (with indexation) and short-term capital gain will
be taxed at applicable slab rates. Non-residents are provided with the option of discharging tax on long
term capital gain at 10% (without indexation and exchange variation benefit). The Non-Resident can also
opt for the rate of tax as proposed in the double taxation avoidance agreement for the above transactions,
if it is beneficial, after providing the necessary documents as prescribed under the statute.

As a result, subject to any relief available under an applicable tax treaty or any benefit available to non-
residents in their taxing jurisdictions where their income including income earned in relation to sale of
Equity Shares is assessed to tax, residents of other countries may be liable for tax in India as well as other
jurisdictions on gains arising from sale of our Equity Shares. Under the Finance Act, 2020, any dividends
paid by an Indian company will be subject to tax in the hands of the shareholders at applicable rates. Such
taxes will be withheld by the Indian company paying dividends. Further, the Finance Act, 2021, which
followed, abolished the requirement for Dividend Distribution Tax (“DDT”) to be payable in respect of
dividends declared, distributed or paid by a domestic company after March 31, 2020, and accordingly,
such dividends would not be exempt in the hands of the shareholders, both resident as well as non-
resident. Accordingly, any dividend distributed by a domestic company is subject to tax in the hands of
the investor at the applicable rates. Our Company may grant the benefit of tax treaty to a non-resident
shareholder for the purposes of deducting tax at source pursuant to any corporate action including
dividend subject to the satisfactory fulfilment of necessary conditions imposed by Income Tax Act. The
Finance Act, 2019 introduced new provisions under the Indian Stamp Act, 1899, which provides that in
the absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of
securities through stock exchanges will be on the buyer, while in other cases of transfer for consideration
through a depository, the onus will be on the transferor. The stamp duty for transfer of securities other
than debentures, on a delivery basis is specified at 0.015% and on a non-delivery basis is specified at
0.003% of the consideration amount. Further, the Government of India has announced the Union Budget
for the Financial Year 2024 and further notified the Finance Act, 2023. Unfavorable changes in or
interpretations of existing, or the promulgation of new, laws, rules and regulations including foreign
investment and stamp duty laws governing our business and operations.

65. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual
Investors and Eligible Employees Bidding in the Employee Reservation Portion are not permitted to
withdraw their Bids after Bid/Offer Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to
withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after
submitting a Bid. Retail Individual Investors and Eligible Employees Bidding in the Employee
Reservation Portion can revise or withdraw their Bids during the Bid/Offer Period. While our Company
is required to complete Allotment pursuant to the Offer within such period as may be prescribed under
applicable law, events affecting the Bidders’ decision to invest in the Equity Shares, including adverse
changes in international or national monetary policy, financial, political or economic conditions, our
business, results of operation or financial condition may arise between the date of submission of the Bid
and Allotment pursuant to the Offer. Our Company may complete the Allotment of the Equity Shares
even if such events occur, and such events limit the Bidders' ability to sell the Equity Shares Allotted
pursuant to the Offer or cause the trading price of the Equity Shares to decline on listing.

66. Investors may have difficulty enforcing foreign judgments against our Company or our management.

Our Company is incorporated under the laws of India as a company limited by shares. A majority of our
Directors and executive officers are residents of India. A substantial portion of our assets and the assets
of our directors and executive officers resident in India is located in India. As a result, it may not be
possible for investors to affect service of process upon us or such persons outside India, or to enforce
judgments obtained against such parties outside India, including judgments predicated upon the civil
liability provisions of the securities laws of jurisdictions outside India.

Even if an investor obtained a judgment in such a jurisdiction against us, our officers or Directors, it may
be required to institute a new proceeding in India and obtain a decree from an Indian court. However, the
party in whose favor such final judgment is rendered may bring a fresh suit in a competent court in India

80
 based on a final judgment that has been obtained in a non-reciprocating territory within three years of
obtaining such final judgment. It is unlikely that an Indian court would award damages on the same basis
or to the same extent as was awarded in a final judgment rendered by a court in another jurisdiction if the
Indian court believed that the amount of damages awarded was excessive or inconsistent with public
policy in India. Furthermore, it is unlikely that an Indian court would enforce a foreign judgment against
Indian companies, entities, their directors and executive officers and any other parties resident in India.
Additionally, there is no assurance that a suit brought in an Indian court in relation to a foreign judgment
will be disposed of in a timely manner. In addition, any person seeking to enforce a foreign judgment in
India is required to obtain prior approval of the RBI to repatriate any amount recovered pursuant to the
execution of the judgment.
67. Post Offer, our Promoters will hold less than 20% of the post-Offer Equity Share capital of our Company and the
shortfall of the minimum promoter contribution will be met by VYC11 Limited, one of the Shareholders.

Since post-Offer, the shareholding of our Promoters will be less than 20% of the post-Offer Equity Share capital of
our Company, which is less than the requisite shareholding required for complying with minimum promoter’s
contribution, in accordance with Regulation 14 of the SEBI ICDR Regulations, VYC11 Limited, one of the
Shareholders of our Company which will hold at least 5% of post-Offer Equity Share capital of our Company shall
contribute such number of Equity Shares as may be required towards the shortfall in Minimum Promoter’s
Contribution, pursuant to its consent letter dated April 28, 2025 read with consent letter dated [●], 2025. For further
details, see “Capital Structure” beginning on page 104.

68. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian
law and could thereby suffer future dilution of their ownership position.

Under the Companies Act, a company having share capital and incorporated in India must offer its holders
of equity shares pre-emptive rights to subscribe and pay for a proportionate number of equity shares to
maintain their existing ownership percentages before the issuance of any new equity shares, unless the
pre-emptive rights have been waived by adoption of a special resolution.

However, if the laws of the jurisdiction the investors are located in, do not permit them to exercise their
pre-emptive rights without our filing an offering document or registration statement with the applicable
authority in such jurisdiction, the investors will be unable to exercise their pre-emptive rights unless we
make such a filing. If we elect not to file a registration statement, the new securities may be issued to a
custodian, who may sell the securities for the investor’s benefit. The value such custodian receives on the
sale of such securities and the related transaction costs cannot be predicted. In addition, to the extent that
the investors are unable to exercise pre-emptive rights granted in respect of the Equity Shares held by
them, their proportional interest in us would be reduced.

69. Any future issuance of Equity Shares or convertible securities or other equity linked securities by our
Company may dilute holders’ shareholding and the sales of Equity Shares by our major shareholders
may adversely affect the trading price of the Equity Shares.

We may be required to finance our growth, whether organic or inorganic, through future equity offering.
Any future equity issuances by us, including a primary offering, may lead to the dilution of investors’
shareholdings in our Company. Any future issuances of Equity Shares (including under the Employee
Stock Option Plans) or disposal of Equity Shares by our major Shareholders or the perception that such
issuance or sales may occur, including to comply with the minimum public shareholding norms
applicable to listed companies in India may adversely affect the trading price of the Equity Shares, which
may lead to other adverse consequences including difficulty in raising capital through offering of the
Equity Shares or incurring additional debt. There can be no assurance that we will not issue further Equity
Shares or that the shareholders will not dispose of the Equity Shares held by them. Any future issuances
could also dilute the value of your investment in the Equity Shares. In addition, any perception by
investors that such issuances or sales might occur may also affect the market price of the Equity Shares.

70. Substantial future sales or perceived potential sales of the Equity Shares or other equity securities in
the public market could cause the price of the Equity Shares to decline significantly.

Sales of the Equity Shares in the public market after this Offer, or the perception that these sales could
occur, could cause the market price of the Equity Shares to decline significantly. Upon completion of this
Offer, we will have [●] Equity Shares outstanding, some of which will be subject to lock-in requirements
prescribed under the SEBI ICDR Regulations. Upon expiry of the lock-in period provided under the SEBI
ICDR Regulations, these Equity Shares can be transferred or sold. To the extent such Equity Shares are

81
 transferred or sold after the expiration of the applicable lock-in period, the market price of the Equity
Shares could decline significantly.

71. Rights of shareholders of companies under Indian law may be more limited than under the laws of
other jurisdictions.

Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the
validity of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and
shareholders’ rights may differ from those that would apply to a company in another jurisdiction.
Shareholders’ rights under Indian law may not be as extensive and widespread as shareholders’ rights
under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights
as shareholders in an Indian company than as a shareholder of an entity in another jurisdiction.

72. Fluctuations in the exchange rate between the Rupee and other currencies could have an adverse
effect on the value of the Equity Shares in those currencies, independent of our operating results.

Subject to requisite approvals, on listing, our Equity Shares will be quoted in Rupees on the Stock
Exchanges. Any dividends, if declared, in respect of our Equity Shares will be paid in Rupees and
subsequently converted into the relevant foreign currency for repatriation, if required. Any adverse
movement in exchange rates during the time that it takes to undertake such conversion may reduce the
net dividend to such investors. In addition, any adverse movement in exchange rates during a delay in
repatriating the proceeds from a sale of Equity Shares outside India, for example, because of a delay in
regulatory approvals that may be required for the sale of Equity Shares may reduce the net proceeds
received by shareholders.

The exchange rate of the Rupee has changed substantially in the last two decades and could fluctuate
substantially in the future, which may have a material adverse effect on the value of the Equity Shares
and returns from the Equity Shares, independent of our operating results.

73. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares
they purchase in the Offer.

Subject to requisite approvals, the Equity Shares will be listed on the Stock Exchanges. Pursuant to
applicable Indian laws, certain actions must be completed before the Equity Shares can be listed and
trading in the Equity Shares may commence. Investors’ book entry, or ‘demat’ accounts with depository
participants in India, are expected to be credited within one working day of the date on which the Basis
of Allotment is approved by the Stock Exchanges. The Allotment of Equity Shares in this Offer and the
credit of such Equity Shares to the applicant’s demat account with depository participant could take
approximately two Working Days from the Bid/Offer Closing Date and trading in the Equity Shares upon
receipt of final listing and trading approvals from the Stock Exchanges is expected to commence within
three Working Days of the Bid/Offer Closing Date. There could be a failure or delay in listing of the
Equity Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or to otherwise
commence trading in the Equity Shares would restrict investors’ ability to dispose of their Equity Shares.
There can be no assurance that the Equity Shares will be credited to investors’ demat accounts, or that
trading in the Equity Shares will commence, within the time periods specified under applicable law. We
could also be required to pay interest at the applicable rates if Allotment is not made, refund orders are
not dispatched or demat credits are not made to investors within the prescribed time periods. For further
details, see “Offer Procedure” beginning on page 486.

74. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like
Additional Surveillance Measure and Graded Surveillance Measures by the Stock Exchanges in order
to enhance market integrity and safeguard the interest of investors.

SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to
enhance market integrity and safeguard the interests of investors, including Additional Surveillance
Measure (“ASM”) and Graded Surveillance Measures (“GSM”). ASM and GSM are imposed on
securities of companies based on various objective criteria such as significant variations in price and
volume, concentration of certain client accounts as a percentage of combined trading volume, average
delivery, securities which witness abnormal price rise not commensurate with financial health and
fundamentals such as earnings, book value, fixed assets, net worth, price / earnings multiple and market
capitalization.

82
 Upon listing, we may be subject to general market conditions which may include significant price and
volume fluctuations. The price of our Equity Shares may also fluctuate after the Offer due to several
factors such as volatility in the Indian and global securities market, our profitability and performance,
performance of our competitors, changes in the estimates of our performance or any other political or
economic factor. The occurrence of any of the abovementioned factors may trigger the parameters
identified by SEBI and the Stock Exchanges for placing securities under the GSM or ASM framework
such as net worth and net fixed assets of securities, high low variation in securities, client concentration
and close to close price variation.

In the event our Equity Shares are covered under such pre-emptive surveillance measures implemented
by SEBI and the Stock Exchanges, we may be subject to certain additional restrictions in relation to
trading of our Equity Shares such as limiting trading frequency (for example, trading either allowed once
in a week or a month) or freezing of price on upper side of trading which may have an adverse effect on
the market price of our Equity Shares or may in general cause disruptions in the development of an active
market for and trading of our Equity Shares.

External Risks

75. Foreign investors are subject to foreign investment restrictions under Indian laws that may limit our
ability to attract foreign investors, which may have a material adverse impact on the market price of
the Equity Shares.

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents
and residents are freely permitted (subject to certain restrictions), if they comply with the valuation and
reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred,
is not in compliance with such pricing guidelines or reporting requirements or falls under any of the
exceptions referred to above, then a prior approval of the RBI will be required. As provided in the foreign
exchange controls currently in effect in India, the RBI has provided that the price at which the Equity
Shares are transferred be calculated in accordance with internationally accepted pricing methodology for
the valuation of shares at an arm’s length basis, and a higher (or lower, as applicable) price per share may
not be permitted. We cannot assure investors that any required approval from the RBI or any other Indian
government agency can be obtained on any particular terms, or at all. Further, due to possible delays in
obtaining requisite approvals, investors in the Equity Shares may be prevented from realizing gains
during periods of price increase or limiting losses during periods of price decline. The Equity Shares will
be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of the Equity Shares will
be paid in Indian Rupees and subsequently converted into appropriate foreign currency for repatriation.
In addition, any adverse movement in exchange rates during a delay in repatriating the proceeds from a
sale of Equity Shares outside India, for example, because of a delay in regulatory approvals that may be
required for the sale of Equity Shares, may reduce the net proceeds received by shareholders. In
accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign
Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from
April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a
country which shares a land border with India or where the beneficial owner of an investment into India
is situated in or is a citizen of any such country, will require prior approval of the Government of India,
as prescribed in the Consolidated FDI Policy and the FEMA Rules. These investment restrictions shall
also apply to subscribers of offshore derivative instruments. We cannot assure you that any required
approval from the RBI or any other governmental agency can be obtained on any particular terms or at
all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page 507.

76. We may be affected by competition law in India and any adverse application or interpretation of the
Competition Act and proceedings which may be enforced against us, could adversely affect our
business.

The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an
appreciable adverse effect on competition in the relevant market in India (“AAEC”). On March 4, 2011,
the Government of India notified and brought into force the combination regulation (merger control)
provisions under the Competition Act with effect from June 1, 2011. These provisions require
acquisitions of shares, voting rights, assets or control or mergers or amalgamations that cross the
prescribed asset and turnover based thresholds to be mandatorily notified to and pre-approved by the
Competition Commission of India (the “CCI”). Additionally, on May 11, 2011, the CCI issued
Competition Commission of India (Procedure for Transaction of Business Relating to Combinations)

83
 Regulations, 2011, as amended, which sets out the mechanism for implementation of the merger control
regime in India.

The Competition Act aims to, among others, prohibit all agreements and transactions which may have an
AAEC in India. Consequently, all agreements entered into by us could be within the purview of the
Competition Act. Further, the CCI has extraterritorial powers and can investigate any agreements,
abusive conduct or combination occurring outside India if such agreement, conduct or combination has
an AAEC in India. However, the impact of the provisions of the Competition Act on the agreements
entered into by us cannot be predicted with certainty at this stage.

The Government of India has also notified the Competition (Amendment) Act, 2023, which has
introduced several amendments to the Competition Act. The Competition (Amendment) Act, 2023 inter
alia modifies the scope of certain factors used to determine AAEC, reduces the overall time limit for the
assessment of combinations by the CCI from 210 days to 150 days and empowers the CCI to impose
penalties based on the global turnover of entities, for anti-competitive agreements and abuse of dominant
position etc.

A consumer filed a complaint dated August 10, 2020 to CCI alleging that we violated Section 3(4)(b),
3(4)(d), 4(2)(a)(i) read with Section 4(2)(c) of the Competition Act, 2002 on the basis that the Company
restricts the service professionals to purchase products sold by the Company as well as restricting the
purchase to brand(s) sold by the Company. Such consumer alleged that because we are dominant in the
relevant market of “salon home service through applications / internet browsing in towns and cities of
India”, our alleged practices imposed unfair conditions in the purchase of goods. The CCI, by an order
dated March 24, 2021, held that an assessment of what the “relevant market” is not necessary in the case
and hence, dominance is not established and the alleged conduct of the Company did not appear to be
abusive in nature. On merits, the CCI held that the conduct of the Company in identification of beauty
product brands to be used by service professionals and the ‘optional’ facility extended to service
professionals to purchase some of these products from the Company, was driven by considerations of
consumer experience and quality, reliability of services and, therefore, did not violate the Competition
Act, 2002. Except as mentioned above, we are not subject to any penalty or proceedings with CCI in the
three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023. However, there is no guarantee that
in the future, our business practices will not be found in violation of the Competition Act, which could
disrupt our operations and have a material adverse effect on our business, results of operations and
financial condition.

77. A downgrade in ratings of India, may adversely affect our business and results of operations and affect
the trading price of the Equity Shares.

Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings
of India. India’s sovereign rating decreased from Baa2 with a negative outlook to Baa3 with a stable
outlook by Moody’s in October 2021 which was reaffirmed in August 2023 and from BBB with a stable
outlook to BBB- with a stable outlook by Fitch in June 2022 which was reaffirmed in January 2024 and
August 2024. Any further adverse revisions to India’s credit ratings for domestic and international debt
by international rating agencies may adversely impact our ability to raise financing and the interest rates
and other commercial terms at which such financing is available, including raising any overseas
additional financing. A downgrading of India’s credit ratings may occur, for example, upon a change of
government tax or fiscal policy, which are outside of our control. This could have an adverse effect on
our ability to fund our growth on favorable terms or at all, and consequently adversely affect our business,
cash flows, financial performance and the price of the Equity Shares.

78. Our business is substantially affected by prevailing economic, political and other prevailing conditions
in India and regional and global economic and market conditions. Political, macroeconomic,
demographic and other changes could adversely affect economic conditions in India, which could
materially adversely affect our business and results of operations.

Our Company is incorporated in India and derives the majority of its revenue from operations in India
and the majority of its assets are located in India. As a result, our Company is highly dependent on
prevailing economic conditions in India and our results of operations are significantly affected by factors
influencing the Indian economy.

The Government of India has exercised and continues to exercise significant influence over many aspects
of the Indian economy. Specific laws and policies affecting e-commerce, data, foreign investments,

84
current exchange rates and other matters affecting investments in India could change as well or be subject
to unfavorable changes or interpretations or uncertainty.

Our business results depend on a number of general macroeconomic and demographic factors in India
which are beyond our control. In particular, our revenue and profitability are strongly correlated to
consumer discretionary spending, which is influenced by general economic conditions, unemployment
levels, the availability of discretionary income and consumer confidence. Recessionary economic cycles,
a protracted economic slowdown, a worsening economy, increased unemployment, rising interest rates
or other industry-wide cost pressures could also affect consumer behavior and lead to a decline in our
sales and earnings.

Other factors that may adversely affect the Indian economy, and hence our results of operations, may
include:

• the macroeconomic climate, including any increase in Indian interest rates or inflation;

• any exchange rate fluctuations;

• any scarcity of credit or other financing in India, resulting in an adverse impact on economic
conditions in India and scarcity of financing for our expansion;

• prevailing income conditions among Indian consumers and Indian corporates;

• epidemic, pandemic or any other public health in India or in countries in the region or globally,
including in India’s various neighboring countries, such as the highly pathogenic H7N9, H5N1
and H1N1 strains of influenza in birds and swine and more recently, the COVID-19 pandemic;

• volatility in, and actual or perceived trends in trading activity on, India’s principal stock
exchanges;

• changes in India’s tax, trade, fiscal or monetary policies;

• political instability, terrorism or military conflict in India or in countries in the region or

globally, including in India’s various neighboring countries;

• occurrence of natural or man-made disasters;

• prevailing regional or global economic conditions, including in India’s principal export markets;

• any downgrading of India’s debt rating by a domestic or international rating agency;

• financial instability in financial markets; and

• other significant regulatory or economic developments affecting India.

On February 24, 2022, Russian military forces invaded Ukraine. In addition, the recent Israel-Hamas
conflict and escalating tensions in the Middle East and North Africa could affect oil prices and have
other, potentially recessionary, effects on the global economy or cause general economic conditions to
deteriorate. It is unknown how long any of these disruptions will continue and whether such disruptions
will become more severe. The extent and duration of the military action and resulting market disruptions
could be significant and could potentially have a substantial impact on the global economy and our
business for an unknown period of time.

Any of the abovementioned factors could affect our business, financial condition, results of operations
and cash flows. Our performance and the market price of the Equity Shares may also be affected by
interest rates, government policies, taxation, and other social, political and economic developments
affecting India. The Indian economy differs from the economies of most developed countries in many
respects, including the degree of government involvement, level of development, growth rate, control of
foreign exchange and allocation of resources. While the Indian economy has experienced significant
growth over the past decades, growth has been uneven, both geographically and among various sectors
of the economy. The Government of India has implemented various measures to encourage economic
growth and guide the allocation of resources. Some of these measures may benefit the overall Indian
economy, but may have a negative effect on us.

85
 Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian
economy, could adversely affect our business, results of operations, cash flows and financial condition
and the price of the Equity Shares.

79. Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S.
GAAP, which may be material to investors’ assessments of our financial condition, result of operations
and cash flows.

Our Restated Consolidated Financial Information for three months ended June 30, 2025 and June 30,
2024 and Fiscals 2025, 2024 and 2023 included in this Red Herring Prospectus are derived from the
Special Purpose Audited Interim Consolidated Financial Statements and the Audited Consolidated
Financial Statements prepared under the Ind AS, in each case restated in accordance with the
requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended from time
to time, Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the SEBI ICDR Regulations issued
by SEBI and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India, as amended from time to time. Ind AS differs from
accounting principles with which prospective investors may be familiar, such as IFRS and U.S. GAAP.
Accordingly, the degree to which the Restated Consolidated Financial Information included in this Red
Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of
familiarity with Ind AS. Persons not familiar with Ind AS should limit their reliance on the financial
disclosures presented in this Red Herring Prospectus.

86
 SECTION III: INTRODUCTION

THE OFFER

The following table summarizes details of the Offer:

Offer(1) (2) [●] Equity Shares of face value of ₹1 each aggregating up to ₹

19,000 million
Of which :
Fresh Issue(1) [●] Equity Shares of face value of ₹1 each aggregating up to ₹
4,720 million
Offer for Sale(2)(7) [●] Equity Shares of face value of ₹1 each aggregating to ₹ 14,280
million
Of which:
Employee Reservation Portion(6) [●] Equity Shares of face value of ₹ 1 each aggregating up to ₹ 25
million
Net Offer [●] Equity Shares of face value of ₹ 1 each aggregating up to ₹
18,975 million
Of which
A. QIB Portion(3) (4) Not less than [●] Equity Shares of face value of ₹1 each

Of which:
Anchor Investor Portion [●] Equity Shares of face value of ₹1 each
Net QIB Portion (assuming Anchor Investor Portion is [●] Equity Shares of face value of ₹1 each
fully subscribed)
Of which:
Mutual Fund Portion (5% of the Net QIB Portion) [●] Equity Shares of face value of ₹1 each
Balance of QIB Portion for all QIBs including Mutual [●] Equity Shares of face value of ₹1 each
Funds
B. Non-Institutional Portion(5) Not more than [●] Equity Shares of face value of ₹1 each

C. Retail Portion(3) Not more than [●] Equity Shares of face value of ₹1 each

Pre and post-Offer Equity Shares

Equity Shares outstanding prior to the Offer (as on the 1,390,053,450 Equity Shares of face value of ₹1 each
date of this Red Herring Prospectus)
Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹1 each

Use of Net Proceeds For details, see “Objects of the Offer” beginning on page 158 for
details regarding the use of proceeds from the Fresh Issue. Our
Company will not receive any proceeds from the Offer for Sale.

(1) The Offer has been authorised by our Board pursuant to its resolution passed on March 7, 2025 and the Fresh Issue has been authorised
by our Shareholders pursuant to a special resolution passed on March 18, 2025.

(2) Our Board has taken on record the consent for the Offer for Sale by each of the Selling Shareholders, to severally and not jointly,
participate in the Offer for Sale pursuant to its resolution dated April 28, 2025, read with resolution dated September 2, 2025. Each of
the Selling Shareholders have, severally and not jointly, confirmed and approved the offer of their respective portion of the Offered Shares
in the Offer for Sale as set out below:

Name of Selling Shareholders Aggregate Maximum number of Date of Date of corporate

amount for Offer Equity Shares Selling authorization/
for Sale of Equity offered in the Offer for Shareholders’ board resolution
Shares Sale consent letter
aggregating up to
(in ₹ million)
Accel India IV (Mauritius) Limited 3,900 [●] August 30, April 18, 2025
2025
Bessemer India Capital Holdings II Ltd. 1,730 [●] April 28, 2025 March 13, 2025
Elevation Capital V Limited (formerly 3,460 [●] April 28, 2025 March 4, 2025
known as SAIF Partners India V
Limited)
Internet Fund V Pte. Ltd. 3,030 [●] August 30, April 25, 2025
2025
VYC11 Limited 2,160 [●] April 28, 2025 March 20, 2025

(3) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except the QIB Portion,
would be allowed to be met with spill-over from other category or a combination of categories at the discretion of our Board or the IPO

87
 Committee, as applicable, in consultation with the BRLMs and the Designated Stock Exchange subject to applicable law. In the event of
under-subscription in the Offer, Equity Shares shall be allocated in the manner specified in “Terms of the Offer” beginning on page
476.

(4) Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations. The QIB Portion will be accordingly reduced for the Equity Shares allocated to Anchor
Investors. One-third of the Anchor Investor Portion will be available for allocation to domestic Mutual Funds only, subject to valid Bids
being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors, which shall be a price
determined by our Company, in consultation with the BRLMs. In the event of under-subscription or non-Allotment in the Anchor Investor
Portion, the balance Equity Shares in the Anchor Investor Portion shall be added back to the Net QIB Portion. 5% of the Net QIB Portion
shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be
available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to
valid Bids being received at or above the Offer Price. In the event the aggregate demand from Mutual Funds is less than as specified
above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the QIB Portion and allocated
proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For further details, see “Offer Procedure”
beginning on page 486.

(5) Not more than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders of which one-third of the Non-
Institutional Portion will be available for allocation to Bidders with an application size of more than ₹ 200,000 and up to ₹ 1,000,000
and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹
1,000,000 and under-subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the
other sub-category of Non-Institutional Portion.

(6) The Employee Reservation Portion shall not exceed 5% of the post-Issue paid up Equity Share capital and the value of Allotment to any
Eligible Employee shall not exceed ₹200,000 (net of employee discount, if any). However, the initial Allotment to an Eligible Employee
in the Employee Reservation Portion shall not exceed ₹200,000 (net of employee discount, if any). Only in the event of an under-
subscription in the Employee Reservation Portion post the initial Allotment, such unsubscribed portion may be Allotted on a
proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹200,000 (net of
employee discount, if any), subject to the total Allotment to an Eligible Employee not exceeding ₹500,000 (net of employee discount, if
any). For further details, see “Offer Procedure” and “Offer Structure” on pages 486 and 482, respectively.

(7) Each of the Selling Shareholders, severally and not jointly, confirms its compliance with the conditions specified in Regulation 8A of the
SEBI ICDR Regulations, to the extent applicable to such Selling Shareholders, as on the date of the Draft Red Herring Prospectus. See
“The Offer” and “Other Regulatory and Statutory Disclosures” on pages 87 and 453 respectively.

Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI ICDR Regulations.
For further details, see “Offer Procedure” and “Offer Structure” beginning on pages 453 and 482, respectively.
For details of the terms of the Offer, see “Terms of the Offer” beginning on page 476.

Pursuant to Rule 19(2)(b) of the SCRR, the Offer is being made for at least [●]% of the post-Offer paid-up Equity
Share capital of our Company. Allocation to all categories of Bidders shall be made in accordance with SEBI
ICDR Regulations. The allocation to each Retail Individual Bidder shall not be less than the minimum Bid Lot,
subject to availability of Equity Shares in the Retail Portion and the remaining available Equity Shares, if any,
shall be allocated on a proportionate basis. The allocation to each Non-Institutional Bidders shall not be less than
the minimum non-institutional application size, subject to availability of Equity Shares in the Non-Institutional
Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance
with the conditions specified in this regard in Schedule XIII to the SEBI ICDR Regulations.

88
SUMMARY OF RESTATED CONSOLIDATED FINANCIAL INFORMATION

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89
 SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

(in ₹ millions, unless otherwise stated)

As at June 30, As at March 31,
2025 2024 2025 2024 2023
Assets
Non-current assets
Property, plant and equipment 160.64 143.18 150.28 174.40 203.13
Right-of-use assets 1,098.26 1,191.90 1,118.58 991.87 997.52
Intangible assets 0.81 1.96 0.81 2.36 5.23
Financial assets
i) Investments 1,689.59 3,238.34 1,670.71 1,935.60 500.00
ii) Other financial assets 147.02 68.44 89.48 74.32 98.07
Other non-current assets 212.93 141.10 148.96 101.51 65.71
Deferred tax assets (net) 2,118.57 - 2,117.43 - -
Total non-current assets 5,427.82 4,784.92 5,296.25 3,280.06 1,869.66

Current assets
Inventories 444.86 351.03 414.85 289.19 151.51
Financial assets
i) Investments 9,901.93 5,520.67 9,239.94 5,686.41 9,591.75
ii) Trade receivables 197.00 177.29 265.98 200.64 106.78
iii) Cash and cash equivalents 454.56 478.99 610.97 421.58 622.20
iv) Bank balances other than 4,932.68 4,598.04 5,295.87 4,790.13 2,612.78
(iii) above
v) Others financial assets 805.22 1,390.04 647.23 1,552.35 1,222.09
Other current assets 400.14 190.10 235.28 166.10 135.43
Total current assets 17,136.39 12,706.16 16,710.12 13,106.40 14,442.54

Total assets 22,564.21 17,491.08 22,006.37 16,386.46 16,312.20

Equity and liabilities

Equity
Equity share capital 489.77 0.18 489.77 0.17 0.17
Other equity 17,806.98 13,896.03 17,468.44 12,926.24 13,394.45
Total equity 18,296.75 13,896.21 17,958.21 12,926.41 13,394.62

Liabilities
Non-current liabilities
Financial liabilities
i) Lease liabilities 976.25 1,032.76 994.74 862.61 839.44
Provisions 188.04 170.83 219.45 156.78 111.28
Total non-current liabilities 1,164.29 1,203.59 1,214.19 1,019.39 950.72

Current liabilities
Financial liabilities
i) Lease liabilities 216.34 191.64 204.35 178.58 177.90
ii) Trade payables
a) total outstanding dues 207.92 100.33 149.70 140.27 83.71
of micro enterprises and
small enterprises
b) total outstanding dues 1,138.09 842.35 955.18 786.74 824.88
of creditors other than
(ii)(a) above
iii) Other financial liabilities 1,067.54 832.34 983.16 852.01 465.65
Contract liabilities 141.39 212.37 170.71 233.84 226.36
Provisions 162.30 83.48 138.98 61.54 44.57
Other current liabilities 169.59 128.77 231.89 187.68 143.48
Current tax liabilities - - - - 0.31
Total current liabilities 3,103.17 2,391.28 2,833.97 2,440.66 1,966.86

Total equity and liabilities 22,564.21 17,491.08 22,006.37 16,386.46 16,312.20

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 SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS

(in ₹ millions, unless otherwise stated)

For the period ended June
30, For the year ended March 31,
2025 2024 2025 2024 2023
Income
Revenue from operations 3,672.67 2,808.56 11,444.65 8,280.18 6,365.97
Other income 312.20 270.83 1,162.12 999.73 896.41
Total income 3,984.87 3,079.39 12,606.77 9,279.91 7,262.38

Expenses
Purchases of stock-in-trade 793.49 474.48 2,253.61 1,427.87 998.57
Changes in inventories of stock- (107.58) (58.51) (127.53) (135.34) 79.41
in-trade
Inventory loss on account of fire 90.47 - - - -
Employee benefits expense 992.24 841.67 3,501.22 3,448.18 3,770.86
Finance costs 26.83 23.02 104.75 92.00 71.92
Depreciation and amortisation 95.04 87.98 369.96 367.99 306.51
expense
Other expenses 1,951.99 1,584.54 6,132.75 5,006.48 5,159.53
Total expenses 3,842.48 2,953.18 12,234.76 10,207.18 10,386.80

Restated profit/(loss) before 142.39 126.21 372.01 (927.27) (3,124.42)

share of net loss of investments
accounted for using the equity
method and tax

Share of net loss of Joint Venture (86.04) - (86.48) - -

accounted for using the equity
method

Restated profit/(loss) before tax 56.35 126.21 285.53 (927.27) (3,124.42)

Tax expense/(credit):
Current tax - - - 0.45 0.31
Income tax for earlier - - - - 0.11
periods/years
Deferred tax (13.03) - (2,112.12) - -
Total tax expense/(credit) (13.03) - (2,112.12) 0.45 0.42

Restated profit/(loss) 69.38 126.21 2,397.65 (927.72) (3,124.84)

Other comprehensive income

Items that will not be
reclassified to profit or loss
Remeasurement of defined 47.17 (0.55) (16.70) (3.86) 10.59
benefit plans
Income tax effect of above (11.89) - 5.31 - -
Items that will be reclassified to
profit or loss
Exchange difference on 3.51 (0.67) 2.61 (1.37) 30.51
translation of foreign operations
Restated other comprehensive 38.79 (1.22) (8.78) (5.23) 41.10
income, net of tax

Restated total comprehensive 108.17 124.99 2,388.87 (932.95) (3,083.74)

income

Restated earnings per share

(Face value of ₹ 1 per share)
- Basic (in ₹ per equity share) 0.05 0.09 1.66 (0.66) (2.25)
- Diluted (in ₹ per equity share) 0.05 0.09 1.65 (0.66) (2.25)

91
 SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS

(in ₹ millions, unless otherwise stated)

For the period ended June

30, For the year ended March 31,
2025 2024 2025 2024 2023
Cash flow from operating
activities
Restated profit / (loss) before tax 56.35 126.21 285.53 (927.27) (3,124.42)
Adjustments for:
Share based payment expense 230.37 154.79 725.70 571.26 934.60
Partner incentivisation plan - - - - 18.09
expense
Depreciation and amortisation 95.04 87.98 369.96 367.99 306.51
expense
Impairment of property, plant - 22.34 22.34 - -
and equipment
Property, plant and equipment 0.17 3.77 3.77 4.85 2.29
written off
Advances written off 0.01 - 1.23 3.23 3.85
Liabilities no longer required, (3.31) - (0.22) (12.47) (7.77)
written back
Inventory loss on account of fire 90.47 - - - -
Foreign Currency Translation 3.51 (0.67) 2.61 (1.37) 30.51
Reserve
Allowance for doubtful (0.06) (0.10) 5.78 (0.51) (2.12)
recoveries of advances
Net gain on lease modification (0.10) (18.99) (22.00) (7.81) (74.64)
Bad debts - - 23.37 7.47 1.46
Allowances for bad and doubtful 2.50 2.84 27.13 3.32 43.64
debts
Share of loss of Joint Venture 86.04 - 86.48 - -
Fair value gain on mutual funds (0.01) 0.88 0.27 (0.57) (2.14)
at FVTPL
Gain on sale of mutual funds (4.43) (4.89) (20.43) (27.15) (42.63)
Loss / (gain) on disposal of - - (2.44) 0.67 (0.05)
property, plant and equipment
(net)
Unwinding of discount on (2.30) (2.09) (8.45) (9.72) (8.47)
security deposits
Interest paid on lease liabilities 26.83 23.02 104.75 92.00 71.92
Interest income from bonds and (108.30) (64.79) (370.96) (168.89) (277.59)
zero coupon bonds
Interest income on bank fixed (98.28) (106.30) (400.95) (356.85) (198.23)
deposits
Interest income on corporate (97.46) (73.83) (309.14) (401.38) (255.75)
fixed deposits
Interest income on income tax - - (4.64) (2.67) (4.97)
refund
Fair value gain on other - - (10.71) - -
investments at FVTPL
Exchange difference reversed on - - (16.36) - -
liquidation of foreign operations
Operating profit / (loss) before 277.04 150.17 492.62 (865.87) (2,585.91)
working capital changes

Movement in working capital:

(Increase) / decrease in trade 66.48 20.51 (115.84) (104.66) (85.90)
receivables
(Increase) / decrease in (107.76) (61.84) (125.66) (137.68) 79.40
inventories
(Increase) / decrease in other 21.31 103.75 43.74 (99.64) (62.19)
financial assets
(Increase) / decrease in other (184.89) (24.00) (71.54) (33.90) (2.49)
assets

92
 For the period ended June
30, For the year ended March 31,
2025 2024 2025 2024 2023
Increase / (decrease) in trade 244.44 15.67 178.09 30.90 149.13
payables
Increase / (decrease) in other (10.66) (19.67) 86.00 286.31 29.56
financial liabilities
Increase / (decrease) in other (62.30) (58.91) 44.21 44.19 38.96
current liabilities
Increase / (decrease) in contract (29.32) (21.47) (63.13) 7.48 36.80
liabilities
Increase / (decrease) in 39.08 35.44 123.41 58.60 36.41
provisions
Cash generated from / (used in) 253.42 139.65 591.90 (814.27) (2,366.23)
operations
Taxes paid (net of refunds) (34.86) (39.59) (46.32) (41.48) (11.75)
Net cash generated from / (used 218.56 100.06 545.58 (855.75) (2,377.98)
in) operating activities (A)

Cash flow from investing

activities
Proceeds from sale of property, - 0.04 11.78 2.58 0.58
plant and equipment
Purchase of property, plant and (47.73) (20.70) (121.36) (89.82) (150.47)
equipment and other intangible
assets
Investment in compulsorily - - - - (500.00)
convertible preference shares of
Vivish Technologies Private
Limited
Investment in Joint Venture - - (34.34) - -
Investment in equity shares of - - - - *
Vivish Technologies Private
Limited
Investment in compulsorily - - - (10.00) -
convertible preference shares of
Karban Envirotech Private
Limited
Investment in bank fixed deposits (1,459.23) (1,800.26) (7,745.19) (8,234.86) (5,387.00)
Investment in corporate fixed (920.10) (770.93) (3,800.93) (3,925.00) (5,755.00)
deposits
Proceeds from maturity of bank 1,639.13 2,012.26 8,076.44 6,225.53 8,495.20
fixed deposits
Proceeds from maturity of 510.93 1,050.00 3,070.00 5,105.00 5,299.99
corporate fixed deposits
Purchase of mutual funds (328.33) (239.52) (1,693.94) (3,204.32) (9,866.56)
Proceeds from sale of mutual 358.32 280.01 1,648.30 3,394.97 9,686.28
funds
Purchase of debt instruments - (949.76) (1,404.51) (4,819.91) (2,904.62) (6,546.23)
NCDs and ZCBs
Proceeds from maturity of debt 625.24 - 2,333.62 3,760.66 6,892.45
instruments - NCDs and ZCBs
Interest received on bank fixed 98.26 134.55 455.36 256.55 317.54
deposits
Interest received on corporate 44.38 82.58 249.61 382.69 260.05
fixed deposits
Interest received on debt 135.57 16.75 376.05 194.65 240.96
instruments - NCDs and ZCBs
Net cash generated from / (used (293.32) (659.73) (1,994.51) 954.01 2,987.79
in) investing activities (B)

Cash flow from financing

activities

93
 For the period ended June
30, For the year ended March 31,
2025 2024 2025 2024 2023
Proceeds from the issue of equity - * 1.06 - 11.33
shares (including securities
premium)
Proceeds from partly paid-up - 690.02 1,932.53 - -
equity shares called during the
period/year
Share issue expense - - - (5.86) -
Interest on income tax refund - - 4.64 2.67 4.97
Payment towards partner - - - (1.50) -
incentivisation plan
Interest paid on lease liabilities (26.83) (23.02) (104.75) (92.00) (71.92)
Repayment of lease liabilities (54.70) (49.97) (194.64) (202.37) (197.20)
Net cash generated from / (used (81.53) 617.03 1,638.84 (299.06) (252.82)
in) financing activities (C)

Net increase / (decrease) in (156.29) 57.36 189.91 (200.80) 356.99

cash and cash equivalents
(A+B+C)
Effect of exchange rate changes (0.12) 0.05 (0.52) 0.18 (1.60)
on cash and cash equivalents
Cash and cash equivalents at the 610.97 421.58 421.58 622.20 266.81
beginning of the period/year
Cash and cash equivalents at 454.56 478.99 610.97 421.58 622.20
the end of the period/year

Reconciliation of cash and cash

equivalents as per the
Statement of Cash Flows
Cash and cash equivalents as per
above comprise of following:
Balance with banks - in current 339.16 353.27 271.62 421.58 522.20
accounts
Deposits with original maturity 115.40 125.72 339.35 - 100.00
of less
than or equal to three months
Balance as per the Statement of 454.56 478.99 610.97 421.58 622.20
Cash Flows

Non-cash investing and

financing transactions, if any
Acquisition of right-of-use assets 52.13 313.44 458.67 270.44 837.63

* Amount less than INR 0.01 million.

94
 GENERAL INFORMATION

Registered Office of our Company

Urban Company Limited (formerly UrbanClap Technologies India Limited)

Unit No. 8, Ground Floor, Rectangle 1
D-4, Saket District Centre
New Delhi 110 017
Delhi, India
Tel: +91 11 4445 7056
Website: [Link]

For details of change in the registered office of our Company, see “History and Certain Corporate Matters –
Changes in the registered office” beginning on page 266.

Corporate Office of our Company

Urban Company Limited (formerly UrbanClap Technologies India Limited)

7th and 8th Floor, Plot No. 183
Rajiv Nagar, Udyog Vihar Phase 1
Sector 20, Gurugram 122 016
Haryana, India
Tel: +91 124 405 8254

Corporate Identity Number: U74140DL2014PLC274413

Company Registration Number: 274413

Our Company is registered with the RoC located at the following address:

The Registrar of Companies, Delhi and Haryana at New Delhi

4th Floor, IFCI Tower

61, Nehru Place
New Delhi, 110 019
Delhi, India

Board of Directors of our Company

Details regarding our Board of Directors as on the date of this Red Herring Prospectus are set forth below:

Name and Designation DIN Address

Abhiraj Singh Bhal 07005253 House No. 8A, GP-2, Gurgaon One Apartments, Sector-
Chairperson, Managing Director 22, Gurugram 122 015, Haryana, India.
and Chief Executive Officer
Raghav Chandra 07005029 117/492, Pandu Nagar, Kanpur 208 005, Uttar Pradesh,
Executive Director and Chief India.
Technology and Product Officer
Varun Khaitan 07005033 B-9/20, Ground Floor, Vasant Vihar-1, South West Delhi
Executive Director and Chief 110 057, Delhi, India.
Operating Officer
Vamsi Krishna Duvvuri 07212414 Flat No. 2708, Sky Garden Tower DIFC, Dubai,
Non-Executive Nominee Director United Arab Emirates 506 950
Ashish Gupta 00521511 1734, Webster St. Palo Alto, CA 94301, United States of
Independent Director America.
Ireena Vittal 05195656 982, Embassy Lake Terraces, Kempapura, Hebbal,
Independent Director Hebbal Village, Bangalore 560 024, North Karnataka
India.
Rajesh Gopinathan 06365813 House no. 7, Ashford Apartments, 7th Floor, 1/26A, BG
Independent Director Kher Marg, Ridge Road, Malabar Hill, Mumbai 400 006
Maharashtra, India.
Shyamal Mukherjee 03024803 A-24, Neeti Bagh, New Delhi 110 049, Delhi, India.
Independent Director

95
For further details of our Board of Directors, see “Our Management – Our Board” beginning on page 280.

Filing of the Draft Red Herring Prospectus

A copy of the Draft Red Herring Prospectus was uploaded on the SEBI Intermediary Portal at
[Link] in accordance with Regulation 25(8) of the SEBI ICDR Regulations and SEBI ICDR
Master Circular and at cfddil@[Link], in accordance with the instructions issued by the SEBI on March 27,
2020, in relation to “Easing of Operational Procedure – Division of Issues and Listing – CFD” and was also filed
with the SEBI at the following address:

Securities and Exchange Board of India

Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex Bandra (E)
Mumbai 400 051
Maharashtra, India

Filing of this Red Herring Prospectus and Prospectus

A copy of this Red Herring Prospectus, along with the material contracts and documents required to be filed with
the RoC in accordance with Section 32 of the Companies Act has been filed with the RoC, and a copy of the
Prospectus shall be filed with the RoC as required under Section 26 of the Companies Act and through the
electronic portal at [Link]

Company Secretary and Compliance Officer

Sonali Singh is the Company Secretary and Compliance Officer of our Company. Her contact details are set forth
below:

Urban Company Limited (formerly UrbanClap Technologies India Limited)

7th and 8th Floor, Plot No. 183
Rajiv Nagar, Udyog Vihar Phase 1
Sector 20, Gurugram 122 016
Haryana, India
Telephone: +91 124 405 8254
E-mail: cs@[Link]

Investor Grievances

Investors may contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case
of any pre-Offer or post-Offer related grievances including non-receipt of letters of Allotment, non-credit
of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, investors
may also write to the BRLMs.

All Offer-related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with
a copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted,
giving full details such as name of the Sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID,
Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the
amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders), date of Bid cum Application
Form and the name and address of the relevant Designated Intermediary(ies) where the Bid was submitted.
Further, the Bidder shall enclose the Acknowledgement Slip or the application number from the Designated
Intermediaries in addition to the documents or information mentioned hereinabove. All grievances relating to Bids
submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to
the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any
clarifications or grievances of ASBA Bidders.

All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the Sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID,

96
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.

Book Running Lead Managers

Kotak Mahindra Capital Company Limited Morgan Stanley India Company Private Limited
1st Floor, 27 BKC, Plot No. C – 27, ‘G’ Block Altimus, Level 39 and 40
Bandra Kurla Complex, Bandra (East) Pandurang Budhkar Marg, Worli
Mumbai 400 051 Mumbai 400 018
Maharashtra, India Maharashtra, India
Tel: + 91 224 336 0000 Tel: +91 226 118 1000
E-mail: [Link]@[Link] E-mail: urbancompanyipo@[Link]
Investor Grievance E-mail: Investor Grievance E-mail:
kmccredressal@[Link] investors_india@[Link]
Website: [Link] Website: [Link]
Contact Person: Ganesh Rane Contact Person: Sumit Kumar Agarwal
SEBI Registration No.: INM000008704 SEBI Registration No.: INM000011203

Goldman Sachs (India) Securities Private Limited JM Financial Limited

9th and 10th Floor, Ascent – Worli, 7th Floor, Cnergy, Appasaheb Marathe Marg
Sudam Kalu Ahire Marg, Prabhadevi, Mumbai 400 025
Worli, Mumbai 400 025, Maharashtra, India
Maharashtra, India Tel: +91 226 630 3030
Tel: +91 226 616 9000 E-mail: [Link]@[Link]
E-mail: urbancompanyipo@[Link] Investor Grievance E-mail:
Investor Grievance E-mail: india-client- [Link]@[Link]
support@[Link] Website: [Link]
Website: [Link] Contact Person: Prachee Dhuri
Contact Person: Anant Gupta SEBI Registration No.: INM000010361
SEBI Registration No.: INM000011054

Statement of inter-se allocation of responsibilities amongst the Book Running Lead Managers

The responsibilities and coordination by the BRLMs for various activities in this Offer are as follows:

S. No. Activity Responsibility Coordinator

1. Capital structuring with the relative components and formalities such as type of BRLMs Kotak
instruments, size of issue, allocation between primary and secondary, etc.
Due-diligence of the Company including its management/legal etc. Drafting and
design of the Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus,
abridged prospectus and application form. The BRLMs shall ensure compliance with
stipulated requirements and completion of prescribed formalities with the Stock
Exchanges, RoC and SEBI including finalisation of Prospectus and RoC filing.
2. Due-diligence of the Company including its operations/ business plans, etc., and
Positioning strategy, drafting of business section of the Draft Red Herring BRLMs Kotak, MS
Prospectus, Red Herring Prospectus and Prospectus
3. Drafting and approval of all statutory advertisements, including Audio & Visual
BRLMs Kotak
presentation
4. Drafting and approval of all publicity material other than statutory advertisement as BRLMs MS
mentioned above including corporate advertising, brochure, etc. and filing of media
compliance report
Appointment of intermediaries - Registrar to the Offer, advertising agency, Banker(s) BRLMs Kotak
5. to the Offer, Sponsor Bank, printer and other intermediaries, including coordination
of all agreements to be entered into with such intermediaries
6. Preparation of road show presentation and frequently asked questions BRLMs GS
7. International institutional marketing of the Offer (Asia excluding India), which will BRLMs GS
cover, inter alia:
• Marketing strategy;
• Finalizing the list and division of investors for one-to-one meetings; and
• Finalizing road show and investor meeting schedule

97
S. No. Activity Responsibility Coordinator
8. International institutional marketing of the Offer (Rest of the World excluding Asia BRLMs MS
and India), which will cover, inter alia:
• Marketing strategy;
• Finalizing the list and division of investors for one-to-one meetings; and
• Finalizing road show and investor meeting schedule
9. Domestic institutional marketing of the Offer, which will cover, inter alia: BRLMs Kotak
• Marketing strategy;
• Finalizing the list and division of investors for one-to-one meetings;
• Finalising roadshow and investor meeting schedule
10. Retail and Non-Institutional marketing of the Offer, which will cover, inter alia,
• Finalising media, marketing and public relations strategy including list of
frequently asked questions at road shows;
• Finalising centres for holding conferences for brokers, etc.;
BRLMs JM
• Follow-up on distribution of publicity and Offer material including
application form, the Prospectus and deciding on the quantum of the Offer
material; and
• Finalising collection centres
11. Coordination with Stock Exchanges for book building software, bidding terminals,
mock trading, anchor coordination, anchor CAN and intimation of anchor BRLMs JM
allocation
12. Managing the book and finalization of pricing in consultation with the Company BRLMs MS
and Selling Shareholder
13. Post bidding activities including management of escrow accounts, coordinate non- BRLMs JM
institutional allocation, coordination with Registrar, SCSBs, Sponsor Banks and
other Bankers to the Offer, intimation of allocation and dispatch of refund to Bidders,
etc. Other post-Offer activities, which shall involve essential follow-up with Bankers
to the Offer and SCSBs to get quick estimates of collection and advising Company
about the closure of the Offer, based on correct figures, finalisation of the basis of
allotment or weeding out of multiple applications, listing of instruments, dispatch of
certificates or demat credit and refunds, payment of STT on behalf of the Selling
Shareholders and coordination with various agencies connected with the post-Offer
activity such as Registrar to the Offer, Bankers to the Offer, Sponsor Bank, SCSBs
including responsibility for underwriting arrangements, as applicable.
Coordinating with Stock Exchanges and SEBI for submission of all post-Offer
reports including the final post-Offer report to SEBI.

Syndicate Members

Kotak Securities Limited

4th Floor, 12 BKC, G Block,
Bandra Kurla Complex, Bandra (East)
Mumbai 400 051 Maharashtra, India
Telephone: +91 22 6218 5410
E-mail: [Link]@[Link]
Website: [Link]
Contact person: Umesh Gupta

JM Financial Services Limited

Ground Floor, 2, 3 & 4, Kamanwala Chambers,
Sir P.M. Road, Fort, Mumbai 400 001,
Maharashtra, India
Telephone: +91 22 6136 3400
E-mail: [Link]@[Link]/[Link]@[Link]
Website: [Link]
Contact person: TN Kumar/Sona Varghese

Legal Counsel to our Company as to Indian Law

Shardul Amarchand Mangaldas & Co

Amarchand Towers
216, Okhla Industrial Estate Phase III

98
New Delhi 110 020
Delhi, India
Tel: +91 11 4159 0700
E-mail: [Link]@[Link]

Registrar to the Offer

MUFG Intime India Private Limited (formerly as Link Intime India Private Limited)
C 101, 247 Park, 1st Floor,
L B S Marg, Vikhroli (West),
Mumbai, 400 083
Maharashtra, India
Tel: : +91 81081 14949
E-mail: [Link]@[Link]
Investor Grievance E-mail: [Link]@[Link] [Link]
SEBI Registration No.: INR000004058

Statutory Auditors to our Company

Price Waterhouse & Co Chartered Accountants LLP

Building No. 8, 8th Floor
Tower B, DLF Cyber City
Gurugram 122 002
Haryana, India
Tel: +91 124 616 9910
E-mail: [Link]@[Link]
Peer Review number: 015947
Firm Registration number: 304026E/E300009

Changes in Auditors

There have been no changes in the statutory auditors of our Company during the three years immediately
preceding the date of this Red Herring Prospectus.

Bankers to the Offer

Escrow Collection Bank and Refund Bank

Axis Bank Limited

MWBC Gurgaon I SCO No. 57,
1st and 2nd Floor, Huda District Centre,
Sector 56, Gurgaon 122 001,
Haryana, India
Telephone: +91 87695 21000
E-mail: [Link]@[Link]
Website: [Link]
Contact person: Sandeep Gupta

Public Offer Account Bank(s)

ICICI Bank Limited

Capital Market Division, 163, 5th Floor,
H.T. Parekh Marg, Backbay Reclamation,
Churchgate, Mumbai 400 020,
Maharashtra, India
Telephone: +022 6805 2182
E-mail: ipocmg@[Link]
Website: [Link]
Contact person: Varun Badai

99
Sponsor Bank(s)

ICICI Bank Limited

Capital Market Division, 163, 5th Floor,
H.T. Parekh Marg, Backbay Reclamation,
Churchgate, Mumbai 400 020,
Maharashtra, India
Telephone: +022 6805 2182
E-mail: ipocmg@[Link]
Website: [Link]
Contact person: Varun Badai

Axis Bank Limited

MWBC Gurgaon I SCO No. 57,
1st and 2nd Floor, Huda District Centre,
Sector 56, Gurgaon 122 001,
Haryana, India
Telephone: +91 87695 21000
E-mail: [Link]@[Link]
Website: [Link]
Contact person: Sandeep Gupta

Bankers to our Company

ICICI Bank Limited

Office Number 11
Times Tower, MG Road
Gurgaon 122 011
India
Telephone: +91 97110 12664
E-mail: [Link]@[Link]
Website: [Link]
Contact person: Ritesh Raj

Axis Bank Limited

MWBC Gurgaon, SCO No. 57,
1st and 2nd Floor, HUDA District Centre,
Sector 56, Gurgaon 122 011
India
Telephone: +91 98991 34496
E-mail: [Link]@[Link]
Website: [Link]
Contact person: Mayank Tiwari

Self-Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available at
[Link]/sebiweb/other/[Link]?doRecognised=yes, or at such other website as may be
prescribed by SEBI from time to time. A list of the Designated Branches of the SCSBs with which an ASBA
Bidder (other than UPI Bidders), not bidding through Syndicate/ Sub Syndicate or through a Registered Broker,
RTA or CDP may submit the Bid cum Application Forms, is available at
[Link] or at such other
websites as may be prescribed by SEBI from time to time.

Self-Certified Syndicate Banks and mobile applications enabled for Unified Payment Interface Mechanism

In accordance with, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI Master
Circular read with other applicable UPI Circulars, UPI Bidders may only apply through the SCSBs and mobile
applications using the UPI handles specified on the website of the SEBI, which may be updated from time to time.
A list of SCSBs and mobile applications, using the UPI handles and which are live for applying in public issues
using UPI mechanism is available on the website of SEBI at

100
[Link] as updated from time
to time and at such other websites as may be prescribed by SEBI from time to time.

Syndicate Self-Certified Syndicate Banks Branches

In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted under the ASBA process to a member
of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to
receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of
the SEBI ([Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&intmId=35) and updated from
time to time or any such other website as may be prescribed by SEBI from time to time.

Registered Brokers

Bidders can submit ASBA Forms in the Offer using the stockbroker network of the Stock Exchanges, i.e., through
the Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms,
including details such as postal address, telephone number and e-mail address, is provided on the websites of the
Stock Exchanges at [Link] and [Link], as updated from time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
[Link] and [Link]
services/initial-public-offerings-asba-procedures respectively, as updated from time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
their name and contact details, is provided on the websites of the Stock Exchanges at
[Link] and [Link]
services/initial-public-offerings-asba-procedures respectively, as updated from time to time.

Grading of the Offer

No credit agency registered with the SEBI has been appointed for grading of the Offer.

Monitoring Agency

Our Company has appointed CARE Ratings Limited in accordance with Regulation 41 of SEBI ICDR
Regulations, for monitoring of the utilisation of the Gross Proceeds. For details in relation to the proposed
utilisation of the proceeds from the Fresh Issue, please see “Objects of the Offer” beginning on page 158.

CARE Ratings Limited

4th Floor, Godrej Coliseum, Somaiya Hospital Road
Off Eastern Express Highway, Sion (East), Mumbai 400 022
Telephone: 9999510596; E-mail: [Link]@[Link]; Website: [Link]
CIN: L67190MH1993PLC071691; SEBI Registration Number: IN/CRA/004/1999

Expert

Except as stated below, our Company has not obtained any expert opinions:
(i) Our Company has received written consent dated September 2, 2025 from Price Waterhouse & Co
Chartered Accountants LLP, to include their name as required under Section 26(5) of the Companies Act
read with SEBI ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as defined under
Section 2(38) of the Companies Act to the extent and in their capacity as our Statutory Auditor, and in
respect of their examination report, dated August 29, 2025 on our Restated Consolidated Financial
Information included in this Red Herring Prospectus and such consent has not been withdrawn as on the
date of this Red Herring Prospectus. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act.
(ii) Our Company has received written consent dated September 2, 2025 from J.C. Bhalla & Co., Chartered
Accountants (FRN:001111N) to include their name as required under Section 26(5) of the Companies
Act, 2013 read with the SEBI ICDR Regulations in this Red Herring Prospectus, and as an “expert” as

101
 defined under Section 2(38) of the Companies Act, 2013 in respect of the various certifications issued
by them in their capacity as an independent chartered accountant to our Company, and, in respect of their
statements of special tax benefits with respect to our Company, and the Material Subsidiary, Handy
Home and its shareholders, included in this Red Herring Prospectus and such consent has not been
withdrawn as on the date of this Red Herring Prospectus.
(iii) Our Company has received written consent dated April 9, 2025, from the Practicing Company Secretary,
DPV & Associates LLP, Practicing Company Secretary, to include his name in this Red Herring
Prospectus, as an “expert” as defined under section 2(38) and section 26(5) of the Companies Act, 2013
to the extent and in their capacity as practicing company secretary in respect of his certificate dated
September 2, 2025, confirming that the issuance of the securities of our Company from incorporation are
in compliance with the Companies Act, 2013 and such consent has not been withdrawn as on the date of
this Red Herring Prospectus.

Appraising Entity

None of the objects for which the Net Proceeds will be utilised have been appraised by any bank/ financial
institution or any other agency.

Credit Rating

As the Offer is of Equity Shares, credit rating is not required.

Debenture Trustees

As the Offer is of Equity Shares, the appointment of debenture trustees is not required.

Green Shoe Option

No green shoe option is contemplated under the Offer.

Book Building Process

The Book Building Process, in the context of the Offer, refers to the process of collection of Bids from Bidders
on the basis of this Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the
Price Band which will be decided by our Company, in consultation with the BRLMs and will be advertised in all
editions of Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta (a
widely circulated Hindi national daily newspaper, Hindi also being the regional language of New Delhi, where
our Registered Office is located), at least two Working Days prior to the Bid/Offer Opening Date and shall be
made available to the Stock Exchanges for the purposes of uploading on their respective websites. The Offer Price
shall be determined by our Company, in consultation with the BRLMs after the Bid/Offer Closing Date.

All Investors (other than Anchor Investors) shall mandatorily participate in the Offer only through the
ASBA process by providing details of their respective ASBA Account in which the corresponding Bid
Amount will be blocked by SCSBs, or in the case of UPI Bidders, by using the UPI Mechanism. Anchor
Investors are not permitted to participate in the Offer through the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to
withdraw their Bid(s) or lower the size of their Bid(s) (in terms of the quantity of the Equity Shares or the
Bid Amount) at any stage. RIBs and Eligible Employees Bidding in the Employee Reservation Portion can
revise their Bid(s) during the Bid/Offer Period and withdraw their Bid(s) until Bid/Offer Closing Date.
Anchor Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. Except for
Allocation to RIBs, NIBs and the Anchor Investors, allocation in the Offer will be on a proportionate basis.
Further, allocation to Anchor Investors will be on a discretionary basis. For further details on the Book
Building Process and the method and process of Bidding, see “Terms of the Offer”, “Offer Procedure” and
“Offer Structure” beginning on pages 476, 486 and 482, respectively.

The Book Building Process is subject to change, from time to time. Bidders are advised to make their own
judgment about an investment through this process prior to submitting a Bid.

Bidders should note that the Offer is also subject to (i) the final approval of the RoC after the Prospectus
is filed with the RoC, and (ii) our Company obtaining final listing and trading approvals from the Stock
Exchanges, which our Company shall apply for after Allotment.

102
For an illustration of the Book Building Process, price discovery process and allocation, see “Offer Procedure”
beginning on page 486.

Underwriting Agreement

Prior to the filing of the Prospectus with the RoC, and in accordance with the nature of underwriting which is
determined in accordance with Regulation 40(3) of SEBI ICDR Regulations, our Company and the Selling
Shareholders will enter into the Underwriting Agreement with the Underwriters for the Equity Shares proposed
to be offered through the Offer. The extent of underwriting obligations and the Bids to be underwritten by each
BRLM shall be as per the Underwriting Agreement. Pursuant to the terms of the Underwriting Agreement, the
obligations of the Underwriters will be several and will be subject to certain conditions to closing, as specified
therein.

The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

(This portion has been intentionally left blank and will be completed before filing of the Prospectus with the RoC)

Name, address, telephone number and e-mail Indicative number of Equity Shares to Amount underwritten
address of the Underwriters be Underwritten (₹ in million)
[●] [●] [●]
[●] [●] [●]
Total [●] [●]

The abovementioned amounts are provided for indicative purposes only and would be finalized after the pricing
and actual allocation and subject to the provisions of Regulation 40 of the SEBI ICDR Regulations.

In the opinion of our Board, the resources of the Underwriters are sufficient to enable them to discharge their
respective underwriting obligations in full. The Underwriters are registered with the SEBI under Section 12(1) of
the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board/ IPO Committee, at its meeting held
on [●], has approved the execution of the Underwriting Agreement by our Company.

Allocation amongst the Underwriters may not necessarily be in proportion to their underwriting commitments set
forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for
ensuring payment with respect to Equity Shares allocated to Investors procured by them in accordance with the
Underwriting Agreement.

103
 CAPITAL STRUCTURE

Details of the share capital of our Company, as on the date of this Red Herring Prospectus, is set forth below.

(in ₹, except share data)

Particulars Aggregate nominal Aggregate value
value at Offer Price*
A) AUTHORISED SHARE CAPITAL(1)
Equity Shares comprising:
2,500,000,000 Equity Shares of face value of ₹1 each 2,500,000,000 -
Preference Shares comprising: -
396,257 CCPS of face value ₹10 each 3,962,570
Total 2,503,962,570
B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER
1,390,053,450 Equity Shares of face value of ₹1 each 1,390,053,450 -
C) PRESENT OFFER IN TERMS OF THIS RED HERRING PROSPECTUS
Offer to [●] Equity Shares of face value of ₹1 each aggregating up [●] [●]
to ₹ 19,000 million
Of which:
Fresh Issue of [●] Equity Shares of face value of ₹1 each [●] [●]
aggregating up to ₹ 4,720 million (2)
Offer for Sale of [●] Equity Shares of face value of ₹1 each [●] [●]
aggregating up to ₹ 14,280 million (3)
Which includes:
Employee Reservation Portion of [●] Equity Shares of face value of [●] [●]
₹ 1 each aggregating up to ₹ 25 million(4)
Net Offer of [●] Equity Shares of face value of ₹ 1 each aggregating [●] [●]
up to ₹ 18,975 million
D) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER+
[●] Equity Shares of face value of ₹1 each [●] [●]
E) SECURITIES PREMIUM ACCOUNT
Before the Offer 25,564,700,625.80
After the Offer [●]
*
To be updated upon finalisation of the Offer Price, and subject to the Basis of Allotment.
+
Assuming full subscription in the Offer.

(1) For details in relation to the changes in the authorised share capital of our Company in the last 10 years, see “History and Certain
Corporate Matters – Amendments to our Memorandum of Association in the last 10 years” beginning on page 267.

(2) The Fresh Issue has been authorised by a resolution of our Board dated March 7, 2025, and a resolution of our Shareholders dated
March 18, 2025.

(3) For details of authorisation of each of the Selling Shareholders in relation to its respective portion of the Offered Shares, see “The
Offer” and “Other Regulatory and Statutory Disclosures” beginning on pages 87 and 453, respectively.

(4) The Employee Reservation Portion shall not exceed 5% of the post-Issue paid up Equity Share capital and the value of Allotment to any
Eligible Employee shall not exceed ₹200,000 (net of employee discount, if any). Only in the event of an under-subscription in the
Employee Reservation Portion post the initial Allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible
Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹200,000 (net of employee discount, if any), subject to
the total Allotment to an Eligible Employee not exceeding ₹500,000 (net of employee discount, if any). For further details, see “Offer
Procedure” and “Offer Structure” beginning on pages 486 and 482, respectively.

Notes to Capital Structure

1. Share Capital History

(a) History of Equity Share capital of our Company

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 The following table sets forth the history of the equity share capital of our Company:

Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
December Initial 4,000 equity shares were allotted to each of Abhiraj Singh 10 10 Cash 12,000 120,000.00
23, 2014 subscription to Bhal, Raghav Chandra and Varun Khaitan
the
Memorandum
of Association
March 2, Rights issue 100 equity shares were allotted to SAIF Partners India V 10 18,932.69 Cash 12,100 121,000.00
2015 Limited (now known as Elevation Capital V Limited)
Rights issue 272 equity shares were allotted to Kunal Bahl, 53 equity 10 9,466.65 Cash 12,749 127,490.00
shares were allotted to Nitin Bahl and 324 equity shares
were allotted to Rohit Bansal
April 30, Rights issue 100 equity shares were allotted to Accel India IV 10 18,932.69 Cash 12,849 128,490.00
2015 (Mauritius) Limited
July 3, Rights issue 42 equity shares were allotted to Prashant Malik 10 49,609.98 Cash 12,891 128,910.00
2015
Pursuant to the resolutions passed by our board dated June 17, 2015 and shareholders dated July 13, 2015, respectively, the authorised share capital of our Company was sub-divided from
12,891 equity shares of face value of ₹ 10 each into 128,910 Equity Shares of face value of ₹1 each.
November Preferential 100 Equity Shares were allotted to Bessemer India Capital 1 16,053.70 Cash 129,010 129,010.00
19, 2015 allotment Holdings II Ltd.
November Rights issue 156 Equity Shares were allotted to Late Ratan Naval Tata 1 16,053.70 Cash 129,166 129,166.00
19, 2015
February Rights issue One Equity Share was allotted to Trifecta Venture Debt 1 16,053.70 Cash 129,167 129,167.00
10, 2017# Fund-I
June 16, Preferential 100 Equity Shares were allotted to VYC11 Limited 1 28,561.00 Cash 129,267 129,267.00
2017 allotment

July 1, Exercise of Three Equity Shares were allotted to Shahnawaz Alam, 44 1 1 Cash 130,042 130,042.00
2017 stock options Equity Shares were allotted to Sana Nayyar, 55 Equity
Shares were allotted to Suhail Vadgaokar, 137 Equity
Shares were allotted to P. Narasimha Sripad, 146 Equity
Shares were allotted to Manu Gupt, 195 Equity Shares
were allotted to Apoorv Jain and 195 Equity Shares were
allotted to Ritesh Garg
December Preferential 50 Equity Shares were allotted each of Steadview Capital 1 68,737.00 Cash 130,142 130,142.00
6, 2018 allotment Mauritius Limited and ABG Capital

105
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
February Preferential 640 Equity Shares were allotted to Steadview Capital 1 61,863.00 Cash 131,152 131,152.00
6, 2019 allotment Mauritius Limited and 370 Equity Shares were allotted to
ABG Capital
February Preferential 525 Equity Shares were allotted to VYC11 Limited 1 61,863.00 Cash 131,677 131,677.00
13, 2019 allotment
April 5, Rights issue 310 Equity Shares were allotted to Kalyan Raman 1 51,552.00 Cash 131,987 131,987.00
2019 Krishnamurthy

May 14, Rights issue 5,764 Equity Shares were allotted to Abhiraj Singh Bhal, 1 61,863.00* Cash 149,279 140,633.00
2019 5,764 Equity Shares were allotted to Raghav Chandra and
5,764 Equity Shares were allotted to Varun Khaitan
May 16, Exercise of 120 Equity Shares were allotted to Suhail Vadgaokar 1 1 Cash 149,399 140,753.00
2019 stock options pursuant to ESOP - 2015

June 29, Rights issue 4,649 Equity Shares were allotted to Abhiraj Singh Bhal, 1 61,863.00* Cash 163,346 147,726.50
2019 4,649 Equity Shares were allotted to Raghav Chandra and
4,649 Equity Shares were allotted to Varun Khaitan
July 23, Preferential 73 Equity Shares were allotted to Mekin Maheshwari and 1 68,737.00 Cash 163,564 147,944.50
2019 allotment 145 Equity Shares were allotted to SAB Holdings Private
Limited
August 5, Preferential 50 Equity Shares were allotted to Internet Fund V Pte. Ltd. 1 117,068.00 Cash 163,614 147,994.50
2019 allotment

September Exercise of One Equity Share was allotted to Palak Mehta, one Equity 1 1 Cash 167,024 151,404.50
1, 2020 stock options Share was allotted to Karan Kumar Maggu, one Equity
Share was allotted to Divya Bhatia, one Equity Share was
allotted to Kshitiji Verma, one Equity Share was allotted to
Ayushi Gupta, one Equity Share was allotted to Deepak
Panwar, one Equity Share was allotted to Priya Verma, one
Equity Share was allotted to Manoj Kumar, one Equity
Share was allotted to Aditya Pareek, one Equity Share was
allotted to Dikshant Grover, one Equity Share was allotted
to Darpan Dilawari, one Equity Share was allotted to
Mohammand Faizyab Alam, one Equity Share was allotted
to Devesh Kumar, one Equity Share was allotted to
Aayushi Kardam, one Equity Share was allotted to Paras
Ahuja, one Equity Share was allotted to Akash Joseph, one
Equity Share was allotted to Vishal Sharma, one Equity
Share was allotted to Vibhu Agarwal, one Equity Share

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 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
was allotted to Poonam Bhatt, one Equity Share was
allotted to Priyanka Kaushal, one Equity Share was allotted
to Varchus Kulshreshtha, one Equity Share was allotted to
Anshit Mishra, one Equity Share was allotted to Mahima
Sharma, one Equity Share was allotted to Akshita Maurya,
one Equity Share was allotted to Shantanu Singh, one
Equity Share was allotted to Aashna Sharma, one Equity
Share was allotted to Anmol Pratap Singh, one Equity
Share was allotted to Samridhi Aswal, one Equity Share
was allotted to Arshnoor Tandon, one Equity Share was
allotted to Anand Prakash, one Equity Share was allotted
to Vikram Singh, one Equity Share was allotted to Vipul
Kaushik, one Equity Share was allotted to Rekha Bisht, one
Equity Share was allotted to Madhurjeet Singh, one Equity
Share was allotted to Kavita Kapileshwari, one Equity
Share was allotted to Isha Sharma, one Equity Share was
allotted to Rakshath P, two Equity Shares were allotted to
Parth Mahajan, two Equity Shares were allotted to Nand
Kishor Agrawal, two Equity Shares were allotted to Ankit
Gupta, three Equity Shares were allotted to Satvik Sehgal,
three Equity Shares were allotted to Mohit Kumar, four
Equity Shares were allotted to Tushar Gupta, four Equity
Shares were allotted to Nitesh Jain, five Equity Shares were
allotted to Omkar Chandragiri, five Equity Shares were
allotted to Anuskha Negi, five Equity Shares were allotted
to Sukhchain, five Equity Shares were allotted to Aakansha
Bordia, six Equity Shares were allotted to Arun Kumar, six
Equity Shares were allotted to Pavitra, six Equity Shares
were allotted to Sakshi Tyagi, six Equity Shares were
allotted to Shashank Sah, seven Equity Shares were
allotted to Mohammed Sufiyan, seven Equity Shares were
allotted to Swati Shrivastava, seven Equity Shares were
allotted to Aneesh Gulati, seven Equity Shares were
allotted to Ghazal Gangawat, seven Equity Shares were
allotted to Manav Garg, eight Equity Shares were allotted
to Steena Jomy, eight Equity Shares were allotted to
Akanksha Varshney, eight Equity Shares were allotted to
Anita Thakur, eight Equity Shares were allotted to Rahul
Anand, eight Equity Shares were allotted to CV Shyam,

107
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
eight Equity Shares were allotted to Rakesh Arora, nine
Equity Shares were allotted to Ishant Gupta, nine Equity
Shares were allotted to Shubhankar Bivalkar, ten Equity
Shares were allotted to Gulshan Roy, 11 Equity Shares
were allotted to Shubham Pandey, 12 Equity Shares were
allotted to Ashvatth Verma, 12 Equity Shares were allotted
to Sonakshi Saini, 13 Equity Shares were allotted to Md.
Ashraf Kaleem, 14 Equity Shares were allotted to Ashish
Garg, 15 Equity Shares were allotted to Sakshi Nigania, 15
Equity Shares were allotted to Dhruv Poplai, 15 Equity
Shares were allotted to Vivek Mittal, 16 Equity Shares
were allotted to Kushal Singh, 17 Equity Shares were
allotted to Jyoti Mishra, 17 Equity Shares were allotted to
Shahrookh Khan, 17 Equity Shares were allotted to
Shubham Mittal, 18 Equity Shares were allotted to
Anupam Singh, 18 Equity Shares were allotted to Aditya
Shrivastava, 19 Equity Shares were allotted to Swapnil, 20
Equity Shares were allotted to Navanitha Krishna, 20
Equity Shares were allotted to Abhishek Sharma, 20 Equity
Shares were allotted to Manish Jain, 20 Equity Shares were
allotted to Amit Jaglan, 20 Equity Shares were allotted to
Vincy Gupta, 20 Equity Shares were allotted to Nikhil
Anirudh Menon, 23 Equity Shares were allotted to
Abhishek Vaid, 23 Equity Shares were allotted to Pratik
Mukherjee, 24 Equity Shares were allotted to Sourabh
Goyal, 27 Equity Shares were allotted to CV Sai, 30 Equity
Shares were allotted to Ankita Aggarwal, 31 Equity Shares
were allotted to Karanbir Kajal, 32 Equity Shares were
allotted to Divyam Upneja, 35 Equity Shares were allotted
to Tejasvi Agarwal, 40 Equity Shares were allotted to
Suhail Vadgaokar, 40 Equity Shares were allotted to
Rajesh Kumar, 42 Equity Shares were allotted to Mohit
Agrawal, 45 Equity Shares were allotted to Aditya Kumar
Singh, 45 Equity Shares were allotted to Alokraj
Ambadipudi, 45 Equity Shares were allotted to Shiv
Kapoor, 48 Equity Shares were allotted to Mayur Garg, 50
Equity Shares were allotted to Anish Rao, 50 Equity Shares
were allotted to Saurav Jha, 50 Equity Shares were allotted
to Ankur Jain, 50 Equity Shares were allotted to Disha

108
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
Shantanu Meher, 50 Equity Shares were allotted to Manoj
Sharma, 55 Equity Shares were allotted to Manushi
Khanna, 55 Equity Shares were allotted to Sachin Gupta,
60 Equity Shares were allotted to Himanshu Arora, 65
Equity Shares were allotted to Ankit Agarwal, 70 Equity
Shares were allotted to Ritika Tawani, 75 Equity Shares
were allotted to Nikhil Shanker, 90 Equity Shares were
allotted to Kanav Arora, 90 Equity Shares were allotted to
Arushi Arora, 95 Equity Shares were allotted to Ashish
Bansal, 100 Equity Shares were allotted to Sana Nayyar,
104 Equity Shares were allotted to Sharad Kohli, 105
Equity Shares were allotted to Shashank Tibrewal, 140
Equity Shares were allotted to Ritesh Garg, 150 Equity
Shares were allotted to Harkirat Singh Sodhi, 165 Equity
Shares were allotted to Nitesh Agarwal, 175 Equity Shares
were allotted to Mukund Kulashekaran, 225 Equity Shares
were allotted to Manu Gupt and 250 Equity Shares were
allotted to Kirat Singh Chhina
April 8, Conversion of 1,071 Equity Shares were allotted to Steadview Capital 1 N.A. N.A. 180,575 164,955.50
2021 Series A Mauritius Limited pursuant to conversion of 1,071 Series
CCPS, Series A CCPS held by Steadview Capital Mauritius Limited, 133
B CCPS and Equity Shares were allotted to ABG Capital pursuant to
Series C CCPS conversion of 133 Series A CCPS held by ABG Capital,
into Equity 1,757 Equity Shares were allotted to Internet Fund V Pte.
Shares of face Ltd. pursuant to conversion of 1,757 Series A CCPS held
value of ₹1 by Internet Fund V Pte. Ltd., 1,417 Equity Shares were
each at a allotted to Bessemer India Capital Holdings II Ltd.
conversion pursuant to conversion of 1,417 Series B CCPS held by
ratio of one Bessemer India Capital Holdings II Ltd., 3,893 Equity
Equity Share Shares were allotted to Elevation Capital V Limited
for every (formerly known as SAIF Partners India V Limited)
preference pursuant to conversion of 3,893 Series C CCPS held by
share Elevation Capital V Limited (formerly known as SAIF
Partners India V Limited), 3,028 Equity Shares were
allotted to Accel India IV (Mauritius) Limited pursuant to
conversion of 3,028 Series C CCPS held by Accel India IV
(Mauritius) Limited, 2,252 Equity Shares were allotted to
Bessemer India Capital Holdings II Ltd. pursuant to

109
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
conversion of 2,252 Series C CCPS held by Bessemer India
Capital Holdings II Ltd.
April 30, Preferential 219 Equity Shares were allotted to Steadview 1 265,553.10 Cash 181,690 166,070.50
2021 allotment Opportunities PCC Cell 0221-009, 294 Equity Shares were
allotted to Internet Fund V Pte. Ltd. and 602 Equity Shares
were allotted to VYC23 Limited
May 3, Preferential 102 Equity Shares were allotted to Naspers Ventures B.V. 1 265,553.10 Cash 181,792 166,172.50
2021 allotment
May 5, Preferential 367 Equity Shares each were allotted to DF International 1 265,553.10 Cash 182,526 166,906.50
2021 allotment Partners II, LLC and DF International Partners V, LLC
May 6, Preferential 660 Equity Shares were allotted to Wellington Hadley 1 265,553.10 Cash 183,186 167,566.50
2021 allotment Harbor AIV Master Investors (Cayman) III Ltd
May 11, Preferential One Equity Share was allotted to Wellington Hadley 1 265,553.10 Cash 183,188 167,568.50
2021 allotment Harbor AIV Master Investors (Cayman) III Ltd. and one
Equity Share was allotted to Steadview Capital
Opportunities PCC Cell 0221-009
May 22, Exercise of 26 Equity Shares were allotted to Manoj Sharma pursuant 1 1 Cash 183,214 167,594.50
2021 stock options to exercise of options granted under ESOP - 2015
September Exercise of 217 Equity Shares were allotted to Aditya Varma pursuant 1 1 Cash 183,431 167,811.50
13, 2021 stock options to exercise of options granted under ESOP - 2015
December Exercise of One Equity Share was allotted to Kartik Chaudhary, one 1 1 Cash 184,974 169,354.50
3, 2021 stock options Equity Share was allotted to Mohd Aliraza, one Equity
Share was allotted to Miresh Mukhia, one Equity Share
was allotted to Archit Chawla, one Equity Share was
allotted to Awanish Kumar, one Equity Share was allotted
to Ravi Yadav, one Equity Share was allotted to Tanima
Mahajan, one Equity Share was allotted to Ankita Khurana,
one Equity Share was allotted to Muneer Ahmad Dar, one
Equity Share was allotted to Danish Hassan, one Equity
Share was allotted to Vikram Singh, one Equity Share was
allotted to Sajan Sharma, one Equity Share was allotted to
Ritu Bhatiya, one Equity Share was allotted to Dikshant
Grover, one Equity Share was allotted to Rahul Hans, one
Equity Share was allotted to Swati Bajaj, one Equity Share
was allotted to Isha Sharma, one Equity Share was allotted
to Binny Micheal, one Equity Share was allotted to Kritika
Kharbanda, one Equity Share was allotted to Poonam
Bhatt, one Equity Share was allotted to Jaspreet Kaur, one
Equity Share was allotted to Deepak Soni, one Equity

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 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
Share was allotted to Chestha Bhatia, one Equity Share was
allotted to Sahil Sharma, one Equity Share was allotted to
Abrar Hussain, one Equity Share was allotted to Victor
Joseph, one Equity Share was allotted to Ashwindra Singh,
one Equity Share was allotted to Tushar, one Equity Share
was allotted to Vaibhav Jain, one Equity Share was allotted
to Amit Singh Rawat, one Equity Share was allotted to
Parul Thakur, one Equity Share was allotted to Neha
Majoka, one Equity Share was allotted to Kunal Guin, one
Equity Share was allotted to Sahiba Azad, one Equity
Share was allotted to Samridhi Aswal, one Equity Share
was allotted to Amrita Chakraborty, one Equity Share was
allotted to Saravana Murthy R, one Equity Share was
allotted to Darpan Dilawari, one Equity Share was allotted
to Nishant Kalyan, one Equity Share was allotted to Kumar
Ayush, one Equity Share was allotted to Anjali Rawat, one
Equity Share was allotted to Kusum Limbu, one Equity
Share was allotted to Anamica Srivastava, one Equity
Share was allotted to Shrabani Naskar, one Equity Share
was allotted to Varchus Kulshreshtha, one Equity Share
was allotted to Ramit Kumar Vohra, one Equity Share was
allotted to Tejaswin Kaur, one Equity Share was allotted to
Aakash Sharma, one Equity Share was allotted to
Aishwarya Kakkar, one Equity Share was allotted to
Shaina Arora, one Equity Share was allotted to Abhishek
Tanwar, one Equity Share was allotted to Tanvi Rawat, one
Equity Share was allotted to Arshnoor Tandon, one Equity
Share was allotted to Vishal Sharma, one Equity Share was
Gaurav Mallik, one Equity Share was allotted to Reena
Srivastava, one Equity Share was allotted to Garima
Malhotra, one Equity Share was allotted to Akash Saini,
one Equity Share was allotted to Kanika Ohri, one Equity
Share was allotted to Nupur Pal, one Equity Share was
allotted to Steave Paul, one Equity Share was allotted to
Armaan Ali, one Equity Share was allotted to Karan
Kumar, one Equity Share was allotted to Ravi Punia, one
Equity Share was allotted to Balvinder Rathi, one Equity
Share was allotted to Setsila T, one Equity Share was
allotted to Benazir Qureshi, one Equity Share was allotted

111
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
to Kshitij Verma, one Equity Share was allotted to Ayushi
Gupta, one Equity Share was allotted to Vasudha Agarwal,
one Equity Share was allotted to Raju Burman, one Equity
Share was allotted to Priyanka Kaushal, one Equity Share
was allotted to Rekha Bisht, one Equity Share was allotted
to Deepak Kumar Panwar, one Equity Share was allotted
to Sonali Jain, one Equity Shares was allotted to Simran
Sharma, one Equity Share was allotted to Mehak Gandhi,
one Equity Share was allotted to Aditya Raj Anand, one
Equity Share was allotted to Vishal Sharma, one Equity
Share was allotted to Sachin Chhabra, one Equity Share
was allotted to Manik Kampani, one Equity Share was
allotted to Samarth Atri, one Equity Share was allotted to
Shantanu Singh, one Equity Share was allotted to Sujay
Raj, two Equity Shares were allotted to Abhimanyu
Thapliyal, two Equity Shares were allotted to Laxit
Bhouriwal, two Equity Shares were allotted to Priya Arora,
two Equity Shares were allotted to Raunaq Nanda, two
Equity Shares were allotted to Nikhil Anirudh Menon, two
Equity Shares were allotted to Himanshi Sharma, two
Equity Shares were allotted to Aditya Ghosh, two Equity
Shares were allotted to Arnav Gupta, two Equity Shares
were allotted to Ponnaganti Charan Manoj Kumar, two
Equity Shares were allotted to Divya Bhatia, two Equity
Shares were allotted to Akshita Maurya, two Equity Shares
were allotted to Kartik Sharma, two Equity Shares were
allotted to Parag Singhal, two Equity Shares were allotted
to Anmol Pratap Singh, two Equity Shares were allotted to
Chetna Gaba, two Equity Shares were allotted to Aneesh
Gulati, two Equity Shares were allotted to Palak Mehta,
two Equity Shares were allotted to Prerna Khattar, two
Equity Shares were allotted to Rahul Anand, two Equity
Shares were allotted to Kavita Kapileshwari, three Equity
Shares were allotted to Dheeraj Singh Rawat, three Equity
Shares were allotted to Vivek Warikoo, three Equity Shares
were allotted to Ashutosh Tiwari, three Equity Shares were
allotted to Resham Wadhwa, three Equity Shares were
allotted to Lakshya Vij, three Equity Shares were allotted
to Yogita Abrol, three Equity Shares were allotted to Kunal

112
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
Banerjee, three Equity Shares were allotted to Rajat Karan
Khullar, three Equity Shares were allotted to Shubham
Varshney, three Equity Shares were allotted to Ankur
Nischal, four Equity Shares were allotted to Suhail Khan,
four Equity Shares were allotted to Himanshu Saluja, four
Equity Shares were allotted to Yash Awasthi, four Equity
Shares were allotted to C V Shyam, four Equity Shares
were allotted to Krunal Solanki, four Equity Shares were
allotted to Akash Joseph, four Equity Shares were allotted
to Aman Singh, four Equity Shares were allotted to Steena
Jomy, four Equity Shares were allotted to Gurusaranyan S,
four Equity Shares were allotted to Mohd Ashraf Kaleem,
five Equity Shares were allotted to Vishesh Manchanda,
five Equity Shares were allotted to Divyam Upneja, five
Equity Shares were allotted to Sabyasachi Verma, five
Equity Shares were allotted to Satvik Sehgal, five Equity
Shares were allotted to Ankita Das, five Equity Shares
were allotted to Akhshila Mathur, five Equity Shares were
allotted to Megha Bajaj, five Equity Shares were allotted to
Mohammed Hanif Ahmed, five Equity Shares were
allotted to Achint Singh Gulati, five Equity Shares were
allotted to Brinda Singh, five Equity Shares were allotted
to Akshay Yadav, five Equity Shares were allotted to
Shubham Agrawal, six Equity Shares were allotted to
Shivendu Gangwar, six Equity Shares were allotted to
Dilip Moorthy, six Equity Shares were allotted to Abhinav
Kumar, six Equity Shares were allotted to Ashvatth Verma,
seven Equity Shares were allotted to Siddharth Sharma,
eight Equity Shares were allotted to C V Sai, nine Equity
Shares were allotted to Harsimabir Singh, nine Equity
Shares were allotted to Rewa Mehta, nine Equity Shares
were allotted to Omkar Chandragiri, 10 Equity Shares were
allotted to Sayan Haldar, 10 Equity Shares were allotted to
Navanitha Krishna G, 10 Equity Shares were allotted to
Tina Bhatiani, 10 Equity Shares were allotted to Sarabjeet
Singh, 10 Equity Shares were allotted to Brajraj Singh
Shekhawat, 10 Equity Shares were allotted to Keshav
Giriyapnavar, 10 Equity Shares were allotted to Ashish
Rajani, 10 Equity Shares were allotted to Aditya Singh, 11

113
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
Equity Shares were allotted to Rohit Arya, 12 Equity
Shares were allotted to Arunkumar, 12 Equity Shares were
allotted to Mridul Gupta, 12 Equity Shares were allotted to
Shashank Tibrewal, 13 Equity Shares were allotted to
Himanshu Arora, 15 Equity Shares were allotted to Shilpa
Malhotra, 15 Equity Shares were allotted to Deepak
Choudhary, 16 Equity Shares were allotted to Arpan
Bhalerao, 16 Equity Shares were allotted to Mahesh Singh,
17 Equity Shares were allotted to Rupesh Dubey, 18 Equity
Shares were allotted to Gauri Vasudeva, 18 Equity Shares
were allotted to Mayank Kumar, 20 Equity Shares were
allotted to Abhay Krishna Mathur, 20 Equity Shares were
allotted to Aditya Shrivastava, 27 Equity Shares were
allotted to Aayush Raj, 28 Equity Shares were allotted to
Gita Bansal, 30 Equity Shares were allotted to Prabhat
Agarwal, 40 Equity Shares were allotted to Arushi Arora,
42 Equity Shares were allotted to Nikhil Kumar
Jogimahanti, 46 Equity Shares were allotted to Amit Das,
50 Equity Shares were allotted to Harmeet Singh, 53
Equity Shares were allotted to Rahul Deorah, 56 Equity
Shares were allotted to Kanav Arora, 70 Equity Shares
were allotted to Dheeraj Kumar Sidana, 80 Equity Shares
were allotted to Anubhav Singh, 80 Equity Shares were
allotted to N Pugazhenthy, 100 Equity Shares were allotted
to Manu Gupt and 226 Equity Shares were allotted to
Narasimha Sripad Panyam.
June 29, Preferential 32 Equity Shares were allotted to Ireena Vittal 1 354,000.00 Cash 185,006 169,386.50
2022 allotment
November Exercise of 15 Equity Shares were allotted to Rakesh Ranjan and five 1 1 Cash 185,026 169,406.50
23, 2022 stock options Equity Shares were allotted to Ashvatth Verma pursuant to
exercise of options granted under ESOP - 2015
May 25, Exercise of Three Equity Shares were allotted to Vinita Varghese 1 1 Cash 185,029 169,409.50
2023 stock options pursuant to exercise of options granted under ESOP - 2015
January Exercise of Three Equity Shares were allotted to Priyanka Sen Chanda, 1 1 Cash 185,243 169,623.50
24, 2024 stock options 43 Equity Shares were allotted to Ashish Bansal, 53 Equity
Shares were allotted to Divyam Upneja and 115 Equity
Shares were allotted to Rahul Teotia
May 17, Exercise of One Equity Share was allotted to Darpan Thapa, one 1 1 Cash 193,460 177,840.50
2024 stock options Equity Share was allotted to Puneet Kumar, one Equity

114
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
Share was allotted to Anjali Rawat, one Equity Share was
allotted to Vikram Singh, one Equity Share was allotted to
Raghu P, two Equity Shares were allotted to Jaspreet Kaur,
two Equity Shares were allotted to Tarun Gupta, two
Equity Shares were allotted to Sahiba Azad, two Equity
Shares were allotted to Tanvi Rawat, two Equity Shares
were allotted to Aditya Pareek, two Equity Shares were
allotted to Nishant Kalyan, two Equity Shares were allotted
to Garima Malhotra, two Equity shares were allotted to
Harsh Pandit, three Equity Shares were allotted to Kavita
Kapileshwari, three Equity Shares were allotted to Reetu
Samtani, three Equity Shares were allotted to Rohit
Malhotra, three Equity Shares were allotted to Anubhav
Goel, three Equity shares were allotted to Komal Anand,
three Equity Shares were allotted to Priyanshu Raj, three
Equity Shares were allotted to Tushar, three Equity Shares
were allotted to Chetna Wadhwa, three Equity Shares were
allotted to Shrabani Naskar, three Equity Shares were
allotted to Pooja Bhagat, three Equity Shares were allotted
to Leena Chandresh Patel, four Equity Shares were allotted
to Shreya Jain, four Equity Shares were allotted to Ambesh
Talwar, four Equity Shares were allotted to Kushagra
Varshney, four Equity Shares were allotted to Kartik
Sharma, four Equity Shares were allotted to Dheeraj Singh
Rawat, four Equity Shares were allotted to Anil Vaidya,
five Equity Shares were allotted to Ashish Kumar
Srivastava, six Equity Shares were allotted to Saloni
Jasrasaria, six Equity Shares were allotted to Aryan Arora,
six Equity Shares were allotted to Rishabh Mahajan, six
Equity Shares were allotted to Kriti Omprakash, six Equity
Shares were allotted to Aditya Chowdhry, six Equity
Shares were allotted to Pooja Pradeep Kedia, six Equity
Shares were allotted to Lovjit Singh Bedi, six Equity
Shares were allotted Kshitij Kaushik, six Equity Shares
were allotted to Arunkumar Murugan, six Equity Shares
were allotted to Suhail Khan, seven Equity Shares were
allotted to Ankit Gupta, seven Equity Shares were allotted
to Kunal Kulbhushan Jain, seven Equity Shares were
allotted to Pulkit Aggarwal, seven Equity Shares were

115
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
allotted to Mohammed Sufiyan M., seven Equity Shares
were allotted to Abhinav Kumar, seven Equity Shares were
allotted to Pooja Prusty, seven Equity Shares were allotted
to Vikas Keshri, eight Equity Shares were allotted to
Arihant Jain, eight Equity Shares were allotted to Nikunj
Krishnan, eight Equity Shares were allotted to Resham
Wadhwa, eight Equity Shares were allotted to Rushil
Khurana, eight Equity Shares were allotted to Abhishek
Amar, eight Equity Shares were allotted to Arpit Jain, nine
Equity Shares were allotted to Pranav Gupta, nine Equity
Shares were allotted to Valleri Agarwal, nine Equity Shares
were allotted to Nand Kishor Agrawal, 10 Equity Shares
were allotted to Gaurav Shashikant Singh, 10 Equity
Shares were allotted to Ali Parkar, 10 Equity Shares were
allotted to Ashna Chawla, 10 Equity Shares were allotted
to Ayush Jain, 10 Equity Shares were allotted to Akhil
Mishra, 10 Equity Shares were allotted to Pulkit Walia,10
Equity Shares were allotted to Vaibhav Jain, 10 Equity
Shares were allotted to Kanishka Malik, 10 Equity Shares
were allotted to Vatsala Bhutani, 10 Equity Shares were
allotted to Siddharth Shastri, 10 Equity Shares were
allotted to Abhinav Bibhu, 10 Equity Shares were allotted
to Mahesh Singh A, 11 Equity Shares were allotted to
Harsh Verdhan Gupta, 11 Equity Shares were allotted to
Aman Chaudhary, 11 Equity Shares were allotted to Amit
Kumar, 12 Equity Shares were allotted to Prateek Jesingh,
12 Equity Shares were allotted to Shivangam Malhotra, 12
Equity Shares were allotted to Abhinav Garg, 12 Equity
Shares were allotted to Anita Thakur, 12 Equity Shares
were allotted to Sonakshi Saini, 12 Equity Shares were
allotted to Shubham Agrawal, 12 Equity Shares were
allotted to Rohit Arya, 12 Equity Shares were allotted to
Ishant Gupta, 13 Equity Shares were allotted to Vinita
Varghese, 13 Equity Shares were allotted to Rupabh
Tripathi, 14 Equity Shares were allotted to Arnav Agarwal,
14 Equity Shares were allotted to Sandeep Sharma, 14
Equity Shares were allotted to Ravi Shankar, 14 Equity
Shares were allotted to Parve Sharma, 15 Equity Shares
were allotted to Shruti Kher, 15 Equity Shares were allotted

116
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
to Janika Gahalot, 15 Equity Shares were allotted to Mansi
Piplani, 15 Equity Shares were allotted to Mayank Kumar,
16 Equity Shares were allotted to Rohan Jindal,17 Equity
Shares were allotted to Ankur Nischal, 17 Equity Shares
were allotted to Vivek Singh, 17 Equity Shares were
allotted to Akshat Singh Rathore, 17 Equity Shares were
allotted to Arnab Dey, 18 Equity Shares were allotted to
Sourabh Jajoria, 18 Equity Shares were allotted to Parag
Singhal, 18 Equity Shares were allotted to Divya
Aggarwal, 18 Equity Shares were allotted to Ankur
Agarwal,18 Equity Shares were allotted to Keshav
Giriyapnavar, 19 Equity Shares were allotted to Rewa
Mehta, 20 Equity Shares were allotted to Aakansha Bordia,
20 Equity Shares were allotted to Kusha Sahu, 20 Equity
Shares were allotted to Ayushi Singh, 20 Equity Shares
were allotted to Sachin Singh Shekhawat, 20 Equity Shares
were allotted to Satish Korrapati, 20 Equity Shares were
allotted to Dilip Moorthy, 20 Equity Shares were allotted
to Shahrookh Khan, 20 Equity Shares were allotted to
Aneesh Gulati, 20 Equity Shares were allotted to Deepak
Choudhary, 20 Equity Shares were allotted to Suhail
Vadgaokar, 20 Equity Shares were allotted to Rahul
Deorah, 20 Equity Shares were allotted to Harsimarbir
Singh, 21 Equity Shares were allotted to Ashvatth Verma,
21 Equity Shares were allotted to Nikit Agarwal,21 Equity
Shares were allotted to Saahil Mendiratta, 21 Equity Shares
were allotted to Anubhav Singh, 22 Equity Shares were
allotted to Nisha, 23 Equity Shares were allotted to Tarun
Menon, 23 Equity Shares were allotted to Achint Singh
Gulati, 25 Equity Shares were allotted to Abhishek
Sharma, 25 Equity Shares were allotted to Aditya Kumar
Singh, 27 Equity Shares were allotted to Mayur Jain, 29
Equity Shares were allotted to Tushar Gupta, 29 Equity
Shares were allotted to Anupam Singh, 30 Equity Shares
were allotted to Vinit Kumar,30 Equity Shares were
allotted to Shashwat Shivam, 30 Equity Shares were
allotted to Karan Bansal, 30 Equity Shares were allotted to
Shivendu Gangwar, 32 Equity Shares were allotted to Kush
Gupta, 33 Equity Shares were allotted to Abhinav Sonal,

117
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
35 Equity Shares were allotted to Aastha Agarwal, 36
Equity Shares were allotted to Omkar Ram Chandragiri, 37
Equity Shares were allotted to Shobit Jain, 40 Equity
Shares were allotted to Vaibhav Choubey, 40 Equity
Shares were allotted to Syed Shahzad Anjum, 40 Equity
Shares were allotted to Saumya Yadav, 40 Equity Shares
were allotted to N Pugazhenthy, 41 Equity Shares were
allotted to Sarthak Jain, 42 Equity Shares were allotted to
Mayank Agarwal, 42 Equity Shares were allotted to
Jyotsna Hirdyani, 42 Equity Shares were allotted to Ankur
Kumar Jain, 45 Equity Shares were allotted to Sumit
Gupta, 45 Equity Shares were allotted to Mehnaz Perveen,
49 Equity Shares were allotted to Vincy Gupta, 50 Equity
Shares were allotted to Ila Agarwal, 50 Equity Shares were
allotted to Gaurav Bajetha, 50 Equity Shares were allotted
to Aayush Agarwal, 50 Equity Shares were allotted to
Alokraj Ambadipudi, 50 Equity Shares were allotted to
Krishna Ramkumar, 51 Equity Shares were allotted to
Kushal Singh, 51 Equity Shares were allotted to Ashish
Bansal, 53 Equity Shares were allotted to Amit Jaglan, 55
Equity Shares were allotted to Ananda Matthur, 55 Equity
Shares were allotted to Chirag Jain, 56 Equity Shares were
allotted to Anil Kumar Maheshwari,58 Equity Shares were
allotted to Ankita Rajendra Aggarwal, 58 Equity Shares
were allotted to Vaibhav Agarwal, 60 Equity Shares were
allotted to Ankit Goyal, 60 Equity Shares were allotted to
Apoorv Jain, 60 Equity Shares were allotted to Gita Bansal,
63 Equity Shares were allotted to Disha Shantanu Meher,
63 Equity Shares were allotted to Prabhat Agarwal, 69
Equity Shares were allotted to Shubhankar Bivalkar, 70
Equity Shares were allotted to Sourabh Goyal, 70 Equity
Shares were allotted to Abhinav Saxena, 75 Equity Shares
were allotted to Kanav Arora, 75 Equity Shares were
allotted to Nikhil Shanker, 75 Equity Shares were allotted
to Lakshya Vij, 80 Equity Shares were allotted to Nitesh
Agarwal, 80 Equity Shares were allotted to Dishant
Daryani, 83 Equity Shares were allotted to Rajesh Kumar,
99 Equity Shares were allotted to Himanshu Arora, 100
Equity Shares were allotted to Rishabhdhwaj Singh, 100

118
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
Equity Shares were allotted to Neetika Singhal, 105 Equity
Shares were allotted to Dheeraj Kumar Sidana, 115 Equity
Shares were allotted to Abhay Krishna Mathur, 115 Equity
Shares were allotted to Shashank Tibrewal, 125 Equity
Shares were allotted to Saurav Kumar Jha, 150 Equity
Shares were allotted to Sharad Kohli, 150 Equity Shares
were allotted to Smit Janak Shukla, 164 Equity Shares were
allotted to Salil Aggarwal, 182 Equity Shares were allotted
to Ritika Tawani, 188 Equity Shares were allotted to Ankit
Agarwal, 206 Equity Shares were allotted to Shiv Kapoor,
212 Equity Shares were allotted to Amit Das, 300 Equity
Shares were allotted to Aditya Shrivastava, 380 Equity
Shares were allotted to Anand Dureja, 474 Equity Shares
were allotted to Ritesh Garg, 600 Equity Shares were
allotted to Aditya Varma and 645 Equity Shares were
allotted to Abhinav Tyagi.
May 17, Pursuant to a 1,117 Equity Shares were allotted to Urban Company 1 1 Cash 194,577 178,957.50
2024 tripartite ESOP Trust
agreement
executed by
and between
ESOP option
holders, Urban
Company
ESOP Trust
and our
Company@
May 22, Exercise of One Equity Share was allotted to Tushar Batra, one Equity 1 1 Cash 194,820 179,200.50
2024 stock options Share was allotted to Amrita Chakraborty, one Equity
Share was allotted to Archit Chawla, one Equity Share was
allotted to Rashim Bagga, one Equity Share was allotted to
Sukhmeet Kaur, one Equity Share was allotted to
Himanshu Chaurasia, one Equity Share was allotted to Ritu
Bhatiya, one Equity Share was allotted to Manan Verma,
one Equity Share was allotted to Miresh Mukhia, one
Equity Share was allotted to Diptankar Bhattacharya, one
Equity Share was allotted to Amit Singh Rawat, one Equity
Share was allotted to Swati Sharma, one Equity Share was
allotted to Abhishek Singh, one Equity Share was allotted

119
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
to Jai Vinder Kumar, one Equity Share was allotted to
Mansi Tomar, one Equity Share was allotted to Anil
Kumar, one Equity Share was allotted to Shaina Arora, one
Equity Share was allotted to Ravi Yadav, one Equity Share
was allotted to Sayagnika Dhar, one Equity Share was
allotted to Neha Majoka, one Equity Share was allotted to
Sahil Sharma, one Equity Share was allotted to Aarushi
Sharma, one Equity Share was allotted to Abrar Hussain,
one Equity Share was allotted to Shubhi, one Equity Share
was allotted to Naman Arora, one Equity Share was
allotted to Parikshit Samant, one Equity Share was allotted
to Arnav Gupta, one Equity Share was allotted to Paras
Ahuja, one Equity Share was allotted to Ayushi Gupta, one
Equity Share was allotted to Parul Thakur, one Equity
Share was allotted to Muneer Ahmad Dar, one Equity
Share was allotted to Arti Sikarwar, one Equity Share was
allotted to Manoj Kumar, two Equity Shares were allotted
to Saumya Suman, two Equity Shares were allotted to
Vishal Sharma, two Equity Shares were allotted to Tanmay
Sadana, two Equity Shares were allotted to Sherry Kaur
Bawa, two Equity Shares were allotted to Divya Bhatia,
two Equity Shares were allotted to Mahak Bansal, two
Equity Shares were allotted to Ankush Mittal, two Equity
Shares were allotted to Mohd Ali Raza, two Equity Shares
were allotted to Mamta Dhaka, two Equity Shares were
allotted to Tushar, two Equity Shares were allotted to
Prabhu Mundhra, two Equity Shares were allotted to Ramit
Kumar Vohra, two Equity Shares were allotted to Aaditya
Sharma, two Equity Shares were allotted to Akash Joseph,
two Equity Shares were allotted to Kawaljeet Singh
Sidhwani, two Equity Shares were allotted to Avikrit
Waadhwa, two Equity Shares were allotted to Rishabh
Singhal, two Equity Shares were allotted to Binny Michael,
two Equity Shares were allotted to Megha Khatri, two
Equity Shares were allotted to Stephanie Samuel, two
Equity Shares were allotted to Parijat Sinha, two Equity
Shares were allotted to Savitha R. Kutty, two Equity Shares
were allotted to Salim Akbar Khan, two Equity Shares
were allotted to Vaishnav Amitaben Shailendra Kumar,

120
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
three Equity Shares were allotted to Nidhi Rehal, three
Equity Shares were allotted to Gaurav Mallik, three Equity
Shares were allotted to Sakshi Tyagi, three Equity Shares
were allotted to Deepak Kumar, three Equity Shares were
allotted to Kunal Gusain, three Equity Shares were allotted
to Jyoti Mishra, three Equity Shares were allotted to
Ashutosh Tiwari, three Equity Shares were allotted to Salil
Kumar, three Equity Shares were allotted to Aditya Ghosh,
three Equity Shares were allotted to Vaibhav Bhatnagar,
three Equity Shares were allotted to Anjal Rampravesh
Thakur, three Equity Shares were allotted to Sukhchain,
three Equity Shares were allotted to Shubham Jain, three
Equity Shares were allotted to M Pavitra, three Equity
Shares were allotted to Shahnawaz Alam, four Equity
Shares were allotted to Hitesh Kumar, four Equity Shares
were allotted to Kartik Somani, four Equity Shares were
allotted to Suhail Madan Angi, four Equity Shares were
allotted to Reena Srivastava, five Equity Shares were
allotted to Shriya Singh, five Equity Shares were allotted
to Nitin Sethi, five Equity Shares were allotted to Arushi
Sood, five Equity Shares were allotted to Sanjana Garg,
five Equity Shares were allotted to Anamica Srivastava,
five Equity Shares were allotted to Khet Singh, five Equity
Shares were allotted to Heli Piyush Mehta, five Equity
Shares were allotted to Rashish Rajendra Shingi, five
Equity Shares were allotted to Neha Jain, five Equity
Shares were allotted to Shameek Datta, five Equity Shares
were allotted to Sakshi Nigania Agrawal, five Equity
Shares were allotted to Aakash Rajiv Jhaveri, five Equity
Shares were allotted to Shailesh Moolya, five Equity
Shares were allotted to Brinda Singh, five Equity Shares
were allotted to Sanchi Rai, five Equity Shares were
allotted to Adesh Kumar Agarwal, five Equity Shares were
allotted to Rajat Das, five Equity Shares were allotted to
Shivi Agrawal, five Equity Shares were allotted to Rajat
Karan Khullar and six Equity Shares were allotted to
Aparna Aggarwal
Issue of Equity Shares in the last year

121
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
September Exercise of One Equity Share was allotted to Manojeet Roy, one 1 1 Cash 194,846 184,803.50
11, 2024 stock options Equity Share was allotted to Kalumbe Ebasila, two Equity
Shares were allotted to Kathan Taparia, four Equity Shares
were allotted to Vivek Singh, four Equity Shares were
allotted to Maria Elina Rodriguez Solan, six Equity Shares
were allotted to Aman Harishankar Singh and eight Equity
Shares were allotted to Ayona Chowdhury
December Exercise of 488 Equity Shares were allotted to Amit Das, and 12 Equity 1 1 Cash 195,346 195,346.00
23, 2024 stock options Shares were allotted to Manish Jain
January 7, Exercise of Two Equity Shares were allotted to Yi Fang Goh, two 1 1 Cash 195,487 195,487.00
2025 stock options Equity Shares were allotted to Chong Chen Chen Brenda,
two Equity Shares were allotted to Yeo Chin Wee Kenneth,
seven Equity Shares were allotted to Kenneth Leong Heng
Kang, 18 Equity Shares were allotted to Wong Junjie
Jeremy, 15 Equity Shares were allotted to Pulkit Walia, 20
Equity Shares were allotted to Joon Ming Yeo and 75
Equity Shares were allotted to Alokraj Ambadipudi
February Bonus issue of 97,748,385 Equity Shares were allotted to Abhiraj Singh 1 N.A. N.A. 488,717,500 488,717,500.00
13, 2025 Equity Shares Bhal, 97,748,385 Equity Shares were allotted to Varun
in the ratio of Khaitan, 97,748,385 Equity Shares were allotted to Raghav
2,499 Equity Chandra, 11,208,015 Equity Shares were allotted Elevation
Shares for Capital V Limited (formerly known as SAIF Partners India
every one V Limited), 12,290,082 Equity Shares were allotted to
Equity Share Accel India IV (Mauritius) Limited, 9,168,831 Equity
held(1). Shares were allotted to Bessemer India Capital Holdings II
Ltd., 1,564,374 Equity Shares were allotted to VYC11
Limited, 8,521,590 Equity Shares were allotted to VY
EM2 Limited, 4,400,739 Equity Shares were allotted to
VYC23 Limited, 7,027,188 Equity Shares were allotted to
Steadview Capital Mauritius Limited, 1,381,947 Equity
Shares were allotted to ABG Capital, 744,702 Equity
Shares were allotted to Steadview Capital Opportunities
PCC Cell 0221-009, 2,259,096 Equity Shares were allotted
to Internet Fund V Pte. Ltd., 1,244,502 Equity Shares were
allotted to DF International Partners II, LLC, 3,890,943
Equity Shares were allotted to DF International Partners V,
LLC, 2,239,104 Equity Shares were allotted to Wellington
Hadley Harbor AIV Master Investors (Cayman) III, Ltd,
44,567,166 Equity Shares were allotted to Naspers

122
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
Ventures B.V., 31,025,085 Equity Shares were allotted to
DharanaUC Limited, 22,550,976 Equity Shares were
allotted to Dharana Fund, L.P. (formerly known as VY
Dharana EM Technology Fund L.P.), 3,253,698 Equity
Shares were allotted to Think Investments PCC,
23,615,550 Equity Shares were allotted to Arohi Seed SPC
- Arohi Seed SP-1, 1,049,580 Equity Shares were allotted
to Prashant Malik, 194,922 Equity Shares were allotted to
Late Ratan Naval Tata, 299,880 Equity Shares were
allotted to Vamsi Krishna Duvvuri, 677,229 Equity Shares
were allotted to Mekin Maheshwari, 704,718 Equity
Shares were allotted to First Lap LLP, 94,962 Equity
Shares were allotted to QED Innovations Labs LLP,
174,930 Equity Shares were allotted to RA Hospitality
Holdings Co. Pte Ltd, 34,986 Equity Shares were allotted
to Abhinav Sinha, 34,986 Equity Shares were allotted to
Pooja Rana, 107,457 Equity Shares were allotted to
Zishaan Mohammed Hayath, 34,986 Equity Shares were
allotted to Aditya Sharma, 79,968 Equity Shares were
allotted to Ireena Vittal, 34,986 Equity Shares were allotted
to Sameer Seth, 2,499 Equity Shares were allotted to
Pawan Kishor, 2,499 Equity Shares were allotted to were
allotted to Armish Sonkar, 4,998 Equity Shares were
allotted to Amrita Mahale, 2,499 Equity Shares were
allotted to Shashank Malhotra, 7,497 Equity Shares were
allotted to Bikiran Goswami, 17,493 Equity Shares were
allotted to Shailesh Dudhwewala HUF, 2,499 Equity
Shares were allotted to Gaurav Nigam, 9,996 Equity Shares
were allotted to Debraj Ghosh, 214,914 Equity Shares were
allotted to Elysian Fintech Private Limited, 52,479 Equity
Shares were allotted to Kalpak Chhajed, 32,487 Equity
Shares were allotted to Surinder Pal Singh, 52,479 Equity
Shares were allotted to Amber Maheshwari 52,479 Equity
Shares were allotted to Purushottam Modani, 22,491
Equity Shares were allotted to Srinivasarao Kalluri,
107,457 Equity Shares were allotted to Abhinav Jain, 7,497
Equity Shares were allotted to Partner Welfare Trust,
19,992 Equity Shares were allotted to Sanjiv Rangrass,
94,962 Equity Shares were allotted to Venturesail Through

123
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
LLP and 92,463 Equity Shares were allotted to Sri Harsha
Majety
February Exercise of 1,050,000 Equity Shares were allotted to Narasimha Sripad 1 1 Cash 489,767,500 489,767,500.00
18, 2025 stock options Panyam
August Allotment 25,595,050 Equity Shares were allotted to Accel India IV 1 N. A.^^ N. A.^^ 591,539,570 591,539,570
24, 2025 pursuant to (Mauritius) Limited, 3,877,120 Equity Shares were allotted
conversion of to VYC11 Limited, 4,187,010 Equity Shares were allotted
Series A CCPS to VYC23 Limited, 1,624,010 Equity Shares were allotted
in the ratio of to Steadview Capital Mauritius Limited, 417,070 Equity
2,330 Equity Shares were allotted to ABG Capital, 2,588,630 Equity
Shares for one Shares were allotted to Steadview Capital Opportunities
CCPS PCC Cell 0221-009, 28,682,300 Equity Shares were
allotted to Internet Fund V Pte. Ltd., 489,300 Equity Shares
were allotted to Wellington Hadley Harbor AIV Master
Investors (Cayman) III, Ltd, 25,874,650 Equity Shares
were allotted to Think Investments PCC and 8,436,930
Equity Shares were allotted to Naspers Ventures B.V.
August Allotment 82,405,110 Equity Shares were allotted to Elevation 1 N. A.^^ N. A.^^ 788,144,970 788,144,970
24, 2025 pursuant to Capital V Limited (Formerly known as SAIF Partners India
conversion of V Limited), 98,302,700 Equity Shares were allotted to
Series A1 Accel India IV (Mauritius) Limited, 4,310,500 Equity
CCPS in the Shares were allotted to DF International Partners II, LLC,
ratio of 2,330 4,312,830 Equity Shares were allotted to DF International
Equity Shares Partners V, LLC, and 7,274,260 Equity Shares were
for one CCPS allotted to Wellington Hadley Harbor AIV Master
Investors (Cayman) III, Ltd
August Allotment 61,320,940 Equity Shares were allotted to Elevation 1 N. A.^^ N. A.^^ 1,001,591,610 1,001,591,610
24, 2025 pursuant to Capital V Limited (Formerly known as SAIF Partners India
conversion of V Limited), 3,362,190 Equity Shares were allotted to Accel
Series B CCPS India IV (Mauritius) Limited, 85,534,300 Equity Shares
in the ratio of were allotted to Bessemer India Capital Holdings II Ltd.,
2,330 Equity 2,241,460 Equity Shares were allotted to VYC23 Limited,
Shares for one 12,358,320 Equity Shares were allotted to Steadview
CCPS Capital Mauritius Limited, 2,180,880 Equity Shares were
allotted to ABG Capital, 11,659,320 Equity Shares were
allotted to Naspers Ventures B.V., 14,662,690 Equity
Shares were allotted to Think Investments PCC and
20,126,540 Equity Shares were allotted to Arohi Seed SPC
- Arohi Seed SP-1

124
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
August Allotment 3,264,330 Equity Shares were allotted to VYC11 Limited 1 N. A.^^ N. A.^^ 1,004,855,940 1,004,855,940
24, 2025 pursuant to
conversion of
Series B1
CCPS in the
ratio of 2,330
Equity Shares
for one CCPS
August Allotment 4,049,540 Equity Shares were allotted to Elevation Capital 1 N. A.^^ N. A.^^ 1,093,458,850 1,093,458,850
24, 2025 pursuant to V Limited (Formerly known as SAIF Partners India V
conversion of Limited), 6,064,990 Equity Shares were allotted to Accel
Series C CCPS India IV (Mauritius) Limited. and 78,488,380 Equity
in the ratio of Shares were allotted to VYC11 Limited
2,330 Equity
Shares for one
CCPS
August Allotment 44,155,830 Equity Shares were allotted to VYC11 Limited, 1 N. A.^^ N. A.^^ 1,215,881,710 1,215,881,710
24, 2025 pursuant to 65,039,620 were allotted to Steadview Capital Mauritius
conversion of Limited and 13,227,410 Equity Shares were allotted to
Series D CCPS ABG Capital
in the ratio of
2,330 Equity
Shares for one
CCPS
August Allotment 20,217,410 Equity Shares were allotted to Internet Fund V 1 N. A.^^ N. A.^^ 1,263,828,450 1,263,828,450
24, 2025 pursuant to Pte. Ltd., 3,203,750 Equity Shares were allotted to VYC11
conversion of Limited, 13,618,850 Equity Shares were allotted to
Series E CCPS Steadview Capital Mauritius Limited, 2,402,230 Equity
in the ratio of Shares were allotted to ABG Capital and 8,504,500 Equity
2,330 Equity Shares were allotted to Ultratopcolux SCSp
Shares for one
CCPS
August Allotment 7,260,000 Equity Shares were allotted to Steadview 1 N. A.^^ N. A.^^ 1,390,053,450 1,390,053,450
24, 2025 pursuant to Capital Opportunities PCC Cell 0221-009, 9,677,500
conversion of Equity Shares were allotted to Internet Fund V Pte. Ltd.,
Series F CCPS 19,840,000 Equity Shares were allotted to VYC23 Limited,
in the ratio of 43,477,500 Equity Shares were allotted to Naspers
2,500 Equity Ventures B.V., 12,097,500 Equity Shares were allotted to
DF International Partners II, LLC, 12,097,500 Equity

125
 Date of Reason / Number of equity shares allotted and names of allottees Face value Issue price per equity Nature of Cumulative Cumulative
allotment Nature of per equity share consideration number of paid-up equity
allotment^ share (₹) equity shares share capital (in
(₹) ₹)
Shares for one Shares were allotted to DF International Partners V, LLC
CCPS and 21,775,000 Equity Shares were allotted to Wellington
Hadley Harbour AIV Master Investors (Cayman) III, Ltd

*
These Equity Shares of face value ₹1 each were allotted on a partly paid-up basis with ₹ 0.50 per Equity Share. These were subsequently made fully paid-up on June 20, 2024, June 22, 2024, June 27, 2024, November
9, 2024 and November 26, 2024. Accordingly, these Equity Shares were fully paid-up as on the date of the Draft Red Herring Prospectus and this Red Herring Prospectus.
#
1,290 Equity Shares were offered to the existing Shareholders pursuant to a letter of offer dated January 19, 2017. Thereafter, our Company received letters of non-participation from existing Shareholders. Thereafter,
pursuant to a resolution of the Board dated February 6, 2017, our Board approved the issue of one Equity Share to Trifecta Venture Debt Fund-I, which was accepted by Trifecta Venture Debt Fund-I pursuant to its
acceptance letter dated February 9, 2017, accordingly, only one Equity Share was allotted to Trifecta Venture Debt Fund-I, pursuant to the approval of the Board in its resolution dated February 10, 2017 and,
accordingly, there existed a difference of 1,289 Equity Shares between issued capital and subscribed and paid-up capital. Pursuant to a board resolution dated April 24, 2025, our Board has cancelled the 1,289 Equity
Shares. As on the date of the Draft Red Herring Prospectus and this Red Herring Prospectus, the issued share capital of our Company is the same as the subscribed and paid-up share capital.
^ While we have the board resolutions authorising the rights issues and allotting Equity Shares pursuant to the rights issues undertaken by our Company during the period from March, 2015 to June, 2019, we have not
been able to trace certain letters of offer and letters of non-participation by the relevant Shareholders in relation to certain rights issues undertaken by our Company during such periods.
For further details, see “Risk Factors – We are unable to trace some of our corporate records relating to allotments made by our Company pursuant to certain allotments. We cannot assure you that no legal
proceedings or regulatory actions will be initiated against our Company in the future in relation to these matters or there will be any other non-compliances in the future, which may impact our financial condition
and reputation. Further, we have received an order in April 2025 in an adjudication proceeding filed by our Company with the Registrar of Companies, New Delhi (“RoC”) in April 2025” beginning on page 75 of
this Red Herring Prospectus.
@
Urban Company ESOP Trust was acting as the registered owner for the employees who were allotted equity shares.
(1)
Allotment of Equity Shares by way of bonus issue to such holders of Equity Shares of our Company, whose name appears in the list of beneficial owners on the record date, i.e., February 12, 2025.
^^ These Equity Shares were allotted pursuant to the conversion of CCPS and no separate price was paid for these Equity Shares. Consideration was paid at the time of allotment/acquisition of the CCPS.

(b) History of preference share capital of our Company

Our Company does not have any outstanding preference shares as on the date of this Red Herring Prospectus. The following table sets forth the history of the preference share
capital of our Company:

Date of Nature of Number of Face value Issue price Nature of Conversion Number of Equity Estimated Cumulative Cumulative
allotment allotment^^ preference shares per per consideration Ratio Shares post Issue price preference paid-up
/Name of the preference preference (Preference conversion per Equity shares preference
shareholders share share Shares: Equity Share share capital
(₹) (₹) Shares) (in ₹)
Series A CCPS
March 2, Rights issue Allotment of 100 18,932.69 Cash For every one 47,436,470 0.81 2,332 233,200
2015 2,332 Series A Preference
CCPS to SAIF Share, 2,330
Partners India V Equity Shares
Limited (now
known as

126
 Date of Nature of Number of Face value Issue price Nature of Conversion Number of Equity Estimated Cumulative Cumulative
allotment allotment^^ preference shares per per consideration Ratio Shares post Issue price preference paid-up
/Name of the preference preference (Preference conversion per Equity shares preference
shareholders share share Shares: Equity Share share capital
(₹) (₹) Shares) (in ₹)
Elevation Capital
V Limited)
April 30, Rights issue Allotment of 100 18,932.69 Cash For every one 54,335,600 0.81 4,664 466,400
2015 2,332 Series A Preference
CCPS to Accel Share, 2,330
India IV Equity Shares
(Mauritius)
Limited
Pursuant to the resolutions passed by our board dated October 3, 2015 and shareholders dated October 30, 2015, the authorised share capital of our Company was sub-divided from 13,102
preference shares of face value of ₹ 100 each divided into 131,020 Preference Shares of face value of ₹10 each. Accordingly, the issued, subscribed and paid-up Series A CCPS was sub-divided
from 4,664 Series A CCPS of ₹100 into 46,640 Series A CCPS of ₹10 each.
April 8, 1,071 Series A CCPS held by Steadview Capital Mauritius Limited were converted into 1,071 Equity Shares, 133 Series A CCPS held by ABG Capital were converted into 133
2021 Equity Shares and 1,757 Series A CCPS held by Internet Fund V Pte. Ltd. were converted into 1,757 Equity Shares each at a conversion ratio of one Equity Share for every
Preference Share.
August 24, 10,985 Series A CCPS held by Accel India IV (Mauritius) Limited were converted into 25,595,050 Equity Shares, 1,664 Series A CCPS held by VYC11 Limited were converted
2025 into 3,877,120 Equity Shares, 1,797 Series A CCPS held by VYC23 Limited were converted into 4,187,010 Equity Shares, 697 Series A CCPS held by Steadview Capital
Mauritius Limited were converted into 1,624,010 Equity Shares, 179 Series A CCPS held by ABG Capital were converted into 417,070 Equity Shares, 1,111 Series A CCPS
held by Steadview Capital Opportunities PCC Cell 0221-009 were converted into 2,588,630 Equity Shares, 12,310 Series A CCPS held by Internet Fund V Pte. Ltd. were
converted into 28,682,300 Equity Shares, 210 Series A CCPS held by Wellington Hadley Harbor AIV Master Investors (Cayman) III, Ltd were converted into 489,300 Equity
Shares, 11,105 Series A CCPS held by Think Investments PCC were converted into 25,874,650 Equity Shares and 3,621 Series A CCPS held by Naspers Ventures B.V. were
converted into 8,436,930 Equity Shares, each at a conversion ratio of 2,330 Equity Shares for every Preference Share.
Series A1 CCPS
July 3, 2015 Rights issue Allotment of 100 74,414.34 Cash For every one 196,605,400 3.19 8,438 843,800
4,219 Series A1 Preference
CCPS to SAIF Share, 2,330
Partners India V Equity Shares
Limited (now
known as
Elevation Capital
V Limited) and
4,219 Series A1
CCPS to Accel
India IV
(Mauritius)
Limited
Pursuant to the resolutions passed by our board dated October 3, 2015 and shareholders dated October 30, 2015, the authorised share capital of our Company was sub-divided from 13,102
preference shares of face value of ₹ 100 each divided into 131,020 Preference Shares of face value of ₹10 each. Accordingly, the issued, subscribed and paid-up Series A1 CCPS was sub-
divided from 8,438 Series A1 CCPS of ₹100 into 84,380 Series A1 CCPS of ₹10 each.

127
 Date of Nature of Number of Face value Issue price Nature of Conversion Number of Equity Estimated Cumulative Cumulative
allotment allotment^^ preference shares per per consideration Ratio Shares post Issue price preference paid-up
/Name of the preference preference (Preference conversion per Equity shares preference
shareholders share share Shares: Equity Share share capital
(₹) (₹) Shares) (in ₹)
August 24, 42,190 Series A1 CCPS held by Accel India IV (Mauritius) Limited were converted into 98,302,700 Equity Shares, 1,850 Series A1 CCPS held by DF International Partners II,
2025 LLC were converted into 4,310,500 Equity Shares, 1,851 Series A1 CCPS held by DF International Partners V, LLC were converted into 4,312,830 Equity Shares, 35,367 Series
A1 CCPS held by Elevation Capital V Limited were converted into 82,405,110 Equity Shares and 3,122 Series A1 CCPS held by Wellington Hadley Harbor AIV Master
Investors (Cayman) III, Ltd were converted into 7,274,260 Equity Shares, each at a conversion ratio of 2,330 Equity Shares for every Preference Share.
Series B CCPS
November Preferential Allotment of 10 16,053.70 Cash For every one 213,446,640 6.89 93,025 930,250
19, 2015 allotment 54,560 Series B Preference
CCPS to Share, 2,330
Bessemer India Equity Shares
Capital Holdings
II Ltd., 26,318
Series B CCPS to
SAIF Partners
India V Limited
(now known as
Elevation Capital
V Limited) and
12,147 Series B
CCPS to Accel
India IV
(Mauritius)
Limited
April 8, 1,417 Series B CCPS held by Bessemer India Capital Holdings II Ltd. were converted into 1,417 Equity Shares of face value of ₹1 each at a conversion ratio of one Equity
2021 Share for every Preference Share
August 24, 936 Series B CCPS held by ABG Capital were converted into 2,180,880 Equity Shares, 1,443 Series B CCPS held by Accel India IV (Mauritius) Limited were converted into
2025 3,362,190 Equity Shares, 8,638 Series B CCPS held by Arohi Seed SPC - Arohi Seed SP-1 were converted into 20,126,540 Equity Shares, 36,710 Series B CCPS held by
Bessemer India Capital Holdings II Ltd were converted into 85,534,300 Equity Shares, 26,318 Series B CCPS held by Elevation Capital V Limited were converted into
61,320,940 Equity Shares, 5,004 Series B CCPS held by Naspers Ventures B.V. were converted into 11,659,320 Equity Shares, 5,304 Series B CCPS held by Steadview Capital
Mauritius Limited were converted into 12,358,320 Equity Shares, 6,293 Series B CCPS held by Think Investments PCC were converted into 14,662,690 Equity Shares and 962
Series B CCPS held by VYC23 Limited were converted into 2,241,460 Equity Shares, each at a conversion ratio of 2,330 Equity Shares for every Preference Share.
Series B1 CCPS
February 10, Rights issue Allotment of 10 16,053.70 Cash For every one 3,264,330 6.89 1,401 14,010
2017# 1,401 Series B1 Preference
CCPS to Trifecta Share, 2,330
Venture Debt Equity Shares
Fund-I^
August 24, 1,401 Series B1 CCPS held by VYC11 Limited were converted into 3,264,330 Equity Shares, at a conversion ratio of 2,330 Equity Shares for every Preference Share.
2025

128
 Date of Nature of Number of Face value Issue price Nature of Conversion Number of Equity Estimated Cumulative Cumulative
allotment allotment^^ preference shares per per consideration Ratio Shares post Issue price preference paid-up
/Name of the preference preference (Preference conversion per Equity shares preference
shareholders share share Shares: Equity Share share capital
(₹) (₹) Shares) (in ₹)
Series C CCPS
June 16, Preferential Allotment of 10 28,561.00 Cash For every one 88,602,910 12.26 47,200 472,000
2017 allotment 5,631 Series C Preference
CCPS to SAIF Share, 2,330
Partners India V Equity Shares
Limited (now
known as
Elevation Capital
V Limited), 5,631
Series C CCPS to
Accel India IV
(Mauritius)
Limited, 2,252
Series C CCPS to
Bessemer India
Capital Holdings
II Ltd. and 33,686
Series C CCPS to
VYC11 Limited
April 8, 3,893 Series C CCPS held by Elevation Capital V Limited (formerly known as SAIF Partners India V Limited) were converted into 3,893 Equity Shares, 3,028 Series C CCPS
2021 held by Accel India IV (Mauritius) Limited were converted into 3,028 Equity Shares and 2,252 Series C CCPS held by Bessemer India Capital Holdings II Ltd. were converted
into 2,252 Equity Shares, each at a conversion ratio of one Equity Share for every Preference Share.
August 24, 2,603 Series C CCPS held by Accel India IV (Mauritius) Limited were converted into 6,064,990 Equity Shares, 1,738 Series C CCPS held by Elevation Capital V Limited were
2025 converted into 4,049,540 Equity Shares and 33,686 Series C CCPS held by VYC11 Limited were converted into 78,488,380 Equity Shares, each at a conversion ratio of 2,330
Equity Shares for every Preference Share
Series D CCPS
November Preferential Allotment of 10 68,737.00 Cash For every one 44,155,830 29.50 18,951 189,510
28, 2018 allotment 18,951 Series D Preference
CCPS to VYC11 Share, 2,330
Limited Equity Shares
December 6, Preferential Allotment of 10 68,737.00 Cash For every one 78,267,030 29.50 52,542 525,420
2018 allotment 27,914 Series D Preference
CCPS to Share, 2,330
Steadview Equity Shares
Capital Mauritius
Limited and
5,677 Series D

129
 Date of Nature of Number of Face value Issue price Nature of Conversion Number of Equity Estimated Cumulative Cumulative
allotment allotment^^ preference shares per per consideration Ratio Shares post Issue price preference paid-up
/Name of the preference preference (Preference conversion per Equity shares preference
shareholders share share Shares: Equity Share share capital
(₹) (₹) Shares) (in ₹)
CCPS to ABG
Capital
August 24, 5,677 Series D CCPS held by ABG Capital were converted into 13,227,410 Equity Shares, 27,914 Series D CCPS held by Steadview Capital Mauritius Limited were converted
2025 into 65,039,620 Equity Shares, 18,951 Series D CCPS held by VYC11 Limited were converted into 44,155,830 Equity Shares, each at a conversion ratio of 2,330 Equity Shares
for every Preference Share.
Series E CCPS
August 5, Preferential Allotment of 10 117,068.00 Cash For every one 47,946,740 50.24 20,578 205,780
2019 allotment 12,327 Series E Preference
CCPS to Internet Share, 2,330
Fund V Pte. Ltd., Equity Shares
1,375 Series E
CCPS to VYC11
Limited, 5,845
Series E CCPS to
Steadview
Capital Mauritius
Limited and
1,031 Series E
CCPS to ABG
Capital
August 24, 1,031 Series E CCPS held by ABG Capital were converted into 2,402,230 Equity Shares, 8,677 Series E CCPS held by Internet Fund V Pte. Ltd. were converted into 20,217,410
2025 Equity Shares, 5,845 Series E CCPS held by Steadview Capital Mauritius Limited were converted into 13,618,850 Equity Shares, 3,650 Series E CCPS held by Ultratopcolux
SCSp were converted into 8,504,500 Equity Shares and 1,375 Series E CCPS held by VYC11 Limited were converted into 3,203,750 Equity Shares, each at a conversion ratio
of 2,330 Equity Shares for every Preference Share.
Series F CCPS
April 30, Preferential Allotment of 10 265,553.10 Cash For every one 36,777,500 106.22 14,711 147,110.00
2021 allotment 2,904 Series F Preference
CCPS to Share, 2,500
Steadview Equity Shares
Capital
Opportunities
PCC Cell 0221-
009, 3,871 Series
F CCPS to
Internet Fund V
Pte. Ltd. and
7,936 Series F

130
 Date of Nature of Number of Face value Issue price Nature of Conversion Number of Equity Estimated Cumulative Cumulative
allotment allotment^^ preference shares per per consideration Ratio Shares post Issue price preference paid-up
/Name of the preference preference (Preference conversion per Equity shares preference
shareholders share share Shares: Equity Share share capital
(₹) (₹) Shares) (in ₹)
CCPS to VYC23
Limited
May 3, 2021 Preferential Allotment of 10 265,553.10 Cash For every one 43,477,500 106.22 32,102 321,020.00
allotment 17,391 Series F Preference
CCPS to Naspers Share, 2,500
Ventures B.V. Equity Shares
May 5, 2021 Preferential Allotment of 10 265,553.10 Cash For every one 24,195,000 106.22 41,780 417,800.00
allotment 4,839 Series F Preference
CCPS to DF Share, 2,500
International Equity Shares
Partners II, LLC
and 4,839 Series
F CCPS to DF
International
Partners V, LLC
May 6, 2021 Preferential Allotment of 10 265,553.10 Cash For every one 21,775,000 106.22 50,490 504,900.00
allotment 8,710 Series F Preference
CCPS to Share, 2,500
Wellington Equity Shares
Hadley Harbour
AIV Master
Investors
(Cayman) III Ltd.
August 24, 4,839 Series F CCPS held by DF International Partners II, LLC were converted into 12,097,500 Equity Shares, 4,839 Series F CCPS held by DF International Partners V, LLC
2025 were converted into 12,097,500 Equity Shares, 3,871 Series F CCPS held by Internet Fund V Pte. Ltd. were converted into 9,677,500 Equity Shares, 17,391 Series F CCPS
held by Naspers Ventures B.V. were converted into 43,477,500 Equity Shares, 2,904 Series F CCPS held by Steadview Capital Opportunities PCC Cell 0221-009 were converted
into 7,260,000 Equity Shares, 7,936 Series F CCPS held by VYC23 Limited were converted into 19,840,000 Equity Shares and 8,710 Series F CCPS held by Wellington Hadley
Harbor AIV Master Investors (Cayman) III, Ltd were converted into 21,775,000 Equity Shares, each at a conversion ratio of 2,500 Equity Shares for every Preference Share
^
1,401 Series B1 CCPS of face value ₹10 each were allotted on a partly paid-up basis with ₹ 1.00 per Series B1 CCPS towards face value and ₹ 16,043.70 towards premium amount paid at the time of allotment. These
were subsequently made fully paid-up pursuant to a resolution dated February 6, 2019. Accordingly, these Series B1 CCPS were fully paid-up as on the date of the Draft Red Herring Prospectus and this Red Herring
Prospectus.
#
1,402 Series B 1 CCPS were offered pursuant to a letter of offer dated January 19, 2017. Thereafter, our Company received letters of non-participation from the existing Shareholders. Thereafter pursuant to a resolution
of the Board dated February 6, 2017, our Board approved the issue of 1,401 Series B1 CCPS to Trifecta Venture Debt Fund-I, which was accepted by Trifecta Venture Debt Fund-I pursuant to its acceptance letter dated
February 9, 2017, accordingly, only 1,401 Series B1 CCPS was allotted to Trifecta Venture Debt Fund-I, pursuant to the approval of our Board in its resolution dated February 10, 2017. Accordingly, there existed a
difference of one CCPS between issued capital and subscribed and paid-up capital. Pursuant to a board resolution dated April 24, 2025, our Board has cancelled the 1 Series B1 CCPS. As on the date of the Draft Red
Herring Prospectus and this Red Herring Prospectus, the issued share capital of our Company is the same as the subscribed and paid-up share capital.
^^
While we have the board resolutions authorizing the rights issues and allotting Equity Shares pursuant to the rights issues undertaken by our Company during the period from March, 2015 to June, 2019, we have not
been able to trace certain letters of offer and letters of non-participation by the relevant Shareholders in relation to certain rights issues undertaken by our Company during such periods. For further details, see “Risk

131
Factors –We are unable to trace some of our corporate records relating to allotments made by our Company pursuant to certain allotments. We cannot assure you that no legal proceedings or regulatory actions
will be initiated against our Company in the future in relation to these matters or there will be any other non-compliances in the future, which may impact our financial condition and reputation. Further, we have
received an order in April 2025 in an adjudication proceeding filed by our Company with the Registrar of Companies, New Delhi (“RoC”) in April 2025”, beginning on page 75 of this Red Herring Prospectus.

132
 (c) Secondary Transactions

The details of secondary transactions of equity shares and preference shares of our Company, by our Promoters,
members of our Promoter Group and the Selling Shareholders are set forth in the table below:

Date of Details of Details of Nature Number of Face Nature of Transfer price

transfer of transferor(s) transferee(s) of securities value consideration of per security
securities securities transferred per (in ₹)
security
(in ₹)
September 18, Suhail SAIF Equity 55 1 Cash 24,277.00
2017 Vadgaokar Partners Shares
India V
Limited (now
known as
Elevation
Capital V
Limited)
Ritesh Garg SAIF Equity 195 1 Cash 24,277.00
Partners Shares
India V
Limited (now
known as
Elevation
Capital V
Limited)
Manu Gupt SAIF Equity 146 1 Cash 24,277.00
Partners Shares
India V
Limited (now
known as
Elevation
Capital V
Limited)
Shahnawaz SAIF Equity 3 1 Cash 24,277.00
Alam Partners Shares
India V
Limited (now
known as
Elevation
Capital V
Limited)
April 25, Apoorv Jain Accel India Equity 195 1 Cash 24,277.00
2018 IV Shares
(Mauritius)
Limited
Sana Nayyar Accel India Equity 44 1 Cash 24,277.00
IV Shares
(Mauritius)
Limited
P Narasimha Accel India Equity 137 1 Cash 24,277.00
Sripad IV Shares
(Mauritius)
Limited
Nitin Bahl Accel India Equity 530 1 Cash 24,277.00
IV Shares
(Mauritius)
Limited
Kunal Bahl Accel India Equity 150 1 Cash 24,277.00
IV Shares
(Mauritius)
Limited
Rohit Bansal Accel India Equity 150 1 Cash 24,277.00
IV Shares

133
 Date of Details of Details of Nature Number of Face Nature of Transfer price
transfer of transferor(s) transferee(s) of securities value consideration of per security
securities securities transferred per (in ₹)
security
(in ₹)
(Mauritius)
Limited
March 8, Trifecta VYC11 Equity 1 1 Cash 67,372.62
2019 Venture Debt Limited Shares
Fund- I
Trifecta VYC11 Series B1 1,401 10 Cash 67,372.62
Venture Debt Limited CCPS
Fund- I
August 19, Accel India ABG Capital Series B 936 10 Cash 110,564.91
2019 IV CCPS
(Mauritius)
Limited
Accel India Steadview Series B 5,304 10 Cash 110,564.91
IV Capital CCPS
(Mauritius) Mauritius
Limited Limited
SAIF Partners ABG Capital Series A 312 10 Cash 113,769.69
India V CCPS
Limited (now
known as
Elevation
Capital V
Limited)
SAIF Partners Steadview Series A 1,768 10 Cash 113,769.69
India V Capital CCPS
Limited (now Mauritius
known as Limited
Elevation
Capital V
Limited)
SAIF Partners Internet Fund Series A 14,978 10 Cash 113,769.69
India V V Pte. Ltd. CCPS
Limited (now
known as
Elevation
Capital V
Limited)
September 19, SAIF Partners VYC11 Series A 1,664 10 Cash 113,769.69
2019 India V Limited CCPS
Limited (now
known as
Elevation
Capital V
Limited)
May 11, 2021 Elevation DF Equity 131 1 Cash 260,019.37
Capital V International Shares
Limited Partners II,
(formerly LLC
known as
SAIF
Partners
India V
Limited)
Elevation DF Series A1 1,850 10 Cash 242,339.52
Capital V International CCPS
Limited Partners II,
(formerly LLC
known as
SAIF
Partners

134
 Date of Details of Details of Nature Number of Face Nature of Transfer price
transfer of transferor(s) transferee(s) of securities value consideration of per security
securities securities transferred per (in ₹)
security
(in ₹)
India V
Limited)
Elevation DF Equity 131 1 Cash 260,019.37
Capital V International Shares
Limited Partners V,
(formerly LLC
known as
SAIF
Partners
India V
Limited)
Elevation DF Series A1 1,851 10 Cash 242,339.52
Capital V International CCPS
Limited Partners V,
(formerly LLC
known as
SAIF
Partners
India V
Limited)
Elevation Wellington Equity 235 1 Cash 260,019.37
Capital V Hadley Shares
Limited Harbor AIV
(formerly Master
known as Investors
SAIF (Cayman) III,
Partners Ltd
India V
Limited)
Elevation Wellington Series A1 3,122 10 Cash 242,339.52
Capital V Hadley CCPS
Limited Harbor AIV
(formerly Master
known as Investors
SAIF (Cayman) III,
Partners Ltd
India V
Limited)
Elevation Wellington Series A 210 10 Cash 242,339.52
Capital V Hadley CCPS
Limited Harbor AIV
(formerly Master
known as Investors
SAIF (Cayman) III,
Partners Ltd
India V
Limited)
Elevation Internet Fund Equity 105 1 Cash 260,019.37
Capital V V Pte. Ltd. Shares
Limited
(formerly
known as
SAIF
Partners
India V
Limited)
Elevation Internet Fund Series A 1,480 10 Cash 242,339.52
Capital V V Pte. Ltd. CCPS
Limited
(formerly
known as

135
 Date of Details of Details of Nature Number of Face Nature of Transfer price
transfer of transferor(s) transferee(s) of securities value consideration of per security
securities securities transferred per (in ₹)
security
(in ₹)
SAIF
Partners
India V
Limited)
Elevation VYC23 Equity 127 1 Cash 260,019.37
Capital V Limited Shares
Limited
(formerly
known as
SAIF
Partners
India V
Limited)
Elevation VYC23 Series A 1,797 10 Cash 242,339.52
Capital V Limited CCPS
Limited
(formerly
known as
SAIF
Partners
India V
Limited)
Elevation Steadview Equity 78 1 Cash 260,019.37
Capital V Capital Shares
Limited Opportunities
(formerly PCC Cell
known as 0221-009
SAIF
Partners
India V
Limited)
Elevation Steadview Series A 1,111 10 Cash 242,339.52
Capital V Capital CCPS
Limited Opportunities
(formerly PCC Cell
known as 0221-009
SAIF
Partners
India V
Limited)
Bessemer VYC23 Equity 62 1 Cash 260,019.37
India Capital Limited Shares
Holdings II
Ltd.
Bessemer VYC23 Series B 962 10 Cash 242,339.52
India Capital Limited CCPS
Holdings II
Ltd.
Bessemer Naspers Equity 38 1 Cash 260,019.37
India Capital Ventures Shares
Holdings II B.V.
Ltd.
Bessemer Naspers Series B 540 10 Cash 242,339.52
India Capital Ventures CCPS
Holdings II B.V.
Ltd.
May 11, 2021 Accel India Naspers Equity 316 1 Cash 260,019.37
IV Ventures Shares
(Mauritius) B.V.
Limited

136
 Date of Details of Details of Nature Number of Face Nature of Transfer price
transfer of transferor(s) transferee(s) of securities value consideration of per security
securities securities transferred per (in ₹)
security
(in ₹)
Accel India Naspers Series B 4,464 10 Cash 242,339.52
IV Ventures CCPS
(Mauritius) B.V.
Limited
September 30, Abhiraj Singh VYC23 Equity 216 1 Cash 265,535.00
2021 Bhal Limited Shares
Raghav QED Equity 18 1 Cash 265,535.00
Chandra Innovations Shares
Labs LLP
Raghav Mekin Equity 198 1 Cash 265,535.00
Chandra Maheshwari Shares
Varun VYC23 Equity 216 1 Cash 265,535.00
Khaitan Limited Shares
September 11, Abhiraj Singh VY Dharana Equity 11 1 Cash 200,000.00
2024 Bhal EM Shares
Technology
Fund L.P.
(now known
as Dharana
Fund, L.P. )
Abhiraj Singh DharanaUC Equity 1,821 1 Cash 220,000.00
Bhal Limited Shares
Raghav VY Dharana Equity 11 1 Cash 200,000.00
Chandra EM Shares
Technology
Fund L.P.
(now known
as Dharana
Fund, L.P. )
Raghav DharanaUC Equity 1,820 1 Cash 220,000.00
Chandra Limited Shares
Varun VY Dharana Equity 11 1 Cash 200,000.00
Khaitan EM Shares
Technology
Fund L.P.
(now known
as Dharana
Fund, L.P. )
Varun DharanaUC Equity 1,820 1 Cash 220,000.00
Khaitan Limited Shares
September 21, Bessemer Think Series B 6,293 10 Cash 225,506.49
2024 India Capital Investments CCPS
Holdings II PCC
Ltd.
October 4, Abhiraj Singh Naspers Equity 1,886 1 Cash 220,000.00
2024 Bhal Ventures Shares
B.V.
Raghav Naspers Equity 1,887 1 Cash 220,000.00
Chandra Ventures Shares
B.V.
Varun Naspers Equity 1,887 1 Cash 220,000.00
Khaitan Ventures Shares
B.V.
November 9, Accel India Think Series A 8,714 10 Cash 222,665.89
2024 IV Investments CCPS
(Mauritius) PCC
Limited
Internet Fund Think Equity 1,302 1 Cash 238,938.67
V Pte. Ltd. Investments Shares
PCC

137
 Date of Details of Details of Nature Number of Face Nature of Transfer price
transfer of transferor(s) transferee(s) of securities value consideration of per security
securities securities transferred per (in ₹)
security
(in ₹)
Internet Fund Think Series A 2,391 10 Cash 222,655.07
V Pte. Ltd. Investments CCPS
PCC
December 5, Bessemer Arohi Seed Series B 8,638 10 Cash 225,645.31
2024 India Capital SPC - Arohi CCPS
Holdings II Seed SP-1
Ltd.
December 9, Abhiraj Singh Arohi Seed Equity 3,150 1 Cash 241,587.92
2024 Bhal SPC - Arohi Shares
Seed SP-1
Abhiraj Singh Naspers Equity 3,500 1 Cash 241,702.20
Bhal Ventures Shares
B.V.
Raghav Arohi Seed Equity 3,150 1 Cash 241,587.92
Chandra SPC - Arohi Shares
Seed SP-1
Raghav Naspers Equity 3,500 1 Cash 241,645.06
Chandra Ventures Shares
B.V.
Varun Arohi Seed Equity 3,150 1 Cash 241,587.92
Khaitan SPC - Arohi Shares
Seed SP-1
Varun Naspers Equity 3,500 1 Cash 241,702.20
Khaitan Ventures BV Shares
January 16, Abhiraj Singh DharanaUC Equity 714 1 Cash 240,916.53
2025 Bhal Limited Shares
Raghav DharanaUC Equity 497 1 Cash 240,916.53
Chandra Limited Shares
Raghav VY Dharana Equity 134 1 Cash 240,916.53
Chandra EM Shares
Technology
Fund L.P.
(now known
as Dharana
Fund, L.P. )
Varun DharanaUC Equity 714 1 Cash 240,916.53
Khaitan Limited Shares
January 21, Raghav Sanjiv Equity 8 1 Cash 240,000.00
2025 Chandra Rangrass Shares
February 13, Raghav Venturesail Equity 38 1 Cash 240,000.00
2025 Chandra Through LLP Shares
Raghav Sri Harsha Equity 37 1 Cash 240,000.00
Chandra Majety Shares
March 30, Abhiraj Singh Abhiraj Equity 25,000 1 Gift Nil
2025 Bhal Singh Bhal Shares
Family Trust
Raghav Raghav Equity 25,000 1 Gift Nil
Chandra Chandra Shares
Musaddi
Trust
Varun Varun Equity 25,000 1 Gift Nil
Khaitan Khaitan Shares
Family Trust
August 24, Internet Fund Ultratopcolux Series E 3,650 10 Cash 240,000.00
2025 V Pte. Ltd. SCSp CCPS
Accel India Naspers Series A 3,621 10 Cash 240,519.09
IV Ventures CCPS
(Mauritius) B.V.
Limited

138
 2. Shares issued for consideration other than cash

Our Company has not issued any Equity Shares for consideration other than cash since its incorporation.

3. Issue of shares pursuant to schemes of arrangement through sections 230 to 234 of the Companies Act, 2013

Our Company has not allotted any equity shares or preference shares pursuant to any scheme approved under
Sections 230 to 234 of the Companies Act, 2013.

4. Shares issued out of revaluation reserves

Our Company has not issued any shares out of revaluation reserves since its incorporation.

5. Issue of Equity Shares at a price lower than the Offer Price in the last year (excluding bonus issue)

Our Company has not issued any Equity Shares which may be lower than the Offer Price (excluding bonus
issue) during the period of one year preceding the date of this Red Herring Prospectus.

6. Issue of equity shares under employee stock option schemes

For details of equity shares issued by our Company pursuant to the exercise of options which have been granted
under the ESOP – 2015, see “ – Notes to Capital Structure – History of Equity Share capital of our Company”
above.

7. History of the share capital held by the Promoters

As on the date of this Red Herring Prospectus, our Promoters hold, in aggregate, 293,287,500 Equity Shares
which constitutes 19.95 % of the subscribed and paid-up share capital of our Company, on a fully diluted basis*.
*
Percentage of Equity Share capital on a fully diluted basis, including those which will result upon exercise of
vested options under the ESOP Scheme.

All the Equity Shares held by our Promoters are in dematerialised form.

a) Build-up of Promoters’ shareholding in our Company

Set forth below is the share build-up of our Promoters since incorporation of our Company:

Date of Number of Face value Issue/ Nature of Nature of % of the % of the % of the
allotment equity per equity acquisition/ consideration transaction pre-Offer pre-Offer post-
/ transfer shares share (₹) transfer equity share equity share Offer
allotted/tran price per capital capital (on a equity
sferred equity fully diluted share
share (₹) basis)* capital
Abhiraj Singh Bhal
December 4,000 10 10 Cash Initial subscription Negligible^ Negligible^ [●]
23, 2014 to the
Memorandum of
Association
Pursuant to the resolutions passed by our board dated June 17, 2015 and shareholders dated July 13, 2015, respectively, the authorised share
capital of our Company was sub-divided from 12,891 equity shares of face value of ₹ 10 each into 128,910 Equity Shares of face value of
₹1 each.
May 14, 5,764 1 61,863@ Cash Rights issue Negligible^ Negligible^ [●]
2019
June 29, 4,649 1 61,863@ Cash Rights issue Negligible^ Negligible^ [●]
2019
September (216) 1 265,535 Cash Transfer of Equity Negligible^ Negligible^ [●]
30, 2021 Shares to VYC23
Limited
September (1,821) 1 220,000 Cash Transfer of Equity Negligible^ Negligible^ [●]
11, 2024 Shares to
DharanaUC
Limited
(11) 1 200,000 Cash Transfer of Equity Negligible^ Negligible^ [●]

139
 Date of Number of Face value Issue/ Nature of Nature of % of the % of the % of the
allotment equity per equity acquisition/ consideration transaction pre-Offer pre-Offer post-
/ transfer shares share (₹) transfer equity share equity share Offer
allotted/tran price per capital capital (on a equity
sferred equity fully diluted share
share (₹) basis)* capital
Shares to VY
Dharana EM
Technology Fund
L.P. (now known as
Dharana Fund, L.P.
)
October 4, (1,886) 1 220,000 Cash Transfer of Equity Negligible^ Negligible^ [●]
2024 Shares to Naspers
Ventures B.V.
December (3,150) 1 241,587.92 Cash Transfer of Equity Negligible^ Negligible^ [●]
9, 2024 Shares to Arohi
Seed SPC - Arohi
Seed SP-1
December (3,500) 1 241,702.20 Cash Transfer of Equity Negligible^ Negligible^ [●]
9, 2024 Shares to Naspers
Ventures B.V.
January (714) 1 240,916.53 Cash Transfer of Equity Negligible^ Negligible^ [●]
16, 2025 Shares to
DharanaUC
Limited
February 97,748,385 1 N.A. N.A. Bonus issue of 7.03 6.65 [●]
13, 2025 Equity Shares in
the ratio of 2,499
Equity Shares for
every one Equity
Share held(1)
March 30, (25,000) 1 Nil Gift Transfer of Equity Negligible^ Negligible^ [●]
2025 Shares to Abhiraj
Singh Bhal Family
Trust as gift
Total (A) 97,762,500 7.03 6.65 [●]
Raghav Chandra
December 4,000 10 10 Cash Initial subscription Negligible^ Negligible^ [●]
23, 2014 to the
Memorandum of
Association
Pursuant to the resolutions passed by our board dated June 17, 2015 and shareholders dated July 13, 2015, respectively, the authorised share
capital of our Company was sub-divided from 12,891 equity shares of face value of ₹ 10 each into 128,910 Equity Shares of face value of
₹1 each.
May 14, 5,764 1 61,863@ Cash Rights issue Negligible^ Negligible^ [●]
2019
June 29, 4,649 1 61,863@ Cash Rights issue Negligible^ Negligible^ [●]
2019
September (18) 1 265,535 Cash Transfer of Equity Negligible^ Negligible^ [●]
30, 2021 Shares to QED
Innovation Labs
LLP
September (198) 1 265,535 Cash Transfer of Equity Negligible^ Negligible^ [●]
30, 2021 Shares to Mekin
Maheshwari
September (1,820) 1 220,000 Cash Transfer of Equity Negligible^ Negligible^ [●]
11, 2024 Shares to
DharanaUC
Limited
(11) 1 200,000 Cash Transfer of Equity Negligible^ Negligible^ [●]
Shares to VY
Dharana EM
Technology Fund
L.P. (now known as
Dharana Fund,

140
 Date of Number of Face value Issue/ Nature of Nature of % of the % of the % of the
allotment equity per equity acquisition/ consideration transaction pre-Offer pre-Offer post-
/ transfer shares share (₹) transfer equity share equity share Offer
allotted/tran price per capital capital (on a equity
sferred equity fully diluted share
share (₹) basis)* capital
L.P.)
October 4, (1,887) 1 220,000 Cash Transfer of Equity Negligible^ Negligible^ [●]
2024 Shares to Naspers
Ventures B.V.
December (3,150) 1 241,587.92 Cash Transfer of Equity Negligible^ Negligible^ [●]
9, 2024 Shares to Arohi
Seed SPC - Arohi
Seed SP-1
(3,500) 1 241,645.06 Cash Transfer of Equity Negligible^ Negligible^ [●]
Shares to Naspers
Ventures B.V.
January (497) 1 240,916.53 Cash Transfer of Equity Negligible^ Negligible^ [●]
16, 2025 Shares to
DharanaUC
Limited
(134) 1 240,916.53 Cash Transfer of Equity Negligible^ Negligible^ [●]
Shares to VY
Dharana EM
Technology Fund
L.P. (now known as
Dharana Fund,
L.P.)
January (8) 1 240,000.00 Cash Transfer of Equity Negligible^ Negligible^ [●]
21, 2025 Shares to Sanjiv
Rangrass
February (38) 1 240,000.00 Cash Transfer of Equity Negligible^ Negligible^ [●]
13, 2025 Shares to
Venturesail
Through LLP
February (37) 1 240,000.00 Cash Transfer of Equity Negligible^ Negligible^ [●]
13, 2025 Shares to Sri
Harsha Majety
February 97,748,385 1 N.A. N.A. Bonus issue of 7.03 6.65 [●]
13, 2025 Equity Shares in
the ratio of 2,499
Equity Shares for
every one Equity
Share held(1).
March 30, (25,000) 1 Nil Gift Transfer of Equity Negligible^ Negligible^ [●]
2025 Shares to Raghav
Chandra Musaddi
Trust as gift
Total (B) 97,762,500 7.03 6.65 [●]
Varun Khaitan
December 4,000 10 10 Cash Initial subscription Negligible^ Negligible^ [●]
23, 2014 to the
Memorandum of
Association
Pursuant to the resolutions passed by our board dated June 17, 2015 and shareholders’ resolution dated July 13, 2015, respectively, the
authorised share capital of our Company was sub-divided from 12,891 equity shares of face value of ₹ 10 each into 128,910 Equity Shares
of face value of ₹1 each.
May 14, 5,764 1 61,863@ Cash Rights issue Negligible^ Negligible^ [●]
2019
June 29, 4,649 1 61,863@ Cash Rights issue Negligible^ Negligible^ [●]
2019
September (216) 1 265,535 Cash Transfer of Equity Negligible^ Negligible^ [●]
30, 2021 Shares to VYC23
Limited
September (1,820) 1 220,000 Cash Transfer of Equity Negligible^ Negligible^ [●]
11, 2024 Shares to

141
 Date of Number of Face value Issue/ Nature of Nature of % of the % of the % of the
allotment equity per equity acquisition/ consideration transaction pre-Offer pre-Offer post-
/ transfer shares share (₹) transfer equity share equity share Offer
allotted/tran price per capital capital (on a equity
sferred equity fully diluted share
share (₹) basis)* capital
DharanaUC
Limited
(11) 1 200,000 Cash Transfer of Equity Negligible^ Negligible^ [●]
Shares to VY
Dharana EM
Technology Fund
L.P. (now known as
Dharana Fund,
L.P.)
October 4, (1,887) 1 220,000 Cash Transfer of Equity Negligible^ Negligible^^ [●]
2024 Shares to Naspers
Ventures B.V.
December (3,150) 1 241,587.92 Cash Transfer of Equity Negligible^ Negligible^ [●]
9, 2024 Shares to Arohi
Seed SPC - Arohi
Seed SP-1
(3,500) 1 241,702.20 Cash Transfer of Equity Negligible^ Negligible^ [●]
Shares to Naspers
Ventures B.V.
January (714) 1 2,40,916.53 Cash Transfer of Equity Negligible^ Negligible^ [●]
16, 2025 Shares to
DharanaUC
Limited
February 97,748,385 1 N.A. N.A. Bonus issue of 7.03 6.65 [●]
13, 2025 Equity Shares in
the ratio of 2,499
Equity Shares for
every one Equity
Share held(1).
March 30, (25,000) 1 Nil Gift Transfer of Equity Negligible^ Negligible^ [●]
2025 Shares to Varun
Khaitan Family
Trust as gift
Total (C) 97,762,500 7.03 6.65 [●]
Total (A 293,287,500 21.09 19.95 [●]
+B+C)
*
The percentage of Equity Share capital on a fully diluted basis, including those which will result upon exercise of vested options under the ESOP
Schemes.
^Negligible denotes less than or equal to 0.01%.
@
These Equity Shares of face value ₹1 each were allotted on a partly paid-up basis with ₹ 0.50 per Equity Share. These were subsequently made fully
paid-up on June 20, 2024, June 22, 2024, June 27, 2024, November 9, 2024 and November 26, 2024. Accordingly, these Equity Shares were fully
paid-up as on the date of the Draft Red Herring Prospectus and this Red Herring Prospectus.
(1)
Allotment of Equity Shares by way of bonus issue to such holders of Equity Shares of our Company, whose name appears in the list of beneficial
owners on the record date, i.e., February 12, 2025.

b) Shareholding of our Promoters and members of our Promoter Group

Pre -Offer Post- Offer

Percentage of
Percentage of
Face value pre-Offer Equity Number of
Name post-Offer
Number of Equity Shares per Equity Share capital, on Equity
Equity Share
Share (₹) a fully diluted Shares
capital (%)
basis* (%)
Promoters
Abhiraj Singh 97,762,500 1 6.65 [●] [●]
Bhal
Raghav Chandra 97,762,500 1 6.65 [●] [●]
Varun Khaitan 97,762,500 1 6.65 [●] [●]
Members of our Promoter Group
Abhiraj Singh 25,000 1 Negligible^ [●] [●]

142
 Pre -Offer Post- Offer
Percentage of
Percentage of
Face value pre-Offer Equity Number of
Name post-Offer
Number of Equity Shares per Equity Share capital, on Equity
Equity Share
Share (₹) a fully diluted Shares
capital (%)
basis* (%)
Bhal Family
Trust
Raghav Chandra 25,000 1 Negligible^ [●] [●]
Musaddi Trust
Varun Khaitan 25,000 1 Negligible^ [●] [●]
Family Trust
Total 293,362,500 1 19.95 [●] [●]
*
The percentage of Equity Share capital on a fully diluted basis, including those which will result upon exercise of vested options under the ESOP
Schemes.
^
Negligible denotes less than or equal to 0.01%.

(d) Details of minimum Promoters’ contribution and lock in

Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-
Offer Equity Share capital of our Company held by our Promoters shall be considered as minimum promoters’
contribution and locked-in for a period of eighteen months or any other period as may be prescribed under applicable
law, from the date of Allotment (“Minimum Promoters Contribution”).

As on the date of this Red Herring Prospectus our Promoters hold in aggregate 293,287,500 Equity Shares which
constitutes 19.95% of the subscribed and paid-up share capital of our Company on a fully diluted basis pre-Offer
(including Equity Shares which will result upon exercise of vested options under the ESOP Scheme). Since, post-
Offer, the shareholding of our Promoters will be less than 20% of the post-Offer Equity Share capital of our Company,
which is less than the requisite shareholding required for complying with minimum promoter’s contribution,
therefore, in accordance with Regulation 14 of the SEBI ICDR Regulations, VYC11 Limited, one of our Shareholders
which will hold at least 5% of post-Offer Equity Share capital of our Company shall contribute [●]^ Equity Shares
(“PC Shortfall Shares”) towards the shortfall in Minimum Promoter’s Contribution, pursuant to its consent letter
dated April 28, 2025, read with the consent letter dated [●], 2025.

^
Number has been intentionally left blank and will be filled in once the Offer Price is finalised in the Prospectus to
be filed with the RoC.

The PC Shortfall Shares constitute [●]% of the subscribed and paid-up share capital of our Company, on a fully
diluted basis post-Offer towards the shortfall in Minimum Promoter’s Contribution subject to a maximum aggregate
contribution of 10% of the post-Offer paid-up equity share capital of our Company. VYC11 Limited, is not, and has
not been at any time, identified as a Promoter of our Company. VYC11 shall not be identified as our Promoter,
pursuant to its contribution towards the PC Shortfall Shares.

Our Promoters and VYC11 Limited have, severally and not jointly, given their respective consent to include such
number of Equity Shares held by them, in aggregate, as may constitute 20% of the fully diluted post-Offer Equity
Share capital of our Company as Minimum Promoter’s Contribution. Our Promoters and VYC11 Limited have agreed
not to sell, transfer, pledge, lien or otherwise encumber in any manner the Promoters’ Contribution from the date of
the Draft Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such other time as
required under SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations.

The details of Equity Shares held by our Promoters and VYC11 Limited, which will be locked-in for minimum
Promoters’ contribution for a period of eighteen months or such other period as prescribed under the SEBI ICDR
Regulations from the date of Allotment as Promoters’ Contribution are as provided below:

Name of the Number Number of Date of Face value Allotment/ Nature of %of the
Promoter/Shareholder of Equity Equity allotment/ per Equity Acquisitio transactio post-Offer
Shares Shares transfer# Share (₹) n price per n paid-up
held locked-in** Equity Capital^
Share (₹)
Promoters
Abhiraj Singh Bhal [●] [●] [●] [●] [●] [●] [●]
Raghav Chandra [●] [●] [●] [●] [●] [●] [●]
Varun Khaitan [●] [●] [●] [●] [●] [●] [●]

143
 Name of the Number Number of Date of Face value Allotment/ Nature of %of the
Promoter/Shareholder of Equity Equity allotment/ per Equity Acquisitio transactio post-Offer
Shares Shares transfer# Share (₹) n price per n paid-up
held locked-in** Equity Capital^
Share (₹)
Shareholder
VYC11 Limited [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●] [●] [●] [●]
Note: To be updated at the Prospectus stage.
#
Equity Shares were fully paid-up as on the date of allotment/acquisition.
** Subject to finalisation of Basis of Allotment.
^ The percentage of Equity Share capital on a fully diluted basis, including those which will result upon exercise of vested options under the
ESOP Schemes.

Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible for
computation of Promoters’ Contribution under Regulation 15 of the SEBI ICDR Regulations. For details of the build-
up of the share capital held by our Promoters, see “-History of the Share capital held by the Promoter” beginning
on page 139. In particular, these Equity Shares do not and shall not consist of:

(i) Equity Shares acquired during the immediately preceding three years preceding the date of the Draft Red
Herring Prospectus (a) for consideration other than cash and revaluation of assets or capitalisation of
intangible assets, or (b) as a result of bonus shares issued by utilization of revaluation reserves or unrealised
profits or from bonus issue against Equity Shares which are otherwise ineligible for computation of
Promoters’ Contribution;

(ii) Equity Shares acquired or subscribed to during the one year preceding the date of the Draft Red Herring
Prospectus, at a price lower than the price at which the Equity Shares are being offered to the public in the
Offer;

(iii) Our Company has not been formed by the conversion of one or more partnership firms or a limited liability
partnership firm and hence, the Equity Shares have not been issued in the one year immediately preceding
the date of the Draft Red Herring Prospectus pursuant to conversion from a partnership firm or limited
liability partnership; and

(iv) Equity Shares held by the Promoters that are subject to any pledge or any other form of encumbrance.

(v) In respect of the Equity Shares which will be offered by VYC11 Limited for meeting the shortfall in the
Minimum Promoter’s Contribution, it is confirmed that such Equity Shares:

(a) have not been acquired for consideration other than cash and no revaluation of assets or capitalization
of intangible assets was involved in such transaction, during the last three preceding years;

(b) did not result from a bonus issue by utilisation of revaluation reserves or unrealised profits of the
Company or from bonus issue against equity shares which are ineligible for Promoters’ Contribution,
during the last three preceding years;

(c) are not subject to any pledge or any other encumbrance;

(d) are held in dematerialized form; and

(e) have not been acquired during the preceding year.

8. Details of share capital locked-in for six months or any other period as may be prescribed under applicable
law

In terms of Regulation 17 of the SEBI ICDR Regulations, except for:

(i) The Minimum Promoter’s Contribution and any Equity Shares held by our Promoters and VYC11 Limited
in excess of Promoters’ Contribution, which shall be locked in as above for a period of six months;

(ii) Equity Shares allotted by our Company to such persons as permitted under the SEBI SBEB & SE
Regulations, whether currently an employee or not and including the legal heirs or nominees of any
deceased employees or ex-employees, under an employee stock option prior to the Offer;

144
 (iii) Offered Shares successfully transferred by the Selling Shareholders pursuant to the Offer for Sale; and

(iv) Equity Shares held by a VCF or Category I AIF or Category II AIF or FVCI,

the entire pre-Offer Equity Share capital of our Company, shall, unless otherwise permitted under the SEBI ICDR
Regulations, be locked-in for a period of six months from the date of Allotment in the Offer, in accordance with
Regulation 17(c) of the SEBI ICDR Regulations or any other period as may be prescribed under applicable law.
Accordingly, the Equity Shares held by a venture capital fund or alternative investment fund of category I or category
II or foreign venture capital investor, are required to be locked-in for a period of six months from the respective dates
of their purchase.

As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the
Equity Shares locked-in are recorded by the relevant Depository.

In terms of Regulation 21 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters which are locked-
in as per Regulation 16 of the SEBI ICDR Regulations, may be pledged only with scheduled commercial banks or
public financial institutions or systemically important non-banking finance companies or deposit taking housing
finance companies as collateral security for loans granted by such entity, provided that such pledge of the Equity
Shares is one of the terms of the sanctioned loan. However, such lock-in will continue pursuant to any invocation of
the pledge and the transferee of the Equity Shares pursuant to such invocation shall not be eligible to transfer the
Equity Shares until the expiry of the lock-in period stipulated above.

In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are locked-in
pursuant to Regulation 16 of the SEBI ICDR Regulations, may be transferred amongst our Promoters or any member
of our Promoter Group or to any new promoter, subject to continuation of lock-in in the hands of the transferees for
the remaining period and compliance with provisions of the Takeover Regulations, as applicable and such transferee
shall not be eligible to transfer them till the lock-in period stipulated in SEBI ICDR Regulations has expired. The
Equity Shares held by persons other than our Promoters and locked-in for a period of six months from the date of
Allotment in the Offer, may be transferred to any other person holding Equity Shares which are locked-in, subject to
the continuation of the lock-in in the hands of the transferee for the remaining period and compliance with the
provisions of the Takeover Regulations.

9. Lock-in of Equity Shares to be Allotted, if any, to the Anchor Investors

50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a
period 90 days from the date of Allotment and the remaining 50% shall be locked-in for a period of 30 days from the
date of Allotment.

145
10. Our shareholding pattern

The table below represents the shareholding pattern of our Company as on the date of this Red Herring Prospectus:

Categor Category of Number of Number of Numbe Number Total Shareholdin Number of Voting Rights held in each Number of Shareholding Number of Number of Number of
y shareholde shareholder fully paid up r of of shares number of g as a % of class of securities Equity , as a % Locked in Equity Shares Equity Shares
(I) r s (III) Equity Partly underlyin shares held total number (IX) shares assuming full Equity Shares pledged or held in
(II) Shares held paid-up g (VII) of shares Underlying conversion of (XII) otherwise dematerialize
(IV) Equity Depositor =(IV)+(V)+ (calculated Outstandin convertible encumbered d form
Shares y Receipts (VI) as per g securities (as (XIII) (XIV)
held (VI) SCRR, 1957) Number of voting rights Total convertible a percentage Numbe As a Numbe As a
(V) (VIII) As a Class eg: Class Total as a securities of diluted r (a) % of r (a) % of
% of Equity eg: % of (including share capital) total total
(A+B+C2) Shares Other (A+B Warrants) (XI)= Share Share
s + C) (X) (VII)+(X) As s held s held
a % of (b) (b)
(A+B+C2)
(A) Promoters 6 293,362,500 0 0 293,362,500 21.10 293,362,500 0 293,362,500 21.10 0 19.95% 0 0 0 0 293,362,500
and
Promoter
Group
(B) Public 51 1,096,690,95 0 0 1,096,690,95 78.90 1,096,690,95 0 1,096,690,95 78.90 80,736,850 # 80.05% 0 0 0 0 1,096,690,950
0 0 0 0
(C) Non 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Promoter-
Non Public
(C1) Shares 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
underlying
DRs
(C2) Shares held 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
by
Employee
Trusts
Total 57 1,390,053,45 0 0 1,390,053,45 100.00 1,390,053,45 0 1,390,053,45 100.00 80,736,850 # 100.00 0 0 0 0 1,390,053,450
0 0 0 0
#
These relate to the number of Equity Shares upon exercise of vested options under the ESOP Schemes.

146
11. Shareholding of our Directors, Key Managerial Personnel in our Company

Except as stated below, none of our Directors or Key Managerial Personnel or Senior Management hold any
Equity Shares or employee stock options in our Company.

Name Number of Equity Number of Vested Options % of pre-Offer Equity

Shares held as on the date of this Red Share capital on a fully
Herring Prospectus diluted basis (%)*
Directors
Abhiraj Singh Bhal 97,762,500 N.A. 6.65
Raghav Chandra 97,762,500 N.A. 6.65
Varun Khaitan 97,762,500 N.A. 6.65
Vamsi Krishna 300,000 N.A. 0.02
Duvvuri
Ireena Vittal 80,000 N.A. Negligible**
Key Managerial Personnel
Sonali Singh Nil Nil Nil
Abhay Krishna Nil 1,228 0.21
Mathur
Senior Management
Mukund Kulashekaran Nil 4,476.00 0.76
Kanav Arora Nil 1,639.00 0.28
Rahul Teotia Nil 215.50 0.04
Nitesh Agarwal Nil 391.00 0.07
Richa Mohanty Rao Nil 62.16 Negligible**
Neha Mathur Nil 455.64 0.08
*
The percentage of Equity Share capital on a fully diluted basis, including those which will result upon exercise of vested options under
the ESOP Schemes.
**
Negligible denotes less than or equal to 0.01.

For further details on the stock options held by our Directors and Key Managerial Personnel and Senior
Management Personnel, see “ – Notes to Capital Structure – Employee Stock Option Schemes” beginning
on page 151.

12. As on the date of this Red Herring Prospectus, our Company has 57 equity shareholders.

13. Details of shareholding of the major shareholders of our Company

(a) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our
Company as on the date of this Red Herring Prospectus:

Pre-Offer
S. Shareholder Number of Equity Shares^ Percentage of pre-Offer Equity
No. Share capital (on a fully diluted
basis) (%)*
1. Elevation Capital V Limited 158,988,090 10.81
(formerly known as SAIF
Partners India V Limited)
2. Accel India IV (Mauritius) 145,619,930 9.90
Limited
3. VYC11 Limited 134,554,410 9.15
4. Naspers Ventures B.V. 108,158,750 7.35
5. Steadview Capital Mauritius 99,670,800 6.78
Limited
6. Abhiraj Singh Bhal 97,762,500 6.65
7. Varun Khaitan 97,762,500 6.65
8. Raghav Chandra 97,762,500 6.65
9. Bessemer India Capital 94,706,800 6.44
Holdings II Ltd.
10. Internet Fund V Pte. Ltd. 60,837,210 4.14
11. Think Investments PCC 43,792,340 2.98
12. Arohi Seed SPC - Arohi Seed 43,751,540 2.97
SP-1

147
 Pre-Offer
S. Shareholder Number of Equity Shares^ Percentage of pre-Offer Equity
No. Share capital (on a fully diluted
basis) (%)*
13. Wellington Hadley Harbor AIV 31,778,560 2.16
Master Investors (Cayman) III,
Ltd
14. DharanaUC Limited 31,037,500 2.11
15. VYC23 Limited 30,670,970 2.09
16. Dharana Fund, L.P. (formerly 23,610,000 1.61
known as VY Dharana EM
Technology Fund L.P.)
17. DF International Partners V, 20,302,830 1.38
LLC
18. ABG Capital 19,610,090 1.33
19. DF International Partners II, 17,653,000 1.20
LLC
*
The percentage of Equity Share capital on a fully diluted basis, including those which will result upon exercise of vested options under
the ESOP Schemes.
^ Includes the Equity Shares that resulted upon conversion of Preference Shares pursuant to a resolution of the Board of Directors dated

August 24, 2025.

(b) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our
Company as of 10 days prior to the date of this Red Herring Prospectus:

Pre-Offer
S. Number of Equity Percentage of pre-Offer
Number of Equity
No. Shareholder Shares on a fully Equity Share capital (on a
Shares
diluted basis fully diluted basis)(%)*
1. Elevation Capital V 11,212,500 158,988,090 10.81
Limited (formerly
known as SAIF
Partners India V
Limited)
2. Accel India IV 12,295,000 154,056,860 10.48
(Mauritius) Limited
3. VYC11 Limited 1,565,000 134,554,410 9.15
4. Steadview Capital 7,030,000 99,670,800 6.78
Mauritius Limited
5. Naspers Ventures 44,585,000 99,721,820 6.78
B.V.
6. Abhiraj Singh Bhal 97,762,500 97,762,500 6.65
7. Varun Khaitan 97,762,500 97,762,500 6.65
8. Raghav Chandra 97,762,500 97,762,500 6.65
9. Bessemer India 9,172,500 94,706,800 6.44
Capital Holdings II
Ltd.
10. Internet Fund V Pte. 2,260,000 69,341,710 4.72
Ltd.
11. Think Investments 3,255,000 43,792,340 2.98
PCC
12. Arohi Seed SPC - 23,625,000 43,751,540 2.98
Arohi Seed SP-1
13. Wellington Hadley 2,240,000 31,778,560 2.16
Harbor AIV Master
Investors (Cayman)
III, Ltd
14. DharanaUC Limited 31,037,500 31,037,500 2.11
15. VYC23 Limited 4,402,500 30,670,970 2.09
16. Dharana Fund, L.P. 23,610,000 23,610,000 1.61
(formerly known as
VY Dharana EM
Technology Fund
L.P.)

148
 Pre-Offer
S. Number of Equity Percentage of pre-Offer
Number of Equity
No. Shareholder Shares on a fully Equity Share capital (on a
Shares
diluted basis fully diluted basis)(%)*
17. DF International 3,892,500 20,302,830 1.38
Partners V, LLC
18. ABG Capital 1,382,500 19,610,090 1.33
19. DF International 1,245,000 17,653,000 1.20
Partners II, LLC
*
The percentage of Equity Share capital on a fully diluted basis, including those which will result upon conversion of preference
shares and exercise of vested options under the ESOP Schemes.

(c) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our
Company as of one year prior to the date of this Red Herring Prospectus:

Pre-Offer
S. Number of Equity Percentage of pre-Offer
Number of Equity
No. Shareholder Shares on a fully Equity Share capital (on a
Shares
diluted basis fully diluted basis) (%)*
1. Accel India IV 4,918 69,745 12.16
(Mauritius) Limited
2. Elevation Capital V 4,485 63,596 11.09
Limited (formerly
known as SAIF
Partners India V
Limited)
3. VYC11 Limited 626 53,822 9.39
4. Bessemer India 3,669 51,798 9.03
Capital Holdings II
Ltd.
5. Abhiraj Singh Bhal 50,197 50,197 8.17
6. Varun Khaitan 50,197 50,197 8.17
7. Raghav Chandra 50,197 50,197 8.17
8. Steadview Capital 2,812 39,868 6.95
Mauritius Limited
9. Internet Fund V Pte. 2,206 31,267 5.45
Ltd.
10. Naspers Ventures 1,674 23,728 4.14
B.V.
11. Wellington Hadley 896 12,711 2.22
Harbor AIV Master
Investors (Cayman)
III, Ltd
12. VYC23 Limited 1,761 12,269 2.14
13. Dharana Fund, 8,144 8,144 1.42
L.P.(formerly known
as VY Dharana EM
Technology Fund
L.P.)
14. DF International 1,557 8,121 1.42
Partners V, LLC
15. ABG Capital 553 7,844 1.37
16. DF International 498 7,061 1.23
Partners II, LLC
*
The percentage of Equity Share capital on a fully diluted basis, including those which will result upon conversion of preference shares
and exercise of vested options under the ESOP Schemes.

149
 (d) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our
Company as of two years prior to the date of this Red Herring Prospectus:

Pre-Offer
S. Number of Equity Percentage of pre-Offer
Number of Equity
No. Shareholder Shares on a fully Equity Share capital (on a
Shares
diluted basis fully diluted basis)*
1. Accel India IV 4,918 69,745 12.40
(Mauritius) Limited
2. Elevation Capital V 4,485 63,596 11.31
Limited (formerly
known as SAIF
Partners India V
Limited)
3. VYC11 Limited 626 53,822 9.57
4. Bessemer India 3,669 51,798 9.21
Capital Holdings II
Ltd.
5. Abhiraj Singh Bhal 50,197 50,197 8.00
6. Varun Khaitan 50,197 50,197 8.00
7. Raghav Chandra 50,197 50,197 8.00
8. Steadview Capital 2,812 39,868 7.09
Mauritius Limited
9. Internet Fund V Pte. 2,206 31,267 5.56
Ltd.
10. Naspers Ventures 1,674 23,728 4.22
B.V.
11. Wellington Hadley 896 12,711 2.26
Harbor AIV Master
Investors (Cayman)
III, Ltd
12. VYC23 Limited 1,761 12,269 2.18
13. DF International 1,557 8,121 1.44
Partners V, LLC
14. ABG Capital 553 7,844 1.39
15. DF International 498 7,061 1.26
Partners II, LLC
*
The percentage of Equity Share capital on a fully diluted basis, including those which will result upon conversion of preference
shares and exercise of vested options under the ESOP Schemes.

14. There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our
Directors and their relatives have financed the purchase by any other person of securities of our Company
during the period of six months immediately preceding the date of filing of the Draft Red Herring Prospectus
and this Red Herring Prospectus.

15. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangement for purchase
of the Equity Shares being offered through the Offer.

16. The Equity Shares are fully paid-up, and there were no and there are no partly paid-up Equity Shares as on
the date of the Draft Red Herring Prospectus and this Red Herring Prospectus, respectively. The Equity
Shares to be issued or transferred pursuant to the Offer shall be fully paid-up at the time of Allotment.

17. None of our BRLMs and their respective associates (as defined under the SEBI Merchant Bankers
Regulations) hold any Equity Shares of face value of ₹1 each in our Company as on the date of this Red
Herring Prospectus.

18. As of the date of this Red Herring Prospectus, none of the BRLMs is an associate (as defined in the SEBI
Merchant Bankers Regulations) of our Company.

19. As on the date of this Red Herring Prospectus, the BRLMs and their respective associates (as defined in the
SEBI Merchant Bankers Regulations) do not hold any Equity Shares of our Company. The BRLMs and their
respective associates and affiliates in their capacity as principals or agents may engage in transactions with,
and perform services for, our Company and its respective directors and officers, partners, trustees, affiliates,
associates or third parties in the ordinary course of business and have engaged, or may in the future engage,

150
 in commercial banking and investment banking transactions with our Company and each of its respective
directors and officers, partners, trustees, affiliates, associates or third parties, for which they have received,
and may in the future receive, compensation.

20. Except for employee stock options granted pursuant to the ESOP – 2015 and ESOP – 2022, there are no
outstanding warrants, options or rights to convert debentures, loans or other instruments into, or which would
entitle any person any option to receive Equity Shares of our Company, as on the date of this Red Herring
Prospectus.

21. No person connected with the Offer, including, but not limited to, our Company, each of the Selling
Shareholders, the members of the Syndicate, or our Directors, shall offer any incentive, whether direct or
indirect, in any manner, whether in cash or kind or services or otherwise to any Bidder for making a Bid.

22. Except for the allotment of specified securities pursuant to the (i) Fresh Issue, (ii) conversion of Preference
Shares, and (iii) exercise of employee stock options under ESOP – 2015 and ESOP – 2022, there has not
been and will be no further issue of specified securities whether by way of issue of bonus shares, preferential
allotment, rights issue or in any other manner during the period commencing from the date of filing of the
Draft Red Herring Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges
or all application monies have been refunded, as the case may be.

23. Except for the Equity Shares to be allotted pursuant to the Fresh Issue, exercise of employee stock options
under ESOP – 2015 and ESOP – 2022 there is no proposal or intention, negotiations or consideration by our
Company to alter its capital structure by way of split or consolidation of the specified securities on a
preferential basis or issue of bonus or rights or further public offer of such securities, within a period of six
months from the Bid/Offer Opening Date.

24. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise
permitted by law.

25. Our Company has been in compliance with the Companies Act, 2013, to the extent applicable, with respect
to issuance of securities from the date of incorporation of our Company till the date of filing of this Red
Herring Prospectus.

26. Our Company will comply with such disclosure and accounting norms as may be specified by SEBI from
time to time.

27. [●] Equity Shares of face value of ₹ 1 each aggregating up to ₹ 25 million (which shall not exceed 5% of
the post-Offer equity share capital of our Company) shall be reserved for allocation to Eligible Employees
under the Employee Reservation Portion, subject to valid Bids being received at or above the Offer Price
(net of employee discount, if any) as applicable for the Employee Reservation Portion. Only Eligible
Employees would be eligible to apply in the Offer under the Employee Reservation Portion. Bids by Eligible
Employees can also be made in the Net Offer and such Bids shall not be treated as multiple Bids. Unless the
Employee Reservation Portion is undersubscribed, the value of allocation to an Eligible Employee shall not
exceed ₹ 200,000 (net of employee discount, if any). In the event of undersubscription in the Employee
Reservation Portion, the unsubscribed portion may be allocated, on a proportionate basis, to Eligible
Employees for value exceeding ₹ 200,000 (net of employee discount, if any) up to ₹ 500,000 (net of
employee discount, if any).

28. All transactions in specified securities between our Promoters and members of our Promoter Group between
the date of filing of the Draft Red Herring Prospectus and the date of closing of the Offer shall be reported
to the Stock Exchanges within 24 hours of such transactions.

29. Employee Stock Option Schemes

Our Company has two ESOP schemes, namely Employee Stock Option Scheme 2015 (“ESOP - 2015”) and
Employee Stock Option Scheme 2022 (“ESOP - 2022”). The options under ESOP-2015 and ESOP-2022
have been granted in compliance with the relevant provisions of the Companies Act, 2013 and have been
granted only to the employees of our Company and our Subsidiaries.

151
 ESOP 2015

ESOP - 2015 was approved pursuant to a Board resolution dated July 1, 2015 and Shareholder’s resolution
dated July 25, 2015. ESOP – 2015 was amended pursuant to a Board resolution dated December 20, 2024
and Shareholder’s resolution dated January 31, 2025.

Under ESOP - 2015, an aggregate of 92,037.82 options (convertible to 230,094,550 Equity Shares) have
been granted, an aggregate of 30,913.24 options (convertible to 77,283,100 Equity Shares) have been vested
(net of options exercised) and an aggregate of 16,992 options (converted into 42,480,000 Equity Shares)
have been exercised as on the date of this Red Herring Prospectus.

The total number of Equity Shares which can be issued pursuant to ESOP – 2015 and ESOP – 2022 is
141,207,500.

The following table sets forth the particulars of ESOP - 2015 during the last three Financial Years, the three
months periods ended June 30, 2025 and as on the date of this Red Herring Prospectus:

Particulars From July 1, From April Fiscal 2025 Fiscal 2024 Fiscal 2023
2025 till the 1, 2025 to
date of the June 30,
filing of this 2025
Red Herring
Prospectus
Options Granted 4,602.73 596.24 7,532.03 5,072.97 7,810.24
No of Employees to whom 2,028
options were granted
Exercise price of Options ₹ 1 or ₹ 2,500
Options vested Cumulative 30,913.24 29,450.03 28,940.13 34,856.17 29,535.17
(excluding options that have
been exercised)
Options exercised - - 10,664.00 217.00 20.00
Total no. of Equity Shares 117,461,750 106,642,250 106,273,175 120,605,625 113,677,050
that would arise as a result
of full exercise of options
granted (net of cancelled
options)^
Options 274.93 448.61 2,601.01 2,084.54 4,806.00
forfeited/lapsed/cancelled
Vesting period 1-4 Years
Variation in terms of N.A. N.A. N.A. N.A. N.A.
options
Money realized by exercise 0.00 0.00 1.06 0.00 0.00
of the options (₹ in million)
Total no. of options in force 46,984.70 42,656.90 42,509.27 48,242.25 45,470.82
Employee-wise details of
options granted to:
(i) Senior Name of Key Managerial Personnel and Senior Total no. of options
managerial Management granted
personnel
Kanav Arora 2,360.00
(i.e.
Directors Mukund Kulashekaran 5,151.00
and Key Rahul Teotia 668.00
Management
Nitesh Agarwal 1,368.16
Personnel)
Abhay Krishna Mathur 1,863.00
Neha Mathur 530.64
Richa Mohanty Rao 249.32
Sonali Singh 30.00
(ii) Any other Amit Das – Nil Nil Nil Mukund
employee 1,485 Kulashekaran -
who 2,000,
receives a Abhay Krishna
grant in any Mathur – 1,004

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 Particulars From July 1, From April Fiscal 2025 Fiscal 2024 Fiscal 2023
2025 till the 1, 2025 to
date of the June 30,
filing of this 2025
Red Herring
Prospectus
one year of
options
amounting
to 5% or
more of
options
granted
during that
year
(iii) Identified N.A. N.A. N.A. N.A. N.A.
employees
who were
granted
options
during any
one year
equal to
exceeding
1% of the
issued
capital
(excluding
outstanding
warrants and
conversions)
of the
Company at
the time of
grant

Fully diluted EPS on a pre- N.A. 0.05 1.65 (0.66) (2.25)

Offer basis on exercise of
options calculated in
accordance with the
applicable accounting
standard ‘Earning Per
Share’
Difference between Not applicable, as per the valuation report, the fair value has been computed as per Black
employee compensation Scholes Model of valuation
cost calculated using the
intrinsic value of stock
options and the employee
compensation cost that shall
have been recognised if our
Company had used fair
value of options and impact
of this difference on profits
and EPS of our Company
for the last three fiscals
Impact on profits and EPS N.A. N.A. N.A. N.A. N.A.
of the last three years if our
Company had followed the
accounting policies
specified in Regulation 15
of the SEBI ESOP
Regulations in respect of
options granted in the last
three years
Intention of the key KMP, SMP and Whole Time Directors do not intend to sell any equity shares allotted on
managerial personnel, exercise of their options within 3 months post listing of Equity Shares of our Company

153
 Particulars From July 1, From April Fiscal 2025 Fiscal 2024 Fiscal 2023
2025 till the 1, 2025 to
date of the June 30,
filing of this 2025
Red Herring
Prospectus
senior management, and
whole-time directors who
are holders of equity shares
allotted on exercise of
options granted, to sell their
Equity Shares within three
months after the date of
listing of Equity Shares
pursuant to the Offer, if any
whether the equity shares
arise out of options
exercised before or after the
Offer
Intention to sell Equity Not applicable
Shares arising out of, or
allotted under an employee
stock option scheme within
three months after the date
of listing of Equity Shares,
by Directors, key
managerial personnel,
senior management and
employees having Equity
Shares arising out of an
employee stock option
scheme, amounting to more
than 1% of the issued capital
(excluding outstanding
warrants and conversions)
which inter-alia shall
include name, designation
and quantum of the equity
shares issued under an
employee stock option
scheme or employee stock
purchase scheme and the
quantum they intend to sell
within three months
Method of options Black-Scholes Model
valuation
- Expected life of options N.A. 3.05 3.09 3.15 3.21
(years)
- Expected Volatility (% N.A. N.A. N.A. 31.80% - 55.50% 45.27%-73.43%
p.a.)
- Risk Free Rate of Return N.A. N.A. N.A. 6.57%- 6.84% 5.41% -7.43%
(%)
- Dividend Yield (% p.a.) - - - - -
- Exercise price per share 1 1 1 1 1
(₹)
^Our Shareholders pursuant to a resolution passed on January 31, 2025, have approved the issuance of bonus shares to the eligible
shareholders of our Company in the ratio of 2,499 (Two Thousand Four Hundred Ninety-Nine) Equity Shares for every 1 (One) Equity Share
held with a record date of February 12,2025.

ESOP – 2022

ESOP - 2022 was approved pursuant to a Board resolution dated May 10, 2022 and shareholder’s resolution dated
June 6, 2022. ESOP – 2022 was amended pursuant to a Board resolution dated December 20, 2024 and
Shareholder’s resolution dated January 31, 2025.

154
 Under ESOP - 2022, an aggregate of 2,420 options (convertible to 6,050,000 Equity Shares) have been granted,
an aggregate of 1,381.50 options (convertible to 3,453,750 Equity Shares) have been vested (net of options
exercised). None of the options have been exercised as on the date of this Red Herring Prospectus.

The following table sets forth the particulars of ESOP - 2022 during the last three Financial Years, the three
months periods ended June 30, 2025 and as on the date of this Red Herring Prospectus:

Particulars From July 1, From April 1, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025 till the 2025 to June
date of this 30, 2025
certificate

Options Granted - - - 24.00 2,396.00

No of Employee to whom 6
options were granted
Exercise price of Options ₹ 1 or ₹ 2,500
Options vested 1,381.50 1,381.50 1,380.50 1,379.50 -
Cumulative (excluding
options that have been
exercised)
Options Exercised - - - - -
Total no. of Equity Shares 3,456,250 3,456,250 3,456,250 3,456,250 5,990,000
that would arise as a result
of full exercise of options
granted (net of cancelled
options)^
Options - - - 1,037.50 -
forfeited/lapsed/cancelled
Vesting Period 1-4 Years
Variation in terms of N.A. N.A. N.A. N.A. N.A.
options
Money realised by - - - - -
exercise of the options
Total no. of options in 1,382.50 1,382.50 1,382.50 1,382.50 2,396.00
force
Employee-wise details of
options granted to:
(i) Senior managerial Name of Key Managerial Personnel and
personnel (i.e. Total no. of options granted
Senior Management
Directors and Key
Management Nil Nil
Personnel)
(ii) Any other Nil Nil Nil Nil Aditya Varma :
employee who 1,964.00
receives a grant in
any one year of
options amounting
to 5% or more of
options granted
during that year
(iii) Identified N.A. N.A. N.A. N.A. N.A.
employees who
were granted
options during any
one year equal to
exceeding 1% of
the issued capital
(excluding
outstanding
warrants and
conversions) of the
Company at the
time of grant

155
 Particulars From July 1, From April 1, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025 till the 2025 to June
date of this 30, 2025
certificate

Fully diluted EPS on a N.A. 0.05 1.65 (0.66) (2.25)

pre-Offer basis on
exercise of options
calculated in accordance
with the applicable
accounting standard
‘Earning Per Share’
Difference between Not applicable, as per the valuation report, the fair value has been computed as per Black
employee compensation Scholes Model of valuation
cost calculated using the
intrinsic value of stock
options and the employee
compensation cost that
shall have been
recognised if our
Company had used fair
value of options and
impact of this difference
on profits and EPS of our
Company for the last
three fiscals
Impact on profits and N.A. N.A. N.A. N.A. N.A.
EPS of the last three
years if our Company
had followed the
accounting policies
specified in Regulation
15 of the SEBI ESOP
Regulations in respect of
options granted in the last
three years
Intention of the key KMP, SMP and Whole Time Directors do not intend to sell any equity shares allotted on
managerial personnel, exercise of their options within 3 months post listing of Equity Shares of our Company
senior management, and
whole-time directors who
are holders of equity
shares allotted on
exercise of options
granted, to sell their
Equity Shares within
three months after the
date of listing of Equity
Shares pursuant to the
Offer, if any whether the
equity shares arise out of
options exercised before
or after the Offer
Intention to sell Equity Not applicable
Shares arising out of, or
allotted under an
employee stock option
scheme within three
months after the date of
listing of Equity Shares,
by Directors, key
managerial personnel,
senior management and
employees having Equity
Shares arising out of an
employee stock option
scheme, amounting to

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 Particulars From July 1, From April 1, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025 till the 2025 to June
date of this 30, 2025
certificate

more than 1% of the

issued capital (excluding
outstanding warrants and
conversions) which inter-
alia shall include name,
designation and quantum
of the equity shares issued
under an employee stock
option scheme or
employee stock purchase
scheme and the quantum
they intend to sell within
three months
Method of options Black-Scholes Model
valuation
- Expected life of options N.A. 2.92 2.92 3.15 2.91
(years)
- Expected Volatility (% N.A. N.A. N.A. 45%-53% 45.27% -
p.a.) 73.43%
- Risk Free Rate of Return N.A. N.A. N.A. 6.57%- 6.84% 5.41% -7.43%
(%)
- Dividend Yield (% p.a.) N.A. - - - -
- Exercise price per share N.A. 1 1 1 1
(₹)
^Our Shareholders pursuant to a resolution passed on January 31, 2025, have approved the issuance of bonus shares to the eligible
shareholders of our Company in the ratio of 2,499 (Two Thousand Four Hundred Ninety-Nine) Equity Shares for every 1 (One) Equity Share
held with a record date of February 12,2025.

30. Sales or purchases of Equity Shares or other specified securities of our Company by our Promoters,
the other members of our Promoter Group or our Directors or their relatives during the six months
immediately preceding the date of this Red Herring Prospectus.

Other than disclosed as above, “Secondary Transactions” on page 133, none of our Directors or their
relatives, Promoters, the other members of our Promoter Group have sold or purchased any Equity Shares
of our Company during the six months preceding the date of this Red Herring Prospectus.

157
 OBJECTS OF THE OFFER

The Offer comprises a Fresh Issue of [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ 4,720 million
by our Company and an Offer for Sale of [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ 14,280
million by the Selling Shareholders. See “Summary of this Red Herring Prospectus”, “The Offer” and “Other
Regulatory and Statutory Disclosures” on pages 21, 87 and 453, respectively.

Offer for Sale

Each of the Selling Shareholders shall be entitled to its respective portion of the proceeds of the Offer for Sale
after deducting its proportion of the Offer expenses and relevant taxes thereon. See “- Offer-related expenses” on
page 164. Each of the Selling Shareholders have, severally and not jointly, authorised its participation in the Offer
for Sale to the extent of its respective portion of the Offered Shares, pursuant to their respective consent letters.
For details, see “The Offer” on page 87. Our Company will not receive any proceeds from the Offer for Sale and
the proceeds received from the Offer for Sale will not form part of the Net Proceeds.

Fresh Issue

The details of the Proceeds of the Fresh Issue are summarized in the table below:

Particulars Estimated Amount

(in ₹ million)
Gross Proceeds of the Fresh Issue 4,720
Less: Offer expenses to the extent applicable to the Fresh Issue (only those [●](1)
apportioned to our Company)
Total Net Proceeds [●](1)
(1)
To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.

Requirements of funds

Our Company proposes to utilize the Net Proceeds towards funding the following objects (collectively, referred
to herein as the “Objects”):

1. Expenditure for new technology development and cloud infrastructure;

2. Expenditure for lease payments for our offices;

3. Expenditure for marketing activities; and

4. General corporate purposes.

In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges,
including among other things, enhancement of our Company’s brand name among existing and potential
consumers and creation of a public market for the Equity Shares in India.

The main objects and the objects incidental or ancillary to the attainment of the main objects, as set out in our
Memorandum of Association, enable our Company to undertake the activities proposed to be funded from the Net
Proceeds.

Utilisation of Net Proceeds

We propose to utilize the Net Proceeds in the manner set forth in the table below:

S. No. Particulars Estimated Amount

(in ₹ million)
Expenditure for new technology development and cloud infrastructure 1,900.00(1)
Expenditure for lease payments for our offices 750.00(1)
Expenditure towards marketing activities 900.00(1)
General corporate purposes [●](2)
Total Net Proceeds(2) [●]
1)
Excluding applicable goods and services tax.

158
(2)
To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount to be utilized
towards general corporate purposes shall not exceed 25% of the Gross Proceeds.

Proposed schedule of implementation and deployment of Net Proceeds

We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of
implementation and deployment of funds as set forth in the table below:
(in ₹ million)
Estimated amount Estimated Estimated Estimated
proposed to be deployment of deployment of deployment of
Particulars
funded from Net Net Proceeds in Net Proceeds in Net Proceeds in
Proceeds Fiscal 2026 Fiscal 2027 Fiscal 2028
Expenditure for new technology 1,900.00 420.00 740.00 740.00
development and cloud
infrastructure
Expenditure for lease payments 750.00 170.00 290.00 290.00
for our offices
Expenditure towards marketing 900.00 200.00 350.00 350.00
activities
General corporate purposes(1) [●] [●] [●] [●]
Total Net Proceeds [●] [●] [●] [●]
(1)
To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount to be utilized
towards general corporate purposes shall not exceed 25% of the Gross Proceeds.

The deployment of funds indicated above is based on management estimates, current circumstances of our
business and prevailing market conditions, all of which are subject to change. We intend to deploy the Net
Proceeds towards the Objects as disclosed in the table above, in accordance with the business needs of our
Company. The deployment of funds described herein has not been appraised by any bank or financial institution
or any other independent agency. The actual deployment of funds shall be based on our current business plan,
internal management estimates, prevailing market conditions and other commercial and technical factors, and the
financing and other agreements entered into by our Company. We may have to revise our funding requirements
and deployment from time to time on account of various factors, such as, change in cost, financial and market
conditions, demand for our services and products, change in technology, our management’s analysis of economic
trends and business requirements, competitive landscape, ability to identify and consummate proposed
investments as well as general factors affecting our results of operations, financial condition, access to capital,
business and strategy and interest/exchange rate fluctuations or other external factors, which may not be within
the control of our management. For further details, please see “Risk Factors – Our funding requirements and
proposed deployment of the Net Proceeds are based primarily on management estimates and assumptions and
have not been appraised by any bank or financial institution or any other independent agency. The utilization
of the Net Proceeds may be subject to change based on various factors, some of which are beyond our control
and such utilisation may not generate expected future revenues or profits after utilisation. Further, any change
or variation in the utilization of Net Proceeds from the terms and conditions stated in this Red Herring
Prospectus shall be subject to compliance requirements, including among other things, prior Shareholders’
approval” on page 51.

If the Net Proceeds are not utilized (in full or in part) for the Objects during the respective periods stated above
due to factors such as (i) the timing of completion of the Offer; (ii) market conditions outside the control of our
Company; and (iii) any other business and commercial considerations, the remaining Net Proceeds shall be
utilized (in part or full) in subsequent periods as may be determined by our Company, in accordance with
applicable laws. This may entail rescheduling the proposed utilization of the Net Proceeds and changing the
deployment of funds at the discretion of our management, subject to compliance with applicable laws. Further,
our Company may decide to accelerate the estimated deployment of Net Proceeds ahead of the schedule of
implementation specified above. Any such change in our plans may require rescheduling of our expenditure
programs and increasing or decreasing expenditure for a particular Object vis-à-vis the utilization of Net Proceeds.

Details of the Objects

1. Expenditure for new technology development and cloud infrastructure

Our technology infrastructure is crucial to ensure a seamless experience for our consumers and service
professionals. We leverage our technology, to ensure that we efficiently handle orders on our platform while

159
continuing to innovate and add new offerings. Our investment in technology innovation will enable us to improve
consumer satisfaction, optimize operations, and unlock new revenue streams.

We intend to utilize ₹ 1,900.00 million of the Net Proceeds for expenditure for new technology development and
for cloud infrastructure, deployed as ₹ 420.00 million in Fiscal 2026, ₹ 740.00 million in Fiscal 2027 and ₹ 740.00
million in Fiscal 2028.

Expenditure for new technology development

Our technology platform is integrated across our operations through our Urban Company consumer and service
professional application and website. We further intend to improve product and service discovery and purchases
on our technology platform by offering enhanced booking and checkout capabilities. For instance, neither can
customers book services for more than one category nor can they purchase products and services in one booking.
We will invest in the in-house development of a multi-category checkout, allowing consumers to book multiple
services in a single transaction for convenience and efficiency. Over the years, we have expanded standard service
unit constructs within service categories, from single service to service bundles and also added subscription-based
services. We will continue to expand our standard service unit constructs to offer more options to the consumers
which will require investment in technology to deliver seamless consumer experience and process flows to support
the standard service unit constructs expansion.

We are committed to enabling real time availability of the service professionals, wherever feasible. We intend to
achieve this by designing smaller micro markets thereby reducing travel time for service professionals and by
using historical data to determine the appropriate number of service professionals in the micro-market to cater to
real time demand. Further, we are focused on developing new service offerings in categories where faster
fulfilment will drive greater consumer preference and adoption. We will need to invest in our existing
matchmaking technology, which is developed in-house, to improve speed of fulfilment of orders, optimise
earnings and optimise costs.

We intend to enhance the consumer experience and engagement by expanding the role of AI in consumer and
service professional support. Our aim is to make the consumer experience seamless by increasing reliance on
automated query resolution while also streamlining service professional verification, training and quality control
through AI. We plan to invest in upgrading our training management system to improve the quality of training
delivered virtually and also improve training efficiency, utilisation of training spaces and training personnel.

As we expand our service offerings, we will invest in developing new process flows on our Urban Company
consumer and service professional applications to support these service offerings. For instance, small home
painting services will require us to invest in visualisation technologies. We will also expand our proof of
workflows using technology and AI across categories to monitor service quality, which will also include
developing diagnostic tools integrating with the Urban Company service professional application. We have
introduced a pilot for a subscription-based bathroom cleaning service in specific micro markets with high density
of cleaning demand, thereby offering consumers a personalized cleaning package specifying the number of
bathrooms to be cleaned at a weekly or bi-weekly frequency.

We intend to expand our consumer offerings by building a seamless platform for consumers to explore and
purchase home improvement and decor solutions. We will need to invest in technology to build effective
recommendation systems.

We intend to enhance products under our Native brand i.e., water purifiers and electronic door locks, with
advanced firmware and internet of things (“IoT”) capabilities. We further intend to enhance existing technological
capabilities of our water purifiers by introducing advanced features such as IoT enabled water management cycles
that allows users to track water consumption and purification status in real time and filtration controls that
completely automate the water purification cycle through analysis of water quality and usage patterns. Future
water purifiers designs will leverage data driven insights on filter and membrane health to offer real-time water
quality analytics, predictive maintenance and health monitoring of the device for our users. For our electronic
door locks, we intend to simplify the onboarding process for consumers through a mobile-first setup and
integration of bluetooth and wi-fi to provide seamless setup and access management. We intend to introduce new
features in our electronic door locks such as motion-based alerts and video recording for better home security and
customizable access permissions for house helps, guests and family members.

160
Our technology spends are primarily towards salaries of our engineering team engaged in building new technology
and process flows. Details of these salary expenses for the three months ended June 30, 2025 and June 30, 2024
and the Fiscals 2025, 2024 and 2023 were as follows:

(in ₹ million)
For the three For the three Fiscal Fiscal Fiscal
Particulars Unit months ended months ended 2025 2024 2023
June 30, 2025 June 30, 2024
New technology spends in ₹ million 129.49 131.11 515.57 559.80 496.00
(salaries)
Number of employees In count of 141 151 153 161 148
employees

Number of employees in the engineering team proposed to be engaged in new technology development for the
period of utilization

Particulars Fiscal 2026 Fiscal 2027 Fiscal 2028

Estimated^ count of employees in the engineering team 130 130 130
^
Based on current trend.

While our Company has an existing technology and engineering team, we will need to hire additional resources
as required in the ordinary course of our business. We hire our resources for our engineering team either by
sourcing through job portals or by evaluating referral candidates for employment. The level at which employees
for our engineering team are hired depends on, among other things, the availability of open positions that need to
be addressed at such time. As on date of this Red Herring Prospectus, we have not engaged any hiring agency for
hiring candidates for our engineering team. We intend to utilize ₹ 1,300.00 million of the Net Proceeds for
expenditure on new technology development and towards payment of salaries of our engineering team, deployed
as ₹ 300.00 million in Fiscal 2026, ₹ 500.00 million in Fiscal 2027 and ₹ 500.00 million in Fiscal 2028.

Expenditure for cloud infrastructure

Our platform is hosted on external cloud servers, which provides reliability and security and can be scaled with
limited additional investment to handle increased traffic and complexity of products, helping us to maintain
adequate capacity to handle the traffic on our platform. The web/cloud-based services play a critical role in
optimizing our infrastructure, enabling us to provide efficient, reliable, and scalable services across diverse
geographies and service categories. By utilising web/cloud-based services, we are able to enhance our data
management capabilities, improve operational efficiency, and ensure a seamless consumer experience, all while
maintaining the flexibility to expand our business offerings.

Our bandwidth and hosting charges, which include expenses incurred for cloud infrastructure services, for the
three months ended June 30, 2025 and June 30, 2024 and the Fiscals 2025, 2024 and 2023 were as follows:

(in ₹ million)
For the three For the three Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars months ended months ended
June 30, 2025 June 30, 2024
Bandwidth and 86.05 59.54 243.24 203.23 152.25
hosting charges

Our Company has entered into a service agreement dated January 17, 2022, read with the addendum dated
December 23, 2023 (“Service Agreement”), with an authorised reseller partner providing web/cloud services.
Pursuant to the Service Agreement, our Company has made the following annual spend commitment:

Contract Year
February 1, February 1, January 1, 2024 January 1, 2025 January 1, 2026
Particulars 2022 – 2023 – January – December 31, – December 31, – December 31,
January 31, 31, 2024 2024 2025 2026
2023
Spend commitment 850,000 900,000 2,850,000 2,850,000 2,850,000
(in USD)
Spend commitment 68.10 74.44 238.48 238.48 238.48
(in ₹ million) *

161
*
Average conversion rate as per RBI is considered for relevant period of February 1, 2022 – January 31, 2023, February 1, 2023 – January
31, 2024, January 1, 2024 – December 31, 2024 and average conversion rate of January 1, 2024 – December 31, 2024 is considered for
January 1, 2025 – December 31, 2025 and January 1, 2026 – December 31, 2026.

Our Company is required to make monthly payments based on the actual usage of the cloud/web services. These
services are utilized for various purposes, including cloud storage, computing, resource management, and
enhancing our cloud security. By leveraging these services, we strengthen our cloud security framework, monitor
risks, ensure compliance, and conduct thorough assessments of our cloud environment, ultimately optimizing our
security coverage.

We intend to utilize ₹ 600.00 million of the Net Proceeds for investment in cloud infrastructure, deployed as ₹
120.00 million in Fiscal 2026, ₹ 240.00 million in Fiscal 2027 and ₹ 240.00 million in Fiscal 2028.

Our Directors, Key Managerial Personnel, members of Senior Management, Promoters, members of our Promoter
Group, and our Group Company, do not have any interest in the proposed investment to be made by our Company
towards the above-mentioned Object.

2. Expenditure for lease payments for our offices

As of June 30, 2025, we have 25 leases typically for a period of two to nine years, which includes our registered
office, head offices and training offices, and are occupied on a leasehold basis, pursuant to various lease
agreements or leave and license agreements, which are entered into by our Company. These are subject to periodic
renewals in the ordinary course of business. For further details, see “Our Business - Property” on page 252.

Our payments towards lease rentals in India for the three months ended June 30, 2025 and June 30, 2024 and the
Fiscals 2025, 2024 and 2023 were as follows:
(in ₹ million)
Expenditure proposed to be incurred
Expenditure incurred for lease payments for our offices
for our offices
For the For the
three three
months months Fiscal Fiscal Fiscal Fiscal Fiscal
Particulars Fiscal 2026*
ended ended 2025 2024 2023 2027 2028
June 30, June 30,
2025 2024
Co-working 0.57 Nil 1.86 Nil Nil Nil Nil Nil
spaces
Training 66.63 53.37 242.39 237.49 258.06 126.99 216.27 216.27
centres
Head quarters 18.43 18.24 73.02 72.19 73.32 43.01 73.73 73.73
Total 85.63 71.61 317.27 309.67 331.37 170.00 290.00 290.00
Payment
towards lease
liabilities
*Assuming spends of seven months for Fiscal 2026.

The lease rentals are based on the actual amounts payable based on valid and existing lease agreements which
have been executed by our Company with various lessors for these offices. Pursuant to the terms of the lease
agreements, the range of escalation typically varies between 5% escalation every year to 15% escalation after
every three years.

We intend to utilize ₹ 750.0 million of the Net Proceeds towards expenditure for lease payments for certain of our
offices, deployed as ₹ 170.00 million in Fiscal 2026, ₹ 290.00 million in Fiscal 2027 and ₹ 290.00 million in
Fiscal 2028.

The above-mentioned estimates take into consideration (a) any escalation in accordance with the terms of the
lease agreements and leave and license agreements, and (b) the alternative spaces/ renewal of leases which are
expiring till Fiscal 2028. Further, in the event that the lease agreements for any of the existing offices is terminated
prior to the completion of its terms, or if any of lease agreements is amended to reduce the respective lease rental
amount modified, our management may use the remaining/surplus Net Proceeds solely towards lease rentals for
new offices.

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Our Directors, Key Managerial Personnel, members of Senior Management, Promoters, members of our Promoter
Group, and our Group Company, do not have any interest in the proposed investment to be made by our Company
towards the above-mentioned Object.

3. Expenditure towards advertisement spends

As per the Redseer Report, the home services industry in India is largely unorganized, fragmented, and offline,
with online penetration of less than 1%, as at March 31, 2025. Hence, encouraging consumers to move from
offline to online for availing home and beauty services will take continued efforts and marketing investments to
create awareness and encourage existing consumers to avail services more frequently/ avail more services on the
platform.

Our marketing initiatives are typically undertaken for brand building efforts to drive awareness of new services
and products offered on our platform and to consistently drive demand for the existing services and products
offered on our platform. Our campaigns encompass both brand-based and performance-based marketing
initiatives. We do this through an omnichannel approach by way of investments in traditional and digital media
platforms as well as through influencer marketing and content marketing on social media. Our growth in recent
years has been accompanied by ongoing investments in marketing to expand our consumer base, enhance brand
visibility, increase user acquisition, engagement, and retention through a mix of digital and content-driven
strategies. We engage in performance marketing, brand marketing, television and digital media initiatives and
celebrity endorsements, to expand reach of our services to attract new consumers to our platform and increase
repeats. We also need to support growth (through increased marketing support) of our new businesses, i.e.,
painting and wall decor, Native products and cleaning subscriptions. Please also see “Our Business” on page 218.

Our advertisement expenses in India for the three months ended June 30, 2025 and June 30, 2024 and the Fiscals
2025, 2024 and 2023 were as follows:

(in ₹ million)
For the three For the three
Particulars months ended months ended Fiscal 2025 Fiscal 2024 Fiscal 2023
June 30, 2025 June 30, 2024
Advertisement 426.05 324.60 1,181.19 1,211.42 1,359.37
expenses

Some of the key marketing activities undertaken by us include:

● Digital marketing and performance advertising: This includes social media advertisements and brand films,
to optimize content for improving rankings searches for services or improve app rankings We have invested
in brand films, such as “Choti soch, Choti baat, Chota kaam” that emphasize the dignity of labour, distributing
them across social platforms.

● Influencers and content marketing: We collaborate with influencers and bloggers to promote services
through authentic experiences and engaging content, such as demonstrating the relevance of our services in
daily life through the “Very Paarivarik” and “Stylemyspace” campaigns. This also involves video content
demonstrating services and consumer testimonials.

● Seasonal and Promotional campaigns: We run promotional campaigns on certain online platforms for
seasonal and category-specific services, which are aligned with consumer demand cycles, such as AC
servicing in summer or deep cleaning and painting services before festivals, such as Diwali, or salon services
in the wedding season to drive user acquisition and adoption of our seasonal services. We have also launched
several campaigns in the past, such as “SalonAtHome” campaign to promote at-home salon services.

● Offline marketing: We use outdoor advertisements and billboards for marketing purposes.

● OTT Campaigns: We have strategically utilized OTT platforms to enhance our marketing efforts and reach
a broader audience.

● Performance Marketing: We deploy ongoing performance marketing initiatives across all service categories
to attract in-market audiences, drive installs of our Urban Company application and convert new users into
active consumer.

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● Cross-sell and Reactivation campaigns: We use targeted, personalized offers to encourage existing users to
try new services and reactivate dormant users. These offer leverage user behaviour insights to drive repeat
engagement and increase lifetime value.

These initiatives highlight our commitment to engage consumers through effective and innovative campaigns.

We undertake our marketing activities through certain agencies with whom we have entered into contractual
arrangements. Our Company has also entered into a master service agreement with an agency dated July 16, 2024,
read with the addendum dated March 5, 2025 (“Digital Marketing Agreement”), for availing digital media
services. The Digital Marketing Agreement is valid until December 31, 2027. The scope of services under the
Digital Marketing Agreement includes, inter alia, media strategy and planning, media buying, optimization and
analysis, communication and reporting, and consultancy services, delivery and performance reporting, as well as
monitoring all media campaigns. Our Company has made the following annual spend commitments under the
Digital Marketing Agreement:

(in ₹ million)
January 1, 2025 – January 1, 2026 – January 1, 2027 –
Particulars
December 31, 2025 December 31, 2026 December 31, 2027
Spend commitment under the 500.00 600.00 700.00
Digital Marketing Agreement

Our focus is oriented towards deepening the awareness of our brand. As we continue our journey, we will invest
in marketing and promotion activities and branding, promotion and marketing campaigns to increase consumer
awareness and will also look for new media opportunities which evolve based on changing consumption habits.

We intend to utilize ₹ 900.00 million of the Net Proceeds towards expenditure towards marketing activities,
deployed as ₹ 200.00 million in Fiscal 2026, ₹ 350.00 million in Fiscal 2027 and ₹ 350.00 million in Fiscal 2028.
Our deployment of the Net Proceeds for this Object and the medium through which marketing initiatives may be
undertaken is contingent on various internal and external factors, such as our Company’s business and marketing
plans, expected viewership of advertisements in different geographies or user segments, our proposed services
and product launches, the nature of our marketing campaigns and advertising, etc. These amounts also include
brand awareness and promotional activities to support the scale-up of new service categories such as InstaHelp.
Further, maintaining and improving our marketing strategies may involve expenditures which may not be
proportionate to the revenue generated and consumers acquired.

Our Directors, Key Managerial Personnel, members of Senior Management, Promoters, members of our Promoter
Group, and our Group Company, do not have any interest in the proposed investment to be made by our Company
towards the above-mentioned Object.

4. General corporate purposes

The Net Proceeds will first be utilized for each of the other Objects as set out in this section. Subject to this, our
Company intends to deploy any balance left out of the Net Proceeds towards general corporate purposes, as
approved by our management, from time to time, subject to such utilization for general corporate purposes not
exceeding 25% of the Gross Proceeds, in compliance with Regulation 7(2) of the SEBI ICDR Regulations. Such
general corporate purposes may include, but are not restricted to funding growth opportunities, support functions,
strategic initiatives, meeting corporate exigencies and any other purpose in the ordinary course of business, as
may be approved by our management, from time to time, subject to compliance with applicable law, including
provisions of the Companies Act. The allocation or quantum of utilization of funds towards the specific purposes
described above will be determined by our Board, based on our business requirements, the amount actually
available under this head and other relevant considerations, from time to time.

Offer-related Expenses

The total expenses of the Offer are estimated to be approximately ₹ [●] million.

Other than (i) listing fees, audit fees (to the extent not attributable to the Offer), and expenses for any product or
corporate advertisements consistent with past practice of our Company (other than the expenses relating to
marketing and advertisements in connection with the Offer), which will be borne by our Company; and (ii) fees
and expenses in relation to the legal counsel to the Selling Shareholders in relation to the Offer, which shall be
borne by the respective Selling Shareholders, each of our Company and the Selling Shareholders agree to incur

164
and pay, in the manner specified below, the costs and expenses directly attributable to the Offer (other than as
mentioned at (i) above), on a pro rata basis, in proportion to the number of Equity Shares issued and Allotted by
our Company in the Fresh Issue and sold by each of the Selling Shareholders in the Offer for Sale, upon listing of
the Equity Shares on the Stock Exchange(s) pursuant to the Offer in accordance with applicable law. From an
administrative perspective, all the expenses relating to the Offer (except for BRLMs fees and expenses incurred
by the BRLMs in relation to the Offer which shall be paid in accordance with the fee letter) shall be paid by our
Company in the first instance and then upon commencement of listing and trading of the Equity Shares on the
Stock Exchanges pursuant to the Offer, the relevant Selling Shareholder agrees that it shall, severally and not
jointly, reimburse our Company on a pro rata basis, in proportion to its respective portion of the Offered Shares
sold in the Offer, for any documented expenses incurred by our Company on behalf of such Selling Shareholder,
subject to receipt of supporting documents for such expenses upon the successful completion of the Offer. For
avoidance of doubt, it is further clarified that our Company shall provide requisite supporting documents and other
details to the Selling Shareholders to support the Selling Shareholders’ claims for expense deduction while filing
their respective tax returns and shall cooperate in sharing any information required by the Selling Shareholders
during their respective tax assessments. It is clarified that all outstanding amounts payable to the BRLMs shall be
in accordance with the terms of the fee letter and shall be payable directly from the Public Offer Account in the
manner set out in the fee letter. In connection with the above, each Selling Shareholder authorises the Company
to deduct from the proceeds of the Offer for Sale directly from the Public Offer Account, expenses of the Offer
required to be borne by such Selling Shareholder, if not already paid, in proportion to its respective Offered Shares
sold in the Offer, in accordance with applicable law. In the event that the Offer is withdrawn or the Offer is not
successful or consummated, all costs and expenses with respect to the Offer, including the fees of the Book
Running Lead Managers and legal counsel and other advisors and their respective reimbursement for expenses,
which may have accrued up to the date of such withdrawal or failure shall be borne by the Company and the
Selling Shareholders, on a pro rata basis, in proportion to its respective portion of the Fresh Issue and the respective
portion of the Offered Shares. In such an event, the BRLMs and legal counsel shall be entitled to receive fees and
reimbursement for expenses which may have accrued to it up to the date of such withdrawal, or failure as set out
in their respective fee letters.

The estimated Offer expenses are as follows:

(₹ in million)
S. No Activity Estimated As a % of total As a % of Offer
amount(1) estimated Offer size(1)
expenses(1)
1. BRLMs fees and commissions (including underwriting [●] [●] [●]
commission, brokerage and selling commission)
2. Fees payable to the Registrar to the Offer [●] [●] [●]
3. Selling commission/processing fee for SCSBs and [●] [●] [●]
Bankers to the Offer, fee payable to the Sponsor Bank for
Bids made by RIIs using UPI, brokerage and selling
commission and bidding charges for the Members of the
Syndicate, Registered Brokers, RTAs and CDPs (2)(3)(4)
(5)(6)(7)(8)

4. Advertising and marketing expenses [●] [●] [●]

5. Other expenses
6. Listing fees, SEBI filing fees, BSE and NSE processing [●] [●] [●]
fees, book building software fees
7. (ii) Other regulatory expenses [●] [●] [●]
8. (iii) Printing and stationery expenses [●] [●] [●]
9. Fees payable to the legal counsel [●] [●] [●]
10. Fees payable to other advisors to the Offer, including but [●] [●] [●]
not limited to Statutory Auditors, independent
chartered accountant, practising company secretary,
industry expert
11. Miscellaneous [●] [●] [●]
Total estimated Offer Expenses [●] [●] [●]
(1)
Selling commission payable to the SCSBs on the portion for RIBs, Non-Institutional Bidders and Eligible Employee Bidders which are
directly procured and uploaded by the SCSBs, would be as follows:
Portion for RIBs* 0.30% of the Amount Allotted (Exclusive of applicable taxes)
Portion for Non-Institutional Bidders* 0.15% of the Amount Allotted (Exclusive of applicable taxes)
Portion for Eligible Employees* 0.15% of the Amount Allotted (Exclusive of applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. Selling Commission payable to the SCSBs will
be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE.
No processing fees shall be payable by our Company to the SCSBs on the applications directly procured by them.
(2)
Processing fees payable to the SCSBs on the portion for RIBs, Non-Institutional Bidders and Eligible Employee(s) (excluding UPI Bids)

165
which are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/CDPs and submitted to SCSB for blocking, would
be as follows:
Portion for RIBs, Non-Institutional Bidders and Eligible ₹ 10 per valid application (Exclusive of applicable taxes)
Employees*
*Processing fees payable to the SCSBs for capturing Syndicate Member/sub-Syndicate (Broker)/sub-broker code on the ASBA Form for
Non-Institutional Bidders and QIBs with Bids above ₹500,000 would be ₹10 (Exclusive of applicable taxes), per valid application.
The total processing fees payable to SCSBs as mentioned above will be subject to a maximum cap of ₹ 1 million (Exclusive of applicable
taxes). In case the total uploading charges/processing fees payable exceeds ₹ 1 million (Exclusive of applicable taxes), then the amount
payable to SCSBs, would be proportionately distributed based on the number of valid applications such that the total uploading charges
/processing fees payable does not exceed ₹ 1 million (Exclusive of applicable taxes).
(3)
Brokerage, selling commission and processing/uploading charges on the portion for RIBs (using the UPI mechanism), Eligible Employee
Bidders and Non-Institutional Bidders which are procured by members of the Syndicate (including their sub-Syndicate Members), RTAs and
CDPs or for using 3-in-1 type accounts- linked online trading, demat & bank account provided by some of the brokers which are members of
Syndicate (including their sub-Syndicate Members) would be as follows:
Portion for RIBs* 0.30% of the Amount Allotted (Exclusive of applicable taxes)
Portion for Non-Institutional Bidders* 0.15% of the Amount Allotted (Exclusive of applicable taxes)
Portion for Eligible Employees* 0.15% of the Amount Allotted (Exclusive of applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
The selling commission payable to the Syndicate / Sub-Syndicate Members will be determined (i) for RIBs, Non- Institutional Bidders and
Eligible Employees (up to ₹ 0.50 million), on the basis of the application form number / series, provided that the Bid cum Application Form
is also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the application form
number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the selling commission will be payable to the SCSB and not the
Syndicate / Sub-Syndicate Member; and (ii) for Non-Institutional Bidders (above ₹ 0.50 million), Syndicate ASBA form bearing SM Code and
Sub-Syndicate code of the application form submitted to SCSBs for blocking of the fund and uploading on the exchanges platform by SCSBs.
For clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by
an SCSB, the selling commission will be payable to the Syndicate / Sub Syndicate members and not the SCSB.
(4)
Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members) on the applications made using 3-in-1
accounts would be ₹ 10 (Exclusive of applicable taxes), per valid application bid by the Syndicate (including their sub-Syndicate Members).
Bidding charges payable to SCSBs on the QIB Portion and NIIs (Exclusive UPI Bids) which are procured by the Syndicate/sub-
Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSBs for blocking and uploading would be ₹ 10 per valid application (Exclusive
of applicable taxes)
The total processing fees payable to Syndicate (Including their Sub syndicate Members) as mentioned above will be subject to a maximum
cap of ₹ 2.50 million (Exclusive of applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹ 2.50 million
(Exclusive of applicable taxes), then the amount payable to Members of the Syndicate (Including their Sub syndicate Members), would be
proportionately distributed based on the number of valid applications such that the total uploading charges / processing fees payable does
not exceed ₹ 2.50 million (Exclusive of applicable taxes)
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding
terminal ID as captured in the Bid book of BSE or NSE.
Selling commission/ bidding charges payable to the Registered Brokers on the portion for RIBs, Eligible Employees procured through UPI
Mechanism and Non-Institutional Bidders which are directly procured by the Registered Broker and submitted to SCSB for processing, would
be as follows:
Portion for RIBs, Non-Institutional Bidders and Eligible Employees ₹ 10 per valid application (Exclusive of applicable taxes)
Uploading charges/ Processing fees for applications made by RIBs using the UPI Mechanism would be as under:
Members of the Syndicate / RTAs / ₹ 10 per valid application (Exclusive of applicable taxes) with a cap of ₹ 5.00. million (Exclusive of
CDPs / Registered Brokers* applicable taxes).
Sponsor Bank(s) ICICI Bank Limited - ₹ Nil/- per valid Bid cum Application Form (Exclusive of applicable taxes). The
Sponsor Bank shall be responsible for making payments to the third parties such as remitter bank, NPCI
and such other parties as required in connection with the performance of its duties under the SEBI
circulars, the Syndicate Agreement, and other applicable laws.
Axis Bank Limited - ₹ Nil/- per valid Bid cum Application Form (Exclusive of applicable taxes). The
Sponsor Bank shall be responsible for making payments to the third parties such as remitter bank, NPCI
and such other parties as required in connection with the performance of its duties under the SEBI
circulars, the Syndicate Agreement, and other applicable laws.
*The total uploading charges / processing fees payable to members of the Syndicate, RTAs, CDPs, Registered Brokers will be subject to a
maximum cap of ₹ 5.00. million (Exclusive of applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹5.00.
million, then the amount payable to members of the Syndicate, RTAs, CDPs, Registered Brokers would be proportionately distributed based
on the number.
of valid applications such that the total uploading charges / processing fees payable does not exceed ₹ 5.00 million.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash
Escrow and Sponsor Bank Agreement. The processing fees for applications made by UPI Bidders may be released to the remitter banks
(SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570
dated June 2, 2021 read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and such payment of
processing fees to the SCSBs shall be made in compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022
and SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.
Means of Finance
The Objects are proposed to be funded from the Net Proceeds of the Offer. Accordingly, we confirm that there is
no requirement to make firm arrangements of finance under the SEBI ICDR Regulations through verifiable means
towards at least 75% of the stated means of finance, excluding the Net Proceeds to be raised from the Fresh Issue,
as provided under the SEBI ICDR Regulations.

Interim use of funds

166
The Net Proceeds shall be retained in the Public Offer Account until receipt of the listing and trading approvals
from the Stock Exchanges by our Company. Pending utilization for the purposes described above, we undertake
to temporarily invest the funds from the Net Proceeds only with scheduled commercial banks included in the
second schedule of the Reserve Bank of India Act, 1934, as amended. In accordance with Section 27 of the
Companies Act, 2013, our Company confirms that it shall not use the Net Proceeds for buying, trading or
otherwise dealing in shares of any other listed company or for any investment in the equity markets.

Bridge loan

Our Company has not raised any bridge loans from any banks or financial institutions, which are proposed to be
repaid from the Net Proceeds.

Monitoring of utilization of funds

In accordance with Regulation 41 of the SEBI ICDR Regulations, our Company has appointed CARE Ratings
Limited for monitoring the utilisation of Gross Proceeds. Our Audit Committee and the Monitoring Agency will
monitor the utilisation of the Gross Proceeds including in relation to the utilisation of the Gross Proceeds towards
general corporate purposes and the Monitoring Agency shall submit the report required under Regulations 41(2)
of the SEBI ICDR Regulations, on a quarterly basis, until such time as the Gross Proceeds, have been utilised in
full in accordance with the Monitoring Agency Agreement. Our Company undertakes to place the report(s) of the
Monitoring Agency on receipt before the Audit Committee without any delay. Our Company will disclose and
continue to disclose, till the time any part of the Fresh Issue proceeds remains unutilised, the utilisation of the
Gross Proceeds, including interim use under a separate head in its balance sheet for such fiscal years as required
under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other applicable laws or regulations,
clearly specifying the purposes for which the Gross Proceeds have been utilised. Our Company will also, on its
balance sheet for the applicable fiscal years, provide details, if any, in relation to all such Gross Proceeds that
have not been utilised, if any, of such currently unutilised Gross Proceeds. Further, our Company shall include
the deployment of Gross Proceeds under various heads, as applicable, in the notes to our quarterly consolidated
financial results.

Pursuant to Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall, on
a quarterly basis, disclose to the Audit Committee the uses and applications of the Gross Proceeds. Subject to
applicable laws including SEBI Listing Regulations, on an annual basis, our Company shall prepare a statement
of funds utilised for purposes other than those stated in this Red Herring Prospectus and place it before the Audit
Committee and make other disclosures as may be required until such time as the Gross Proceeds remain unutilised.
Such disclosure shall be made until such time that all the Gross Proceeds have been utilised in full. The statement
shall be certified by the statutory auditor of our Company and such certification shall be provided to the
Monitoring Agency. Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations, our
Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any,
in the actual utilization of the proceeds of the Fresh Issue from the Objects; and (ii) details of category wise
variations in the actual utilization of the proceeds of the Fresh Issue from the Objects.

Variation in Objects

In accordance with Sections 13(8) and 27 of the Companies Act, our Company shall not vary the Objects unless
our Company is authorized to do so by way of a special resolution of its Shareholders, through postal ballot and
such variation will be in accordance with the applicable laws including the Companies Act and the SEBI ICDR
Regulations. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution
by postal ballot shall specify the prescribed details and be published in newspapers, one in English, and one in
Hindi, the vernacular language where our Registered Office is situated. In accordance with the Companies Act,
our Promoters will be required to provide an exit opportunity to the Shareholders who do not agree to such
proposal to vary the objects, subject to the provisions of the Companies Act and in accordance with such terms
and conditions, including in respect of pricing of the Equity Shares, in accordance with our Articles of Association,
the Companies Act and the SEBI ICDR Regulations.

Appraising entity

None of the Objects of the Fresh Issue for which the Net Proceeds will be utilized have been appraised by any
bank/ financial institution.

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Other Confirmations

There is no proposal whereby any portion of the Offer proceeds will be paid to our Promoters, Promoter Group,
Directors, Key Managerial Personnel or members of the Senior Management, no part of the Net Proceeds will be
paid by our Company to our Promoters, members of our Promoter Group, Directors, Key Managerial Personnel,
members of the Senior Management or Group Company, except in the ordinary course of business.

Our Company has not entered into and is not planning to enter into any arrangement/ agreements with any of
Promoters, members of our Promoter Group, Directors, Key Managerial Personnel, members of the Senior
Management or Group Company in relation to the utilization of the Net Proceeds.

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 BASIS FOR OFFER PRICE

The Price Band and Offer Price will be determined by our Company in consultation with the BRLMs, and in
accordance with applicable law, on the basis of assessment of market demand for the Equity Shares offered
through the Book Building Process and quantitative and qualitative factors as described below. The face value of
the Equity Shares is ₹ 1 each and the Offer Price is [●] times the face value at the lower end of the Price Band and
[●] times the face value at the higher end of the Price Band. Investors should also refer to the sections “Risk
Factors”, “Our Business”, “Restated Consolidated Financial Information” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” beginning on pages 33, 218, 302 and 406,
respectively, to have an informed view before making an investment decision.

I. Qualitative Factors

Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are as follows:

• Our multi-category, hyperlocal, home and beauty services marketplace benefits from network effects;
• Established brand trusted by consumers;
• Improved quality of service professionals through in-house training and access to tools and consumables;
• Robust technology platform powering service fulfilment, consumer growth and service professional
empowerment;
• Innovation and product development capabilities;
• Scale and technological capabilities have helped us enhance our profitability; and
• Promoter led company with a professional management team and an experienced board.

For further details, see “Risk Factors” and “Our Business – Competitive Strengths” beginning on pages 23 and
223, respectively.

II. Quantitative Factors

Certain information presented below relating to our Company is based on the Restated Consolidated Financial
Information. For details, see “Restated Consolidated Financial Information” and “Other Financial
Information” beginning on pages 302 and 405, respectively.

1. Basic and diluted earnings per Equity Share (“EPS”)

As derived from the Restated Consolidated Financial Information:

Financial Year/Period
Basic EPS(₹) Diluted EPS (₹) Weight
ended
March 31, 2025 1.66 1.65 3
March 31, 2024 (0.66) (0.66) 2
March 31, 2023 (2.25) (2.25) 1
Weighted Average 0.24 0.23 -
June 30, 2025* 0.05 0.05 -
June 30, 2024* 0.09 0.09 -
*
Not annualised.

Notes:

1. Earnings per share calculations are in accordance with Ind AS 33 (Earnings per Share) prescribed by the Ind AS Rules
• Basic EPS is calculated as restated (loss)/profit after tax divided by the weighted average number of Equity Shares outstanding
during the year/period.
• Diluted EPS is calculated as restated (loss)/profit after tax divided by the weighted average number of dilutive Equity Shares
outstanding during the year/period.
2. In case of year ended March 31, 2025 restated profit after tax used for computing the basic and diluted earnings per share includes
a one-time deferred tax asset credit of ₹ 2,112.12 million.
3. In view of losses during the years ended March 31, 2024 and March 31, 2023, the options which are anti-dilutive have been ignored
in the calculation of diluted earnings per share. Accordingly, there is no variation between basic and diluted earnings per share
for these years.
4. Weighted average is aggregate of year/period-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each
year/period divided by total of weights.
5. Weighted average outstanding equity shares is the number of equity shares outstanding at the beginning of the year/period adjusted
by the number of equity shares issued during the year/period multiplied by the time weighting factor.
6. Weights have been as determined by the Company.
7. The figures above are derived from the Restated Consolidated Financial Information.

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8. Basic EPS and Diluted EPS are further retrospectively adjusted for the changes in equity share capital pursuant to bonus issuance,
conversion of outstanding CCPS into equity shares and proposed issuance of equity shares against the outstanding options granted
and vested to the employees under the ESOP schemes.
9. Basic and diluted earnings per share are computed in accordance with Indian Accounting Standard 33 notified under the Companies
(Indian Accounting Standards) Rules of 2015 (as amended) read with the requirements of SEBI ICDR Regulations.

2. Price/Earning (“P/E”) ratio in relation to the Price Band of ₹ [●] to ₹ [●] per Equity Share:

Particulars P/E at the Floor Price* P/E at the Cap Price *

(no. of times) (no. of times)
Based on basic EPS for financial year ended March 31, 2025 [●] [●]
Based on diluted EPS for financial year ended March 31, 2025 [●] [●]
*
To be updated in the Prospectus.

3. Industry Peer Group P/E ratio

There are no listed companies in India or globally which operate in a similar business model as ours. We
operate an online marketplace for quality driven services and solutions across various home and beauty
categories for consumers. We are present in 51 cities across three countries, namely, India, United Arab
Emirates (“UAE”), and Singapore, excluding cities served by our Kingdom of Saudi Arabia Joint Venture,
(47 of which are in India, as at June 30, 2025). Consumers avail services and solutions on our platform
delivered by a team of trained, and independent service professionals. In Fiscals 2023 and 2024, we expanded
into home solutions with the launch of water purifiers and electronic door locks, respectively, under the brand
name ‘Native’. We have also recently launched, and are in the process of scaling up, our on-demand home-
help assistance (“InstaHelp”) offering in specific micro markets across a number of cities in India.

4. Return on Net Worth (“RoNW”)

As derived from the Restated Consolidated Financial Information:

Financial Year/Period ended RoNW (%) Weight

March 31, 2025 13.35 3
March 31, 2024 (7.18) 2
March 31, 2023 (23.33) 1
Weighted Average 0.40 -
June 30, 2025* 0.38 -
June 30, 2024* 0.91 -
*
Not annualised

Notes:
1. Return on Net Worth (in %) is calculated as restated (loss) / profit after tax for the year/period divided by the Net Worth at the end of
the respective year/period.
2. ICDR Regulations. In case of year ended March 31, 2025, restated profit after tax used for computing the return on net worth includes
a one-time deferred tax asset credit of ₹ 2,112.12 million.
3. Weighted average is aggregate of year/period-wise weighted Return on Net Worth divided by the aggregate of weights i.e. Return on
(Net Worth x weight) for each year/period divided by total of weights.
4. Net worth means aggregate of equity share capital and other equity as derived from the Restated Consolidated Financial Information.
Net Worth is a non-GAAP measure in accordance with Regulation 2(1)(hh) of the SEBI.

5. Net Asset Value (“NAV”) per Equity Share

NAV per Equity Share NAV per Share (₹)

As on June 30, 2025* 12.48
As on June 30, 2024* 9.80
As on March 31, 2025 12.46
As on March 31, 2024 9.19
As on March 31, 2023 9.64
After the completion of the Offer
- At the Floor Price [●]#
- At the Cap Price [●]#
Offer Price [●]#
*
Not annualised
#
To be populated in the Prospectus

170
Notes:

1. Net Asset Value per share represents Net Worth at the end of the year/period divided by the weighted average number of shares outstanding
during the year/period post-conversion of CCPS and the proposed issuance of equity shares against the outstanding vested options under
ESOP schemes.
2. Net Asset Value per share is further adjusted for the changes in equity share capital pursuant to proposed conversion of outstanding CCPS
into Equity Shares and proposed issuance of Equity Shares against the outstanding options granted and vested to the Employees under the
ESOP Schemes
3. The figures disclosed above are derived from the Restated Consolidated Financial Information of our Company.

Key Performance Indicators (“KPIs”)

The table below sets forth the details of the KPIs that our Company considers have a bearing for arriving at the
basis for Offer Price. These KPIs have been used historically by our Company to understand and analyse the
business performance, which in result, help us in analysing the growth of various verticals segments. The Bidders
can refer to the below-mentioned KPIs, being a combination of financial and operational metrics, to make an
assessment of our Company’s performance in various business verticals and make an informed decision.

The KPIs disclosed below have been approved and confirmed by a resolution of our Audit Committee dated
September 2, 2025 and certified by our Chief Financial Officer on behalf of the management of our Company by
way of certificate dated September 2, 2025. Further, the members of our Audit Committee have verified the details
of all KPIs pertaining to our Company and confirmed that the KPIs pertaining to our Company that have been
disclosed to investors at any point of time during the three years prior to the date of filing of this Red Herring
Prospectus have been disclosed in this section and have been subject to verification and certification by by J.C.
Bhalla & Co., Chartered Accountants (FRN: 001111N) pursuant to certificate dated September 2, 2025, which
has been included as part of the “Material Contracts and Documents for Inspections” beginning on page 553.

For details of other business and operating metrics disclosed elsewhere in this Red Herring Prospectus, see “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 218 and 406, respectively.

We have described and defined the KPIs, as applicable, in the section “Definitions and Abbreviations – Key
performance Indicators” on page 10.

In addition to the above, the Audit Committee also noted that other than the below mentioned KPIs, there are
certain items/ metrics which have not been disclosed in this Red Herring Prospectus as the same are either sensitive
to the business and operations, not critical or relevant for analysis of our financial and operational performance or
such items do not convey any meaningful information to determine performance of our Company.

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis,
at least once a year (or for any lesser period as determined by the Board of our Company), for a duration of one
year after the date of listing of the Equity Shares on the Stock Exchanges or till the utilisation of the proceeds
from the Offer, whichever is later, or for such other duration as required under the SEBI ICDR Regulations.

Details of our KPIs for the three months ended June 30, 2025, June 30 2024, and for the Financial Years March
31, 2025, March 31, 2024 and March 31, 2023 is set out below:

Metric Unit Three months ended Fiscal

June 30,

2025 2024 2025 2024 2023

Consolidated Business
Net Transaction Value (1) in ₹ million 10,306.06 8,591.82 32,709.14 25,639.05 20,779.49
Revenue from operations (2) in ₹ million 3,672.67 2,808.56 11,444.65 8,280.18 6,365.97
Contribution margin (3) % of NTV 19.67% 19.17% 19.53% 18.81% 16.51%
Adjusted EBITDA (4) in ₹ million 210.71 48.18 120.91 (1,190.12) (2,976.92)
Adjusted EBITDA Margin (5) % of NTV 2.04% 0.56% 0.37% (4.64)% (14.33)%
Adjusted EBITDA Margin (5) % of 5.74% 1.72% 1.06% (14.37)% (46.76)%
revenue
from
operations
Profit before tax (6) in ₹ million 56.35 126.21 285.53 (927.27) (3,124.42)
Deferred tax credit (7) in ₹ million 13.03 - 2,112.12 - -

171
 Metric Unit Three months ended Fiscal
June 30,

2025 2024 2025 2024 2023

Profit after tax (8) in ₹ million 69.38 126.21 2,397.65 (927.72) (3,124.84)
Annual transacting consumers (9) in million 7.02 6.04 6.78 5.75 4.93
Average monthly active service in number 54,347 50,992 47,833 46,012 42,523
professionals (10)
India (India consumer services and Native segments)
Net Transaction Value (1) in ₹ million 8,957.52 7,643.74 28,227.08 22,533.76 18,096.92
Revenue from India consumer in ₹ million 3,313.73 2,492.86 9,974.16 7,382.87 5,738.45
services and Native(2)
Adjusted EBITDA(4) in ₹ million 237.43 210.34 489.10 (357.96) (1,767.67)
Adjusted EBITDA Margin(5) % of NTV 2.65% 2.75% 1.73% (1.59)% (9.77)%
Adjusted EBITDA Margin (5) % of 7.17% 8.44% 4.90% (4.85)% (30.80)%
revenue
from
operations
India consumer services segment
Net Transaction Value (1) in ₹ million 8,166.37 7,401.21 26,671.95 22,155.82 18,051.92
Revenue from operations (2) in ₹ million 2,718.27 2,310.47 8,813.93 7,095.16 5,700.31
Revenue from external in ₹ million 2,224.26 1,907.96 6,948.22 5,627.68 4,355.67
customers – Services
Revenue from external in ₹ million 494.01 402.51 1,865.71 1,467.48 1,344.64
customers – Products
Contribution margin (3) % of NTV 20.29% 19.72% 20.20% 19.62% 17.73%
Adjusted EBITDA (4) in ₹ million 327.84 296.71 879.33 (101.08) (1,755.17)
Adjusted EBITDA Margin (5) % of NTV 4.01% 4.01% 3.30% (0.46)% (9.72)%
Adjusted EBITDA Margin (5) % of 12.06% 12.84% 9.98% (1.42)% (30.79)%
revenue
from
operations
Annual total transacting consumers in million 6.78 5.86 6.54 5.59 4.76
(9)

Average monthly active service in number 51,875 48,983 45,619 44,464 41,177
professionals (10)
Native segment
Net Transaction Value (1) in ₹ million 791.15 242.53 1,555.13 377.94 45.01
Revenue from operations (2) in ₹ million 595.46 182.39 1,160.23 287.71 38.14
Adjusted EBITDA (4) in ₹ million (90.41) (86.37) (390.23) (256.88) (12.50)
Adjusted EBITDA Margin(5) % of NTV (11.43)% (35.61)% (25.09)% (67.97)% (27.77)%
Adjusted EBITDA Margin (5) % of (15.18)% (47.35)% (33.63)% (89.28)% (32.77)%
revenue
from
operations
International business segment
Net Transaction Value (1) in ₹ million 1,348.54 948.08 4,482.06 3,105.29 2,682.57
Revenue from operations (2) in ₹ million 358.94 315.70 1,470.49 897.31 627.52
Contribution margin (3) % of NTV 17.47% 18.12% 19.03% 14.50% 8.35%
Adjusted EBITDA (4) in ₹ million (26.72) (162.16) (368.19) (832.16) (1,209.25)
Adjusted EBITDA Margin(5) % of NTV (1.98)% (17.10)% (8.21)% (26.80)% (45.08)%
Adjusted EBITDA Margin (5) % of (7.44)% (51.37)% (25.04)% (92.74)% (192.70)%
revenue
from
operations
Annual total transacting consumers in ₹ million 0.25 0.18 0.24 0.17 0.17
(9)

Average monthly active service in number 2,472 2,009 2,215 1,548 1,346
professionals (10)

(1) Net Transaction Value (“NTV”) represents the sum of NTV from services and NTV from Native. NTV from services represents the
monetary value paid by consumers towards services availed on our platform (gross of taxes, net of discounts, across the Urban Company
consumer application, mobile website, net of cancellations). It does not separately include revenue from sale of products sold by us to
service professionals as the amount charged to the consumer includes the cost of products to be used during service delivery. Further,
it does not include tips given to service professionals by consumers. NTV from Native represents the monetary value of Native products

172
 (i.e., water purifiers and electronic door locks) paid by consumers across the Urban Company consumer application, mobile website,
third party e-commerce sites and third-party retail stores. The price of the products sold on third party e-commerce sites and third-party
retail stores are assumed to be same as price of the products sold on Urban Company consumer application (gross of taxes across the
Urban Company consumer application, mobile website and third-party e-commerce sites and third-party retail stores, net of order
cancellations/ returns and discounts, gross of channel commissions).
(2) Revenue from operations is as disclosed in the Restated Consolidated Financial Information. Segment revenue of “India consumer
services”, “Native products” and “International business” is as per the segment revenue stated in note no. 42 in the Restated
Consolidated Financial Information.
(3) Contribution margin represents contribution profit as a percentage of NTV. Contribution profit represents the revenue from operations
less (i) cost of providing services where our Company is the service provider, (ii) cost of goods sold, (iii) certain other direct costs
namely, payment gateway charges, communication costs and minimum guarantee payouts, (iv) support costs and refunds, (v) logistics
costs, and (vi) cloud hosting costs.
(4) Adjusted EBITDA is defined as profit before tax less other income, plus finance costs, depreciation and amortization expense, share
based payment expense, inventory loss on account of fire, listing expenses and share of net loss of joint venture accounted for using
equity method and less payment of lease liabilities. For further details, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Non-GAAP Financial Measures – Restated profit/(loss) to Adjusted EBITDA” on page 429.
(5) Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of NTV and as a percentage of Revenue from Operations.
(6) Profit before tax is as disclosed in the Restated Consolidated Financial Information.
(7) Deferred tax credit is as disclosed in the Restated Consolidated Financial Information.
(8) Profit after tax is as disclosed in the Restated Consolidated Financial Information.
(9) Annual transacting consumers represents the total number of unique consumers who have availed at least one service or more in the
trailing 12 month period prior to the end of the reporting period.
(10) Average monthly active service professionals represent the service professionals who have delivered at least one service during a given
month. This figure is calculated by averaging the number of such service professionals across all months in a specified period / year.
This figure does not include the additional personnel hired by the service professionals.

A list of our KPIs along with a brief explanation of the relevance of the KPIs to our business operations are set
forth below. All such KPIs have been defined consistently and precisely in “Definitions and Abbreviations –
Conventional and General Terms or Abbreviations” beginning on page 12.

KPIs Explanation for the KPI

Net Transaction Value As a single home services and solutions app, we believe that tracking the aggregate NTV from
our businesses helps us track the aggregate engagement of users. We further believe that
tracking our segment NTV helps us track the engagement of our users for our key segments in
terms of their spends. We have accordingly included India (India consumer service and native)
NTV, India consumer services NTV, Native NTV across different channels, and International
business NTV as key performance indicators.
Revenue from operations We believe that tracking our Revenue from operations enables us to better analyze the overall
financial and business performance of our Company and the size of our overall business.

We further believe that tracking the Revenue from operations for each segment enables us to
track the performance of each individual business and take business decisions that drive the
financial health of each segment.

We have accordingly included Consolidated revenue from operations for individual segments,
i.e. (i) India consumer services; (ii) Native; and (iii) International business , as key performance
indicators.
Contribution Margin We believe that Contribution Margin measures profitability at an aggregate orders /
transactions-level (i.e. before fixed costs), and hence enables us to track and assess unit metrics.
It also helps us analyse and assess the scale of business required to cover our fixed costs.
We have accordingly included the Contribution Margin for our consolidated business and across
our key segments: (i) India consumer services; and (ii) International business.
Adjusted EBITDA We believe that tracking Adjusted EBITDA/ Adjusted EBITDA Margin helps us evaluate
operating performance across our business segments and for the Company as a whole. It also
helps us assess the health of our business as it factors in all operating expenses, variable and
fixed, across all our segments and eliminates items that are non-operational in nature and may
Adjusted EBITDA not be reflective of the ongoing operating performance of our Company.
Margin
We have accordingly included our Consolidated Adjusted EBITDA/ Adjusted EBITDA Margin
and the Adjusted EBITDA for individual segments, i.e. (i) India consumer services; (ii) Native;
and (iii) International business as key performance indicators.
Profit before tax Profit before tax is a useful metric to assess the company’s ability to generate earnings before
the impact of tax expense and the impact of deferred tax assets/ liabilities, which may vary
across regions or periods. It represents a consistent and comparable financial performance
measure.
Profit after tax Profit after tax represents the company’s net earnings after all expenses, including taxes, have
been accounted for. Profit after tax is a key measure of the company's overall financial health
and its ability to generate profit for shareholders. It directly impacts shareholder returns and

173
 KPIs Explanation for the KPI
provides a clear indication of the company’s financial performance after considering all
operating, financing, and tax-related costs.
Deferred tax credit Deferred tax credit enables understanding the restated profit after tax for the year/period better
and the levers affecting the restated profit after tax for the year/period.
Average monthly active Average monthly active service professionals helps us understand the width of our supply side
service professionals network across service offerings. It reflects the platform’s ability to attract and maintain a strong
base of professionals to meet consumer demand and plan investments in our training and
technology infrastructure.
Annual transacting Annual transacting consumers helps us understand consumer adoption, reach and our ability to
consumers retain users across multiple services offered on our home and beauty services platform. It also
helps in marketing and growth decisions.

Comparison of KPIs based on additions or dispositions to our business

Our Company has not made any additions or dispositions to its business in three months ended June 30, 2025 and
June 30, 2024, and for the Financial Years March 31, 2025, March 31, 2024 and March 31, 2023.

Description on the historic use of the KPIs by our Company to analyze, track or monitor the operational
and/or financial performance of our Company

In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to
review and assess our financial and operating performance. The presentation of these KPIs is not intended to be
considered in isolation or as a substitute for the Restated Consolidated Financial Information. We use these KPIs
to evaluate our financial and operating performance. Some of these KPIs are not defined under Ind AS and are
not presented in accordance with Ind AS. These KPIs have limitations as analytical tools. Although these KPIs
are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s
management believes that it provides an additional tool for investors to use in evaluating our ongoing operating
results and trends because it provides consistency and comparability with past financial performance, when taken
collectively with financial measures prepared in accordance with Ind AS.

a. Comparison of KPIs with listed industry peers

We operate an online marketplace for quality driven services and solutions across various home and beauty
categories for consumers. We are present in 51 cities across three countries, namely, India, United Arab Emirates
(“UAE”), and Singapore, excluding cities served by our Kingdom of Saudi Arabia Joint Venture, (47 of which
are in India, as at June 30, 2025). Consumers avail services and solutions on our platform, delivered by a team of
trained and independent service professionals. In Fiscals 2023 and 2024, we expanded into home solutions with
the launch of water purifiers and electronic door locks. We have also recently launched, and are in the process of
scaling up, our on-demand home-help assistance (“InstaHelp”) offering in specific micro markets across a
number of cities in India. Accordingly, there are no listed companies in India or globally which operates in a
similar business model which can be used for our KPI comparison with Industry peers Accordingly, we have not
provided an industry comparison in relation to our Company.

b. Weighted average cost of acquisition, Floor Price and Cap Price

1. Price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based
on primary issuances of Equity Shares or convertible securities (excluding Equity Shares issued under
Employee Stock Option Scheme and issuance of Equity Shares pursuant to a bonus issue) during the 18
months preceding the date of this Red Herring Prospectus, where such issuance is equal to or more than
5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital
before such transaction(s) and excluding ESOPs granted but not vested) in a single transaction or multiple
transactions combined together over a span of rolling 30 days (“Primary Issuances”).

174
Date of Name of allottees Number of Equity Transaction as a Total Cost Weighted
Allotment Shares or convertible % of fully diluted average cost of
securities allotted capital of the acquisition
Company based on
(calculated based primary issue
on the pre-issue of Equity
capital before Shares or
such convertible
transaction/s) securities
August 24, Conversion of Series A CCPS, 900,285,950 61.23% 22,718,212,805 25.23
2025 Series A1 CCPS, Series B
CCPS, Series B1 CCPS,
Series C CCPS, Series D
CCPS, Series E CCPS and
Series F CCPS to equity
shares
*
As certified by J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), by their certificate dated September 2, 2025.

2. Price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on
secondary sale or acquisition of equity shares or convertible securities (excluding gifts) involving the
Promoters, members of the Promoter Group, any of the Selling Shareholders or other Shareholders of our
Company with rights to nominate directors on our Board during the 18 months preceding the date of filing
of this Red Herring Prospectus, where the acquisition or sale is equal to or more than 5% of the fully
diluted paid-up share capital of our Company (calculated based on the pre-Offer capital before such
transaction/s, and excluding ESOPs granted but not vested) in a single transaction or multiple transactions
combined together over a span of rolling 30 days (“Secondary Transactions”)

Nil*
*
As certified by J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), by their certificate dated September 2, 2025.

3. If there are no such transactions to report under 1 and 2 above, the following are the details of the price
per share of our Company basis the last five primary or secondary transactions (secondary transactions
where our Promoters, members of the Promoter Group, Selling Shareholders or other Shareholder(s)
having the right to nominate director(s) on our Board, are a party to the transaction), not older than three
years prior to the date of this Red Herring Prospectus irrespective of the size of transactions:

(This portion is intentionally left blank)

175
Sr. Date of Nature Nature of Name of transferor Name of transferee Number of Equity Face Price Total
No. Allotment/transfer of considera Shares or Valu per Consideration
of Shares transacti tion convertible e Share
on securities (₹)
acquired/transferr
ed
January 16, 2025 Transfer Cash Abhiraj Singh Bhal DharanaUC Limited 1,785,000 1 96.37 172,014,398.86
January 16, 2025 Transfer Cash Varun Khaitan DharanaUC Limited 1,785,000 1 96.37 172,014,398.86
1 January 16, 2025 Transfer Cash Raghav Chandra DharanaUC Limited 1,242,500 1 96.37 119,735,512.93
January 16, 2025 Transfer Cash Raghav Chandra VY Dharana EM Technology Fund L.P. (now known as 335,000 1 96.37 32,282,814.35
Dharana Fund, L.P.)
2 January 21, 2025 Transfer Cash Raghav Chandra Sanjiv Rangrass 20,000 1 96.00 1,920,000.00
February 13, 2025 Transfer Cash Raghav Chandra Venturesail Through LLP 95,000 1 96.00 9,120,000.00
February 13, 2025 Transfer Cash Raghav Chandra Sri Harsha Majety 92,500 1 96.00 8,880,000.00
February 13, 2025 Transfer Cash Amit Das Dharana Fund, L.P. (formerly known as VY Dharana EM 1,220,000 1 96.00 1,171,20,000.00
Technology Fund L.P.)
February 13, 2025 Transfer Cash Manish Jain Dharana Fund, L.P. (formerly known as VY Dharana EM 30,000 1 96.00 2,880,000.00
Technology Fund L.P.)
February 13, 2025 Transfer Cash Yi Fang Goh Dharana Fund, L.P. (formerly known as VY Dharana EM 5,000 1 96.00 480,000.00
Technology Fund L.P.)
February 13, 2025 Transfer Cash Chong Chen Chen Brenda Dharana Fund, L.P. (formerly known as VY Dharana EM 5,000 1 96.00 4,80,000.00
Technology Fund L.P.)
February 13, 2025 Transfer Cash Yeo Chin Wee Kenneth Dharana Fund, L.P. (formerly known as VY Dharana EM 5,000 1 96.00 480,000.00
3
Technology Fund L.P.)
February 13, 2025 Transfer Cash Kenneth Leong Heng Kang Dharana Fund, L.P. (formerly known as VY Dharana EM 17,500 1 96.00 1,680,000.00
Technology Fund L.P.)
February 13, 2025 Transfer Cash Wong Junjie Jeremy Dharana Fund, L.P. (formerly known as VY Dharana EM 45,000 1 96.00 4,320,000.00
Technology Fund L.P.)
February 13, 2025 Transfer Cash Pulkit Walia Dharana Fund, L.P. (formerly known as VY Dharana EM 37,500 1 96.00 3,600,000.00
Technology Fund L.P.)
February 13, 2025 Transfer Cash Joon Ming Yeo Dharana Fund, L.P. (formerly known as VY Dharana EM 50,000 1 96.00 4,800,000.00
Technology Fund L.P.)
February 13, 2025 Transfer Cash Alokraj Ambadipudi Dharana Fund, L.P. (formerly known as VY Dharana EM 187,500 1 96.00 18,000,000.00
Technology Fund L.P.)
April 18, 2025 Transfer Cash Narasimha Sripad Panyam Dharana Fund, L.P. (formerly known as VY Dharana EM 1,039,175 1 97.00 100,800,000.00
Technology Fund L.P.)
4
April 18, 2025 Transfer Cash Narasimha Sripad Panyam Dharana Fund, L.P. (formerly known as VY Dharana EM 10,825 1 97.00 1,050,000.00
Technology Fund L.P.)
August 24, 2025 Transfer Cash Internet Fund V Pte. Ltd. Ultratopcolux SCSp 8,504,500 1 103.00 876,000,000.00
5 August 24, 2025 Transfer Cash Accel India IV (Mauritius) Naspers Ventures B.V. 8,436,930 1 103.23
Limited 870,919,615.74

176
Sr. Date of Nature Nature of Name of transferor Name of transferee Number of Equity Face Price Total
No. Allotment/transfer of considera Shares or Valu per Consideration
of Shares transacti tion convertible e Share
on securities (₹)
acquired/transferr
ed
Weighted Average Cost of Acquisition 100.95
*
As certified by J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), by their certificate dated September 2, 2025.
Notes:
1. Allotments pursuant to ESOP, bonus and transfers pursuant to gifts have been excluded for the purpose of above table.
2. Number of Equity Shares acquired and issue price per Equity Share has been adjusted for bonus issuance and conversion of preference shares.
3. Since multiple transfers were made on single date at the same price per share, these transactions have been considered as one transaction for the purpose of the above table.

177
 4. The weighted average cost of acquisition based on Primary/ Secondary transactions mentioned
under 1,2 or 3 above, are disclosed below:

Past transactions Weighted average cost of Floor Price*# (₹) Cap Price*# (₹)
acquisition per Equity Share (₹)*
Weighted average cost of 25.23 [●] [●]
acquisition of Primary
Issuances
Weighted average cost of N.A. N.A. N.A.
acquisition of Secondary
Transactions
Since there were no secondary transactions of equity shares of the Company during the 18 months preceding the
date of filing of this Red Herring Prospectus, the information has been disclosed for price per share of the
Company based on the last five secondary transactions where promoter/promoter group entities or Selling
Shareholders or shareholder(s) having the right to nominate director(s) on the Board, are a party to the
transaction, not older than three years prior to the date of filing of this Red Herring Prospectus irrespective of
the size of the transaction.
Based on secondary 100.95 [●] [●]
transactions
*
As certified by J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), by their certificate dated September 2, 2025.
#
To be updated at the Prospectus stage.

5. Detailed explanation for Offer Price/ Cap Price along with our Company’s KPIs and financial
ratios for the periods presented in the Restated Consolidated Financial Information and in view
of the external factors which may have influenced the pricing of the issue, if any

[●]*

The Offer Price of ₹ [●] has been determined by our Company in consultation with the BRLMs, on the
basis of the demand from investors for the Equity Shares through the Book Building Process. Our
Company, in consultation with the BRLMs, are justified of the Offer Price in view of the above
qualitative and quantitative parameters.
*
This will be included on finalisation of Price Band. The Offer Price of ₹ [●] has been determined by our Company, in
consultation with the BRLMs, on the basis of the demand from investors for the Equity Shares through the Book Building process.

Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”,
“Management Discussion and Analysis of Financial Condition and Revenue from Operations” and “Restated
Consolidated Financial Information” beginning on pages 33, 406 and 302, respectively, to have a more
informed view.

The trading price of the Equity Shares could decline due to the factors mentioned in the section “Risk Factors”
beginning on page 33 and any other factors that may arise in the future and you may lose all or part of your
investments.

178
 STATEMENT OF SPECIAL TAX BENEFITS

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY

To,
The Board of Directors
Urban Company Limited (formerly UrbanClap Technologies India Limited)
Unit No. 08, Ground Floor,
Rectangle 1, D4, Saket District Centre,
South Delhi, New Delhi,
Delhi, India, 110017.

Re: Proposed initial public offering of equity shares of face value of ₹ 1 (the “Equity Shares”) of Urban
Company Limited (the “Company” and such offering, the “Offer”)

We, J. C. Bhalla & Co., Chartered Accountants have been informed that the Company proposes to file the red
herring prospectus (“RHP”) and the prospectus with the Securities and Exchange Board of India (“SEBI”),
BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges”), Registrar
of Companies, Delhi & Haryana at New Delhi (“RoC”), in accordance with the provisions of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended
(“ICDR Regulations”).

We confirm that the enclosed Annexure A and B (together, the “Annexures”), prepared by the Company,
provides the special tax benefits available to the Company and to the shareholders of the Company as stated in
those Annexures, under:

• the Income-tax Act, 1961 (the “Act”), as amended by the Finance Act, 2025, applicable for the Financial
Year 2025-26 relevant to the Assessment Year 2026-27, presently in force in India and
• the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017 and the
applicable State/Union Territory Goods and Services Tax Act, 2017 and the relevant rules, circulars and
notifications made thereunder (“GST Acts”), as amended from time to time, the Customs Act, 1962
(“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff Act”), as amended by the Finance Act, 2025
applicable for the Financial Year 2025-26, presently in force in India.

The Act, the GST Acts, Customs Act and Tariff Act, as defined above, are collectively referred to as the
“Relevant Acts”.

Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed
under the relevant provisions of the Relevant Acts. Hence, the ability of the Company and/or its shareholders
to derive the tax benefits is dependent upon their fulfilling of such conditions which, based on business
imperatives the Company face in the future, the Company or its shareholders may or may not choose to fulfil.

The benefits discussed in the enclosed Annexures are not exhaustive and the preparation of the contents stated
in the Annexures is the responsibility of the management of the Company. We are informed that these
Annexures are only intended to provide general information to the investors and is neither designed nor intended
to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the
changing tax laws, each investor is advised to consult their own tax consultant with respect to the specific tax
implications arising out of their participation in the Offer.

We do not express any opinion or provide any assurance as to whether:

i) the Company or its shareholders will continue to obtain these benefits in future;
ii) the conditions prescribed for availing the benefits have been / would be met with; and
iii) the revenue authorities/courts will concur with the views expressed herein.

The contents of the enclosed Annexures are based on information, explanations and representations obtained
from the Company and on the basis of their understanding of the business activities and operations of the
Company.

179
We hereby confirm that while providing this certificate we have complied with the Code of Ethics and the
Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical
Financial Information, and Other Assurance and Related Services Engagements, issued by the Institute of
Chartered Accountants of India.

We confirm that the information in this certificate is true, fair, correct, accurate and there is no untrue statement
or omission which would render the contents of this certificate misleading in its form or context.

All capitalized terms used but not defined herein shall have the meaning assigned to them in the Offer
Documents.

Yours faithfully,

For J. C. Bhalla & Co.

Chartered Accountants
ICAI Firm Registration No: 001111N

(Akhil Bhalla)
Partner
Membership No. 505002
Peer Review Certificate No. 018518
UDIN: 25505002BMIMCI6465

Place: Noida
Date : September 02, 2025

180
 Annexure A

STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO COMPANY

AND ITS SHAREHOLDERS

The statement of direct tax benefits enumerated below is as per the Income Tax Act 1961 (‘the act’) as amended
from time to time and applicable for financial year 2025-26 relevant to assessment year 2026-27

I. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY

A. Lower Corporate tax rate under section 115BAA of the Act

• As per section 115BAA of the act inserted by the Taxation Laws (Amendment) Act, 2019
(“the Amendment Act, 2019”) w.e.f. April 1, 2020 i.e. AY 2020-21 an option is granted to
domestic companies to compute corporate tax at a reduced rate of 25.17% (22% plus
surcharge of 10% and cess of 4%) on fulfillment of certain conditions. The option once
exercised through filing of Form 10-IC on or before the due date of filing return of income
on the income tax portal shall apply to subsequent assessment years. The concessional tax
rate of 22% is subject to the company not availing any of the following deductions under the
provisions of the act:
Section 10AA: Tax holiday available to units in a Special Economic Zone
Section 32(1)(iia): Additional Depreciation
Section 32AD: Investment Allowance
Section 33AB/33ABA: Tax Coffee rubber development expenses/ site restoration expenses
Section 35(1)/35(2AA)/35(2AB): Expenditure on scientific research
Section 35AD: Deduction for capital expenditure incurred on specified Businesses
Section 35CCC/35CCD: expenditure on agricultural extension/ skill development
Chapter VI-A except for the provisions of section 80JJAA and Section 80M

• The total income of a company availing the concessional rate is required without set-off of
any carried forward loss and depreciation attributable to any of the aforesaid
deductions/incentives.
Further, provisions of Minimum Alternate Tax (“MAT”) under section 115JB of the Act shall
not be applicable to companies availing reduced tax rate, thus any carried forward MAT credit
also cannot be claimed.

• The provisions do not specify any limitation/ condition on account of turnover, nature of
business or date of incorporation for opting for the concessional tax rate. Accordingly, all
existing as well as new domestic companies are eligible to avail this concessional rate of tax.

B. Deduction in respect of inter-corporate dividends – Section 80M of the Act

As per the provisions of section 80M of the Act, a domestic company (“Resident Corporate
Shareholder”) can claim a deduction of an amount equal to dividends received from another
domestic company or a foreign company or a business trust. Such deduction shall be claimed
from gross total income of the Resident Corporate Shareholder and shall not exceed the
amount of dividend distributed by it on or before the due date. The “due date” means the date
one month prior to the date for furnishing the return of income under sub-section (1) of section
139 of the Act.

The deduction under section 80M is available even if domestic company opts for concessional
tax rate under section 115BAA of the act.

C. Deduction under section 80JJAA of the Act

As per the provisions of Section 80JJAA of the Act, where the gross total income of an
assessee, to whom provisions of section 44AB of the Act applies, includes any profit and
gains derived from business, then such assessee shall be entitled to claim a deduction of an
amount equal to thirty percent of additional employee cost incurred in the course of such
business in the previous year, for

181
 three assessment years including the assessment year relevant to the previous year in which
such employment is provided. The eligibility to claim the deduction is subject to fulfilment
of prescribed conditions specified in sub-section (2) of section 80JJAA of the Act.

II. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS

There are no special tax benefits available to the shareholders of the Company for investing in the
equity shares of the company. However, such shareholders shall be liable to concessional tax rates
on certain incomes under the extant provisions of the Act. Further, it may be noted that these are
general tax benefits available to equity shareholders, other shareholders holding any other type of
instrument are not covered below.

A. The Company would be required to deduct tax at source on the dividend paid to the Shareholders,
at applicable rates specified under the Act, subject to Double Taxation Avoidance Agreement, in
case of Shareholders who are eligible to claim benefit under Double Taxation Avoidance
Agreement. In case of shareholders who are individuals, Hindu Undivided Family, Association of
Persons, Body of Individuals, whether incorporated or not and every artificial juridical person,
surcharge would be restricted to 15%, if the income exceeds INR 1 crore. However, if the income
is between INR 50 lakhs to INR 1 crore, surcharge at the rate of 10% shall apply. The Shareholders
would be eligible to claim the credit of such tax in their return of income.

B. As per the provisions of section 80M of the Act, a Resident Corporate Shareholder can claim
deduction of an amount equal to dividends received from another domestic company or a foreign
company or a business trust. Such deduction shall be claimed from gross total income of the
resident corporate shareholder and shall not exceed the amount of dividend distributed by it on or
before the due date.

The “due date” means the date one month prior to the date for furnishing the return of income
under sub-section (1) of section 139 of the Act.

C. As per Section 112A of the Act, long-term capital gains arising from transfer of an equity share,
or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 12.5% (plus
applicable surcharge and cess) (without indexation) of such capital gains subject to fulfillment of
prescribed conditions under the Act. It is worthwhile to note that tax shall be levied where such
capital gains exceed INR 1,25,000.

D. As per Section 111A of the Act, short term capital gains arising from transfer of a listed equity
share, or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 20% (plus
applicable surcharge and cess) subject to fulfillment of prescribed conditions under the Act.

E. Non-resident shareholders can offer the income to tax under the beneficial provisions of the
Double Taxation Avoidance Agreement, if any, subject to eligibility and furnishing of requisite
documents such as tax residency certificate, electronically filed Form 10F, No Permanent
Establishment Certificate, etc. (as may be applicable) Further, non-resident shareholders would
be eligible to claim the foreign tax credit, based on the local laws of the country of which the
shareholder is the resident. Shareholders being Individual and HUF can opt to be taxed as per the
new tax rates mentioned under section 115BAC of the Act.

182
 Annexure B

STATEMENT OF POSSIBLE SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO COMPANY

AND ITS SHAREHOLDERS

There are no special indirect tax benefits available to the Company or its Shareholders under Indirect Tax
Regulations in India.

183
 STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE MATERIAL SUBSIDIARY

To,
The Board of Directors
Urban Company Limited (formerly UrbanClap Technologies India Limited)
Unit No. 08, Ground Floor, Rectangle 1, D4, Saket District Centre,
South Delhi, New Delhi, Delhi, India, 110017.

The Board of Directors

Handyhome Solutions Private Limited
Unit No. 08, Ground Floor, Rectangle 1,
D4, Saket District Centre, South Delhi,
New Delhi, Delhi, India, 110017.

Re: Proposed initial public offering of equity shares of face value of ₹ 1 (the “Equity Shares”) of Urban
Company Limited (the “Company” and such offering, the “Offer”)

We, J. C. Bhalla & Co., Chartered Accountants, have been informed that the Company proposes to file the red
herring prospectus (“RHP”) and the prospectus with the Securities and Exchange Board of India (“SEBI”),
BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges”), Registrar
of Companies, Delhi & Haryana at New Delhi (“RoC”), in accordance with the provisions of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended
(“ICDR Regulations”).

We confirm that the enclosed Annexure A and B (together, the “Annexures”), prepared by the Company,
provides the special tax benefits available to Handyhome Solutions Private Limited
(the “Material Subsidiary”) as stated in those Annexures, under:

• the Income-tax Act, 1961 (the “Act”), as amended by the Finance Act, 2025, applicable for the Financial
Year 2025-26 relevant to the Assessment Year 2026-27, presently in force in India and

• the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017 and the
applicable State/Union Territory Goods and Services Tax Act, 2017 and the relevant rules, circulars and
notifications made thereunder (“GST Acts”), as amended from time to time, the Customs Act, 1962
(“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff Act”), as amended by the Finance Act, 2025
applicable for the Financial Year 2025-26, presently in force in India.

The Act, the GST Acts, Customs Act and Tariff Act, as defined above, are collectively referred to as the
“Relevant Acts”.

Several of these benefits are dependent on the Material Subsidiary fulfilling the conditions prescribed under the
relevant provisions of the Relevant Acts. Hence, the ability of the Material Subsidiary to derive the tax benefits
is dependent upon their fulfilling of such conditions which, based on business imperatives the Material
Subsidiary face in the future, the Material Subsidiary may or may not choose to fulfil.

The benefits discussed in the enclosed Annexures are not exhaustive and the preparation of the contents stated
in the Annexures is the responsibility of the management of the Material Subsidiary. We are informed that these
Annexures are only intended to provide general information to the investors and is neither designed nor intended
to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the
changing tax laws, each investor is advised to consult their own tax consultant with respect to the specific tax
implications arising out of their participation in the Offer.

We do not express any opinion or provide any assurance as to whether:

iv) the Material Subsidiary will continue to obtain these benefits in future;
v) the conditions prescribed for availing the benefits have been / would be met with; and
vi) the revenue authorities/courts will concur with the views expressed herein.

184
The contents of the enclosed Annexures are based on information, explanations and representations obtained
from the Material Subsidiary and on the basis of their understanding of the business activities and operations of
the Material Subsidiary.

We hereby confirm that while providing this certificate we have complied with the Code of Ethics and the
Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical
Financial Information, and Other Assurance and Related Services Engagements, issued by the Institute of
Chartered Accountants of India.

We confirm that the information in this certificate is true, fair, correct, accurate and there is no untrue statement
or omission which would render the contents of this certificate misleading in its form or context.

This certificate is issued for the purpose of the Offer, and can be used, in full or part, for inclusion in the RHP,
the prospectus and any other material used in connection with the Offer (together, the “Offer Documents”)
which may be filed by the Company with SEBI, Stock Exchanges, RoC and / or any other regulatory or statutory
authority.

We hereby consent to our name and the aforementioned details being included in the Offer Documents and/or
consent to the submission of this certificate as may be necessary, to the SEBI, RoC, Stock Exchanges and/or
any other regulatory/statutory authority as may be required and/or for the records to be maintained by the
BRLMs in connection with the Offer and in accordance with applicable law.

This certificate may be relied on by the Company, the BRLMs, their affiliates and the legal counsel to each of
the Company and the BRLMs appointed in relation to the Offer and to assist the BRLMs in conducting and
documenting their investigation of the affairs of the Company in connection with the Offer. We hereby consent
to this certificate letter being disclosed by the BRLMs, if required (i) by reason of any law, regulation, order or
request of a court or by any governmental or competent regulatory authority, or on the request of the Stock
Exchanges or (ii) in seeking to establish a defense in connection with, or to avoid, any actual, potential or
threatened legal, arbitral or regulatory proceeding or investigation or (iii) for the records to be maintained by
the BRLMs and in accordance with applicable law.

We undertake to immediately communicate, in writing, any changes to the above information/confirmations, as

and when: (i) made available to us; or (ii) we become aware of any such changes, to the BRLMs and the
Company until the Equity Shares allotted in the Offer commence trading on the Stock Exchanges. In the absence
of any such communication from us, the Company, the Material Subsidiary, the BRLMs and the legal advisors
appointed with respect to Offer can assume that there is no change to the information/confirmations forming
part of this certificate and accordingly, such information should be considered to be true and correct.

All capitalized terms used but not defined herein shall have the meaning assigned to them in the Offer
Documents.

Yours Sincerely,

For J. C. Bhalla & Co.

Chartered Accountants
ICAI Firm Registration No: 001111N

(Akhil Bhalla)
Partner
Membership No. 505002
Peer Review Certificate No. 018518
UDIN: 25505002BMIMCR2452

Place: Noida
Date : September 02, 2025

185
 Annexure A

STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO MATERIAL

SUBSIDIARY

The statement of direct tax benefits enumerated below is as per the Income Tax Act 1961 (‘the act’) as amended
from time to time and applicable for financial year 2025-26 relevant to assessment year 2026-27

III. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE MATERIAL SUBSIDIARY

D. Lower Corporate tax rate under section 115BAA of the Act

• As per section 115BAA of the act inserted by the Taxation Laws (Amendment) Act, 2019
(“the Amendment Act, 2019”) w.e.f. April 1, 2020 i.e. AY 2020-21 an option is granted to
domestic companies to compute corporate tax at a reduced rate of 25.17% (22% plus
surcharge of 10% and cess of 4%) on fulfillment of certain conditions. The option once
exercised through filing of Form 10-IC on or before the due date of filing return of income
on the income tax portal shall apply to subsequent assessment years. The concessional tax
rate of 22% is subject to the Material Subsidiary not availing any of the following deductions
under the provisions of the act:
Section 10AA: Tax holiday available to units in a Special Economic Zone
Section 32(1)(iia): Additional Depreciation
Section 32AD: Investment Allowance
Section 33AB/33ABA: Tax Coffee rubber development expenses/ site restoration expenses
Section 35(1)/35(2AA)/35(2AB): Expenditure on scientific research
Section 35AD: Deduction for capital expenditure incurred on specified Businesses
Section 35CCC/35CCD: expenditure on agricultural extension/ skill development
Chapter VI-A except for the provisions of section 80JJAA and Section 80M

• The total income of Material Subsidiary availing the concessional rate is required without set-
off of any carried forward loss and depreciation attributable to any of the aforesaid
deductions/incentives.
Further, provisions of Minimum Alternate Tax (“MAT”) under section 115JB of the Act shall
not be applicable to companies availing reduced tax rate, thus any carried forward MAT credit
also cannot be claimed.

• The provisions do not specify any limitation/ condition on account of turnover, nature of
business or date of incorporation for opting for the concessional tax rate. Accordingly, all
existing as well as new domestic companies are eligible to avail this concessional rate of tax.

E. Deduction under section 80JJAA of the Act

As per the provisions of Section 80JJAA of the Act, where the gross total income of an
assessee, to whom provisions of section 44AB of the Act applies, includes any profit and
gains derived from business, then such assessee shall be entitled to claim a deduction of an
amount equal to thirty percent of additional employee cost incurred in the course of such
business in the previous year, for
three assessment years including the assessment year relevant to the previous year in which
such employment is provided. The eligibility to claim the deduction is subject to fulfilment
of prescribed conditions specified in sub-section (2) of section 80JJAA of the Act.

186
 Annexure B

STATEMENT OF POSSIBLE SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO MATERIAL

SUBSIDIAERY

There are no special indirect tax benefits available to the Material Subsidiary under Indirect Tax Regulations in
India.

187
 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of certain U.S. federal income tax consequences to U.S. Holders (defined below)
of acquiring, owning and disposing of Equity Shares, but it does not purport to be a comprehensive discussion
of all tax considerations that may be relevant to a particular person’s decision to acquire Equity Shares. This
discussion applies only to a U.S. Holder that acquires Equity Shares in the Offer and that owns Equity Shares
as capital assets for U.S. federal income tax purposes. This discussion is based on the U.S. Internal Revenue
Code of 1986, as amended (the “Code”), its legislative history, U.S. Treasury regulations promulgated under
the Code, and administrative rulings and judicial interpretations thereof, in each case as in effect of the date of
this Red Herring Prospectus. Except as expressly described herein, this discussion does not address the U.S.
federal income tax consequences that may apply to U.S. Holders under the Convention Between the
Government of the United States of America and the Government of the Republic of India for the Avoidance
of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the “Treaty”). All
of the foregoing authorities are subject to change, which change could apply retroactively and could affect the
tax consequences described below. No ruling will be sought from the U.S. Internal Revenue Service (the “IRS”)
with respect to any statement or conclusion in this discussion, and there can be no assurance that the IRS will
not challenge such statement or conclusion in the following discussion or, if challenged, that a court will uphold
such statement or conclusion.
In addition, this discussion does not describe all of the tax consequences that may be relevant in light of a U.S.
Holder’s particular circumstances, including any U.S. state, local or non-U.S. tax law, the Medicare tax on net
investment income, and any estate or gift tax laws, and it does not describe differing tax consequences applicable
to U.S. Holders subject to special rules, such as:

• certain banks or financial institutions;

• regulated investment companies and real estate investment trusts;

• dealers or traders in securities that use a mark-to-market method of tax accounting;

• insurance companies;

• persons holding Equity Shares as part of a hedge, straddle, constructive sale, wash sale, or conversion,
integrated or similar transaction;

• persons liable for the alternative minimum tax;

• persons required for U.S. federal income tax purposes to accelerate the recognition of any item of gross
income with respect to our Equity Shares as a result of such income being recognized on an applicable
financial statement;

• persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

• entities or arrangements classified as partnerships or pass-through entities for U.S. federal income tax
purposes or holders of equity interests therein;

• tax-exempt entities, “individual retirement accounts” or “Roth IRAs”;

• certain U.S. expatriates;

• persons that own, directly, indirectly or constructively, ten percent (10%) or more of the total voting power
or value of all of our outstanding stock; or

• persons owning Equity Shares in connection with a trade or business conducted outside the United States.
U.S. Holders should consult their tax advisors concerning the U.S. federal, state, local and non-U.S. tax
consequences of acquiring, owning and disposing of Equity Shares in their particular circumstances.
For purposes of this discussion, a “U.S. Holder” is a person that, for U.S. federal income tax purposes, is a
beneficial owner of Equity Shares and is:

• an individual citizen or resident of the United States;

• a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the
United States, any state therein or the District of Columbia;

188
• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if a court within the United States is able to exercise primary supervision over its administration and
one or more United States persons (as defined in the Code) have the authority to control all substantial
decisions of the trust or otherwise if the trust has a valid election in effect under current Treasury regulations
to be treated as a United States person (as defined in the Code).
If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes owns Equity
Shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and
the status and activities of the partnership. Partnerships owning Equity Shares and partners in such partnerships
should consult their tax advisors as to the particular U.S. federal income tax consequences of acquiring, owning
and disposing of the Equity Shares.
THE DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS SET OUT BELOW IS FOR
GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR
TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP,
OR DISPOSITION OF EQUITY SHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES,
INCLUDING THE APPLICABILITY AND EFFECT OF OTHER FEDERAL, STATE, LOCAL, NON-U.S.
AND OTHER TAX LAWS, INCLUDING THE TREATY, AND POSSIBLE CHANGES IN TAX LAW.
Taxation of Distributions
Subject to the discussion below under “—Passive Foreign Investment Company Rules,” the gross amount of
any distribution of cash or property paid with respect to our Equity Shares (including any amounts withheld in
respect of Indian taxes), will generally be included in a U.S. Holder’s gross income as dividend income on the
date actually or constructively received to the extent such distribution is paid out of our current or accumulated
earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of our
current and accumulated earnings and profits will be treated first as a non-taxable return of capital, thereby
reducing the U.S. Holder’s adjusted tax basis in our Equity Shares (but not below zero), and thereafter as either
long-term or short-term capital gain depending upon whether the U.S. Holder held our Equity Shares for more
than one year as of the time such distribution is actually or constructively received. Because we do not prepare
calculations of our earnings and profits using U.S. federal income tax principles, it is expected that distributions
generally will be taxable to U.S. Holders as dividends, and taxable at ordinary income tax rates.
Dividends on our Equity Shares generally will not be eligible for the dividends-received deduction generally
available to U.S. corporations with respect to dividends received from other U.S. corporations. With respect to
certain non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower
capital gains rate applicable to “qualified dividend income,” provided that (i) our Company is eligible for the
benefits of the Treaty, (ii) our Company is not a passive foreign investment company (“PFIC”) (as discussed
below under “—Passive Foreign Investment Company Rules”) for its taxable year in which the dividend is
paid and the preceding taxable year, and (iii) certain holding period and other requirements are met. The amount
of any dividend paid in Rupee will be the U.S. dollar value of the Rupee received calculated by reference to the
spot rate of exchange in effect on the date of actual or constructive receipt, regardless of whether the payment
is in fact converted into U.S. dollars on such date. U.S. Holders should consult their own tax advisors regarding
the treatment of any foreign currency gain or loss.
A U.S. Holder may be entitled, subject to certain limitations, to a credit against its U.S. federal income tax
liability, or to a deduction, if elected, in computing its U.S. federal taxable income, for non-refundable non-U.S.
income taxes withheld from dividends at a rate not exceeding the rate provided in the Treaty (if applicable). For
purposes of the foreign tax credit limitation, dividends paid by our Company generally will constitute foreign
source income in the “passive category income” basket. However, there are significant, complex and evolving
limitations on a U.S. Holder’s ability to claim such credit or deduction. U.S. Holders should consult their tax
advisors concerning their availability in their particular circumstances.
Sale or Other Taxable Disposition of Equity Shares
Subject to the discussion below under “—Passive Foreign Investment Company Rules,” a U.S. Holder generally
will recognize gain or loss for U.S. federal income tax purposes on the sale, exchange or other taxable
disposition of our Equity Shares in an amount equal to the difference between the amount realized on the
disposition and the U.S. Holder’s adjusted tax basis in the Equity Shares disposed of, in each case as determined
in U.S. dollars. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss
if the U.S. Holder’s holding period for the Equity Shares exceeds one year. Long-term capital gains of certain

189
non-corporate U.S. Holders (including individuals) are generally eligible for reduced rates of taxation. The
deductibility of capital losses is subject to limitations.
A U.S. Holder’s initial tax basis in our Equity Shares will be the U.S. dollar value of the Rupee denominated
purchase price determined on the date of purchase, and the amount realized on a sale, exchange or other taxable
disposition of our Equity Shares will be the U.S. dollar value of the payment received determined on the date
of disposition. If our Equity Shares are treated as traded on an “established securities market,” a cash method
U.S. Holder or, if it elects, an accrual method U.S. Holder, will determine the U.S. dollar value of (i) the cost
of such Equity Shares by translating the amount paid at the spot rate of exchange on the settlement date of the
purchase, and (ii) the amount realized by translating the amount received at the spot rate of exchange on the
settlement date of the sale, exchange or other taxable disposition. Such an election by an accrual method U.S.
Holder must be applied consistently from year to year and cannot be revoked without the consent of the IRS.
Accrual-method U.S. Holders that do not elect to be treated as cash-method taxpayers for this purpose may have
a foreign currency gain or loss for U.S. federal income tax purposes, which in general will be treated as U.S.-
source ordinary income or loss. U.S. Holders should consult their advisors as to the U.S. federal income tax
consequences of the receipt of Rupee.
If any Indian tax is imposed on the sale or other disposition of our Equity Shares, a U.S. Holder’s amount
realized will include the gross amount of the proceeds of the sale or other disposition before deduction of the
Indian tax. U.S. Holders should consult their own tax advisors concerning the creditability or deductibility of
any Indian income tax imposed on the disposition of Equity Shares in their particular circumstances.
Passive Foreign Investment Company Rules
In general, a corporation organized outside the United States will be treated as a passive foreign investment
company (“PFIC”) for U.S. federal income tax purposes in any taxable year in which (a) 75% or more of its
gross income is passive income (the “income test”) or (b) 50% or more of its assets, determined based on the
quarterly average of the fair market value (or in certain cases the adjusted bases) of such assets, either produce
passive income or are held for the production of passive income (the “asset test”). For this purpose, “gross
income” generally includes all sales revenues less the cost of goods sold, plus income from investments and
from incidental or outside operations or sources, and “passive income” generally includes, for example,
dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain
gains from commodities transactions. For purposes of the PFIC income test and asset test described above, if
our Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another
corporation, our Company will be treated as if it (a) held a proportionate share of the assets of such other
corporation and (b) received directly a proportionate share of the income of such other corporation.
Based on the nature of our business, the composition of our income and assets, the value of our assets, our
intended use of the proceeds from the Offer, and the expected price of our Equity Shares, we do not expect that
we will be a PFIC for our current taxable year or in the foreseeable future. However, because a determination
of whether a company is a PFIC must be made annually after the end of each taxable year and our Company’s
PFIC status for each taxable year will depend on facts, including the composition of our Company’s income
and assets and the value of our Company’s assets, including goodwill (which value may be determined in part
by reference to the market value of the Equity Shares, which may fluctuate significantly over time) at such time,
there can be no assurance regarding our Company’s PFIC status for the past, current or any future taxable year.
The International Legal Counsel to the Book Running Lead Managers expresses no opinion with respect to our
PFIC status for our past, current or future taxable years. If our Company is a PFIC for any taxable year during
which a U.S. Holder holds Equity Shares and any of our Company’s non-U.S. subsidiaries is also a PFIC, such
U.S. Holder will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC
for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors about the
application of the PFIC rules to any of our Company’s subsidiaries.
Generally, if our Company is a PFIC for any taxable year during which a U.S. Holder holds Equity Shares, the
U.S. Holder may be subject to adverse tax consequences. Generally, gain recognized by a U.S. Holder upon a
disposition (including, under certain circumstances, a pledge) of Equity Shares by the U.S. Holder would be
allocated ratably over the U.S. Holder’s holding period for such Equity Shares. The amounts allocated to the
taxable year of disposition and to years before our Company became a PFIC would be taxed as ordinary income.
The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for that
taxable year for individuals or corporations, as appropriate, and an interest charge generally applicable to
underpayments of tax will be imposed on the resulting tax attributable to each such other taxable year. Neither
such tax nor such interest charge attributable to any such other taxable year would be offset by any loss. Further,
to the extent that any distribution received by a U.S. Holder on the Equity Shares exceeds 125% of the average

190
of the annual distributions on such Equity Shares received during the preceding three years or the U.S. Holder’s
holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain,
described immediately above. Certain elections may be available that would result in alternative treatments of
the Equity Shares if the Company was a PFIC.
If our Company is a PFIC for any year during which a U.S. Holder owned Equity Shares, our Company will
generally continue to be treated as a PFIC with respect to such U.S. Holder for all succeeding years during
which such U.S. Holder held the Equity Shares, even if our Company ceases to meet the threshold requirements
for PFIC status. U.S. Holders are urged to consult their tax advisors about the implications under the PFIC rules
(in particular for the asset test) if we were determined to be classified as a “controlled foreign corporation” at
any time during the most recently ended taxable year, including their potential impact on the eligibility of any
dividends paid by our Company for taxation as “qualified dividend income” (as described above under “—
Taxation of Distributions”).
If a U.S. Holder owns our Equity Shares during any year in which we are a PFIC, the U.S. Holder generally
will be required to file an IRS Form 8621 annually with respect to our Company, generally with the U.S.
Holder’s U.S. federal income tax return for that year unless specified exceptions apply.
U.S. Holders should consult their tax advisors regarding our PFIC status for any taxable year and the potential
application of the PFIC rules.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds from a sale, exchange or other taxable disposition (including
redemption) of our Equity Shares that are made within the United States, by a U.S. payor or through certain
U.S.-related financial intermediaries to a U.S. Holder generally are subject to information reporting, unless the
U.S. Holder is a corporation or other exempt recipient, and if required, demonstrates that fact. In addition, such
payments may be subject to backup withholding, unless (1) the U.S. Holder is a corporation or other exempt
recipient or (2) the U.S. Holder provides a correct taxpayer identification number and certifies that it is not
subject to backup withholding in the manner required.
Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S.
Holder will generally be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability or may
entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.
Foreign Financial Asset Reporting
Certain U.S. Holders who are individuals or certain specified entities that own “specified foreign financial
assets” with an aggregate value in excess of U.S.$50,000 at the end of the taxable year or U.S.$75,000 at any
time during the taxable year (and in some circumstances, a higher threshold) may be required to report
information relating to the Equity Shares by attaching a complete IRS Form 8938, Statement of Specified
Foreign Financial Assets (which requires U.S. Holders to report “foreign financial assets,” which generally
include financial accounts held at a non-U.S. financial institution, interests in non-U.S. entities, as well as stock
and other securities issued by a non-U.S. person), to their tax return for each year in which they hold our Equity
Shares, subject to certain exceptions (including an exception for our Equity Shares held in accounts maintained
by U.S. financial institutions). U.S. Holders should consult their tax advisors regarding their reporting
obligations with respect to their acquisition, ownership, and disposition of the Equity Shares.

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 SECTION IV: ABOUT OUR COMPANY

INDUSTRY OVERVIEW

The information contained in this section is derived from a report titled “Industry Report on Home Services
and Solutions” dated August 29, 2025, which is exclusively prepared for the purposes of the Offer and issued
by Redseer and is commissioned and paid for by our Company (“Redseer Report”). Redseer was appointed on
November 4, 2024 by our Company. We commissioned and paid for the Redseer Report for the purposes of
confirming our understanding of the industry specifically for the purposes of the Offer, as no report is publicly
available which provides a comprehensive industry analysis, particularly for our Company’s products, that
may be similar to the Redseer Report. The Redseer Report is available on the website of our Company at
[Link] from the date of this Red Herring Prospectus until the Bid/Offer
Closing Date, and has also been included as a document for inspection in “Material Contracts and Documents
for Inspection – Material Documents” on page 553. Industry publications are also prepared based on
information as at specific dates and may no longer be current or reflect current trends. Accordingly, investment
decisions should not be based on such information. Forecasts, estimates, predictions, and other forward-
looking statements contained in the Redseer Report are inherently uncertain because of changes in factors
underlying their assumptions, or events or combinations of events that cannot be reasonably foreseen. Actual
results and future events could differ materially from such forecasts, estimates, predictions, or such statements.
In making any decision regarding the transaction, the recipient should conduct its own investigation and
analysis of all facts and information contained in this Red Herring Prospectus and the recipient must rely on
its own examination and the terms of the transaction, as and when discussed. Unless otherwise indicated,
financial, operational, industry and other related information derived from the Redseer Report and included
herein with respect to any particular year refers to such information for the relevant calendar year. Unless
otherwise stated, references in this section to “FY” are to the 12-month period ended March 31 of that year,
references to “CY” are to the relevant calendar year and references to years ended with “P” are to the
projection by that year.

SECTION 1: INDIA’S MACROECONOMIC CONTEXT AND ITS EVOLVING CONSUMPTION

BEHAVIOR

India is the fastest-growing economy among the G20 countries between CY2024 and CY2029, with
convenience-led consumption being a key component of this growth, driven by rising incomes, a younger
population, rapid urbanization, the growth of nuclear families, and increased female workforce participation

India continues to be one of the fastest-growing large economies, with real GDP estimated at ₹186-188 trillion
(US$2.2 trillion) in FY2025, and projected to grow at approximately 6.5% CAGR to ₹270-275 trillion (US$3
trillion) by FY2030 – the fastest among G20 economies (MoSPI, IMF). India is expected to become the world’s
third largest economy during this period.

A. India’s consumption is driving the GDP growth

Growth is primarily consumption-led. Private Final Consumption Expenditure (PFCE) contributed

approximately 61% of GDP in FY2025 (MoSPI), with significant headroom compared to developed economies
such as the US (approximately 69% in CY2024; CEIC). India’s GDP per capita is around ₹170,000 (US$2,000),
a threshold historically associated with acceleration in discretionary consumption in large economies.

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 Fig. 1. (a) PFCE as a % of Nominal GDP – India Fig. 1. (b) PFCE as a % of GDP at current prices –
India, United States, UK, China
(FY20204, FY20255, in ₹ trillions (US$3 trillions))
(CY2024 unless specified, in % of GDP)

69%
PFCE 61% 63%
356 Tn
Others +9% ( 4.19 Tn)

227 Tn 39%
( 2.67 Tn) 61%

60%

39%
40%
China1 India2 UK United States
FY 2020 FY 2025

Note(s): 1. China figures as of CY2023, 2. India figures as of FY2025, 3. Conversion rate: US$ 1 = ₹85, 4. FY2020: Provisional
Estimates (“PE”) have been considered, 5. FY2025: PE has been considered
Source(s): MoSPI, CEIC

Rising incomes are reshaping household structures and demand. The number of lower-middle, middle, and
high-income households grew from approximately 163 million in FY2023 to approximately 188 million in
FY2025 and is projected to rise further to approximately 260 million by FY2030, representing approximately
76% of all households. This growth is accompanied by a decline in low-income households and a steady
increase in dual-income families. Female labor force participation, for example, increased from approximately
23% in FY2018 to approximately 42% in FY2024 (Ministry of Labor and Employment), supporting higher
disposable incomes.

Urbanization is creating demand hotspots. As of CY2024, approximately 520 million Indians resided in urban
areas (approximately 37% of the population, MoHUA, UNPD). This share is projected to cross 50% by
CY2050, with urban centers contributing approximately 80% of national GDP (MoHUA). Migrants setting up
new nuclear households — which increased from approximately 184 million in FY2020 to approximately 216
million in FY2025 and are projected to add another 50–60 million by FY2030 — are more likely to seek
standardized, organized services due to lack of access to local informal networks.

These demographic and economic shifts are leading households to outsource time-consuming tasks such as
cleaning, repairs, and grooming, reinforcing demand for convenience-driven home services delivered through
organized and digital platforms.

Fig. 2. Share of households by annual income1 across India

(FY2023, FY2025, FY2030P, in millions)

FY 2023 FY 2025 FY 2030P

Categori ation Total Households CAGR Total Households CAGR Total Households
312 million (FY 2023 25) 344 million (FY 2025-30P) 3 2 million
Upper Middle and High Income
40 million 45
46 million
million 64
65 million
million
₹1.0 million+ 8% 7%
(13%) (13%)
(13%) (17%)
(17%)
(US 11, 00+)
Middle Income 53 million 64
65million
million 86
87 million
million
₹0.5 1.0 million 10% 6%
(17%) (19%)
(19%) (23%)
(US 5, 00 11, 00)
Lower Middle Income 123
110 million 6%
123 million
million
2%
133 million
₹0.25 0.5 million
(35%) (36%)
(36%) (36%)
(US 2,900 5, 00)
Low Income
₹0.25 million 109 million 112
110 million
million 88
87 million
million
0% ( 5%)
( US 2,900) (35%) (32%)
(32%) (24%)

Note(s): 1. Income is calculated based on real wage growth, accounting for wage inflation.
Source(s): Redseer research and analysis

193
 Fig. 3. Number of Nuclear Households – India

(FY2020, FY2025, FY2030P in millions)

% of Total
59% 63% 69-73%
Households

3.5-4.5%
3.2% 265-275

216
184

FY2020 FY2025 FY2030P

Note(s): A nuclear household is a family unit consisting of a couple and their dependent children, without extended family members
Source(s): Redseer research and analysis

Section 2: Evolution of the digital ecosystem and gig economy to power the rising consumption

Affordable smartphones and inexpensive internet access has catalyzed the growth of India’s digital
ecosystem. This ecosystem is characterized by streamlined payment systems and a diverse array of readily
available goods and services which is increasing year-on-year. Supporting this framework is a network of
gig workers who contribute to its seamless operation. Ultimately, this digital infrastructure is fostering a
culture of convenience-based consumption.

India’s digital ecosystem has scaled rapidly due to affordable data, widespread smartphone adoption, and
efficient. payment infrastructure. Internet users grew from 561-591 million in FY2020 to 818-853 million in
FY2025 and are projected to reach 990-1,140 million by FY2030. Affordable smartphones (692-706 million in
FY2025, projected to 960-1,080 million by FY2030; and some of the world’s lowest mobile data costs (₹10-
16/GB in CY2024, as compared to approximately ₹240/GB in the US and approximately ₹30-40/GB in China;
(Source: Telecom Regulatory Authority of India)) have deepened digital engagement, with Indians spending
170–180 minutes daily on social media in CY2024 (Redseer).

194
 Fig. 4. Consumer Internet Funnel – India
(FY2025, FY2030P, in millions (% of population))

CAGR
FY 2025 FY 2030P FY 2025-30P

Access to Internet 818-853 990-1140 4- %

Total Population with 56-5 % 65-75%
access to Internet
Smartphone Users 692-706 960-1080 -9%
Total population with 48-4 % 63-71%
access to Smartphone
Digital Transactors 442-469 854-983 14-1 %
Transactions of services and 30-32% 56-65%
product online
Online Commerce Users 250-270 365-430
18-1 % 26-31% -10%
Transacts online on
retail platforms

Source(s): Redseer research and analysis

This has translated into rapid digital commerce growth. UPI processed P2M transactions of ₹72 trillion (US$
846 billion) in FY2025 (NCPI), up 42% from FY2024. E-commerce expanded at approximately 26% CAGR
between FY2020 and FY2025, reaching approximately ₹6 trillion (US$ 70 billion) in FY2025, and is projected
to grow to ₹15-18 trillion (US$ 15-18 billion) by FY2030. Despite this, penetration is still low (approximately
7% in CY2024 vs. China 34%, UK 27%, US 17%; Redseer), leaving significant headroom.

Fig. 5. Ecommerce market size in India

(FY2020, FY2025, FY2030P, in ₹ trillions (US$ 1 billions))

15-18 Tn
(174-214 Bn)
20-25%

2 %
6 Tn
( 70 Bn)

2 Tn
( 22 Bn)

FY2020 FY2025 FY2030P

Note(s): 1. Conversion rate: US$ 1 = ₹85

Source(s): Redseer Research and Analysis

195
 Fig. 6. Ecommerce penetration in India (as a share of overall retail market) and global benchmarks
(CY2024, in % of total)
34%

27%

17%

7%

China UK United States India

Source(s): Redseer Research and Analysis

Supporting this ecosystem is a fast-expanding gig workforce, which grew from approximately 7.7 million in
FY2021 (NITI Aayog) to approximately 12.6 million in FY2025 and is projected to reach approximately 23.1
million by FY2030. A sizable share is engaged in on-demand and home delivery services, enabling platforms
to meet rising consumer demand with scale and flexibility.

Fig. 7. Number of Gig Workers – India

(FY2021, FY2025, FY2030P, in millions)

23.1
+13%

+13%
12.6

7.7

FY 2021 FY 2025 FY 2030P

Source(s): NITI Aayog

Gig platforms (platforms which avail the services of gig workers directly) are playing a crucial role in providing
access to credit and social security for workers, contrasting sharply with the unorganized sector, where such
benefits are often lacking. These platforms are beginning to offer various benefits, including health insurance,
personal accident coverage, and life insurance, which are essential for safeguarding the well-being of workers.
Some gig platforms facilitate access to earned wage credit, allowing workers to withdraw a portion of their
earnings before the official payday. This flexibility helps gig workers manage their cash flow more effectively,
thereby, reducing reliance on high-interest loans or informal credit sources. The planned implementation of the
Code on Social Security by the Central Government and various state legislations should formalize these
insurance and healthcare support systems for gig workers, thus encouraging further supply creation.

Section 3: Overview of the Home Services Market in India

The Indian home services market encompasses a wide range of offerings, from beauty services to home
repairs and renovations, with consumption patterns varying significantly based on household income,
convenience needs, and personal preferences. High-income and dual-income households typically show
higher frequency and spending on these services, while low-income households gradually adopt them as
incomes rise. This diverse market was valued at ₹5,100–5,210 billion (approximately US$ 60 billion) in
FY2025 and is projected to grow at a 10-11% CAGR from FY2025 to FY2030P, driven by anticipated
increasing urbanization and rising incomes.

196
The home services market, traditionally dominated by unorganized local vendors, suffers from
inconsistencies in availability, pricing, quality, and post-service support, leading to varying levels of customer
satisfaction. This presents an opportunity for technology-driven platforms to standardize services, improve
matching of demand and supply, and provide better earnings and benefits for service professionals by
offering a more transparent and efficient alternative to traditional channels.

A. Home Service Market in India comprises multiple categories, together valued at ₹5,100 – 5,210 billion
(approximately US$60 billion) in FY2025

The home services market in India is a rapidly evolving sector that encompasses a wide array of services aimed
at enhancing the convenience and quality of life for households. This market includes both traditional and
modern service offerings, ranging from basic household chores to specialized professional services. With the
increase in urbanization and busier lifestyles, the demand for these services has surged, making it a pivotal area
for growth in the Indian economy. The home services industry in India has a large market opportunity with a
total addressable market (“TAM”) of ₹5,100-5,210 billion (approximately US$60 billion) in FY2025, which is
projected to grow at a CAGR of 10-11%, to reach ₹8,400-8,580 billion (approximately US$100 billion) in
FY2030 driven by rising urbanization and increasingly busy lifestyles.

Fig. 8a. India Home Services Market (TAM1)

(FY2023, FY2025, FY2030P, in ₹ billions (US$ 2 billions))

10-11%
8,400-8,580 Bn
( 100 Bn)
9-11%

5,100-5,210 Bn
4,220-4,310 Bn ( 60 Bn)
( 50 Bn)

FY2023 FY2025 FY2030P

Note(s): 1. TAM also includes the cost of products used in the services, 2. Conversion rate: US$ 1 = ₹85
Source(s): Redseer Research, Redseer Analysis

Fig. 8b. India Home Services Market (TAM) – Breakup by Service Categories
(FY2025, in ₹ billions (US$2 billions))
TAM

5% Cleaning and Pest Control

3%
19% Care at Home
10% Home Renovation & Upgradation
Beauty & Wellness
Handymen
11% Home Painting
16% Cooks
Appliances & Repairs
11% Other Categories1

13%
12%

FY 2025

Note(s): 1. Other categories include Packers and Movers, Driver on Demand and Gardener, 2. Conversion rate: US$ 1 = ₹85
Source(s): Redseer Research, Redseer Analysis

197
The usage of home services in India varies significantly across households, driven by differences in income
levels, family structures, and lifestyle preferences.

For example, a high-income or dual-income household typically exhibits a high frequency of beauty service
usage, reflecting their greater disposable income and focus on personal grooming. This is due to both partners
mostly spending time outside the home, and their prioritizing of convenience and instant service. Such
households have most members using beauty and wellness services at home almost every month. They value
hygiene and a well-maintained living space, rely on cleaning services for daily upkeep and deep cleaning, and
depend on handyman services for regular maintenance and quick repairs to keep their homes functional. Further,
they tend to own multiple appliances, creating a consistent demand for appliance maintenance services.
Additionally, they prioritize maintaining the aesthetics of their homes, often opting for repainting and home
upgradation every 3–5 years.

In contrast, middle-income households tend to make budget-conscious decisions, resulting in a lower frequency
of beauty services and home maintenance and repairs. They typically own fewer appliances, resulting in less
frequent need for maintenance services. Domestic help in these households is usually limited to part-time
arrangements, such as daily cleaning, rather than full-time cooks or nannies. However, these households are
increasingly recognizing the value of professional home services for occasional deep cleaning, appliance
maintenance, and seasonal upkeep.

Low-income households are at an early adoption stage for many of these services. They are more likely to
engage with low skilled or more affordable local providers for major home services requirements. Beauty
service usage is minimal, with most households availing such services occasionally in a year for special
occasions (marriages, festivals). These consumers are just beginning to invest in aspirational purchases, such
as purchasing an RO water purifier, a microwave etc., signaling a gradual shift in lifestyle improvements. They
undertake home maintenance (including painting) infrequently—often every 7 years or more—due to financial
constraints.

The chart below is a snapshot of usage of different services at home. It depicts the typical usage frequency range
for all services, as well as the annual spend per household for each service. For each category, the frequency
and annual spend varies across households basis household income and relevance of the service. The numbers
depicted in the following chart are averages across all such households.

Fig. 9. Frequency and Annual spend/HH for services

(FY2025, in ₹)

220k
Child Care
Home Renovation1
Annual spend per Household

Cooks
Painting1
Home Daily Cleaning
Upgradation1
10k

Female
Spa Beauty
Professional
Handymen Male
Cleaning
Grooming

Once Every Once In Once In Daily

Few Years Six Months Three Months
Frequency

Note(s): 1. Represents transaction value for these services as occurrence is once every few years.
Source(s): Redseer Research, Redseer Analysis

The overall home services market comprises beauty and wellness services, home repair and maintenance and
other categories, as detailed below.

1. Beauty and Wellness Services

The overall beauty and wellness services market in India was valued at ₹575-600 billion (approximately

198
 US$7 billion) in FY2025, with a projected CAGR of 9-10% by FY2030P. This market can be broadly
categorized into four main segments – female beauty, male grooming, spa service and treatments. Female
beauty is the largest among these, worth ₹250-260 billion, followed by male grooming worth ₹245-255
billion, spa service worth ₹54-56 billion, and treatments worth ₹26-27 billion, as of FY2025.

Fig. 10. Beauty and Wellness Market in India 1 – Split by Category

(FY2023, FY2025, FY2030P, in ₹ billions (US$ 2 billions))

Female Beauty Spa Service

Male Grooming Treatments CAGR
920-940 Bn
9-10%
( 11 Bn) FY 2025-30P

- %
580-590 Bn 48% 11-13%
500-510 Bn ( 7 Bn)
( 6 Bn)
44%
45%
36% 5-7%
43%
42%
12-14%
11%
9% 9% 5%
4% 4% 14-16%
FY2023 FY2025 FY2030P

Note: 1. Beauty services market includes the cost of products and consumables used in the service, 2. Conversion rate: US$ 1 = ₹85
Source(s): Redseer Research, Redseer Analysis

The female beauty segment comprises skincare services (such as facials, clean-ups, anti-aging and acne
management), hair depilation (such as waxing and threading), hair services, makeup services, and nail
services (including manicure and pedicure). Hair care is the largest sub-segment within female beauty,
making up approximately 69% of the female beauty market in FY2025, while nails is the fastest growing
sub-segment, projected to grow at 15-16% CAGR by FY2030P. The men’s grooming segment consists of
hair and beard services and other services like facials, manicures and skin treatments. Among these, the
hair and beard sub-segment comprises approximately 95% of men’s grooming services market while other
services comprise approximately 5% of this market in FY2025.

Spa services segment includes various massage services and relaxation treatments such as full body
massages, aromatherapy, and hydrotherapy. The frequency varies widely, from monthly for regular users
to annually for occasional indulgence. Spa services is a ₹54-56 billion market as of FY2025, projected to
grow at 12-14% CAGR by FY2030P. Treatments segment refers to machine-based facials and treatments
for laser hair removal, hair growth, fat loss, botox, etc. This segment is small at ₹25-27 billion as of
FY2025 but is projected to grow the fastest at 14-16% CAGR between FY2025 and FY2030P.

As consumers seek more than just basic grooming, beauty and wellness services are evolving into
experiences of indulgence, self-care, and personalization. This shift is driving demand for high-quality
products such as roll on wax for hair removal, specialized skincare products for facials and premium nail
polishes for manicures and pedicures. With consumers increasingly seeking premium experiences and
visible results, their willingness to spend more on such services is growing, further fueling the expansion
of the beauty and wellness market.

2. Home Repair and Maintenance

The home repair and maintenance market in India was valued at ₹2,940-2,990 billion (approximately US$
35 billion) in FY2025, and is projected to grow at a CAGR of 10-11% by CY2030P. This market can be
broadly categorized into five main segments – cleaning and pest control, appliances repairs, handyman,
home painting, and home renovation and upgradation.

199
 Fig. 11. Home Services Market in India – Split by Category
(FY2023, FY2025, FY2030P, in ₹ billions (US$ 4 billions))

Cleaning and Pest Control 1 Home Painting 1

Appliances & Repairs 1 Home Renovation & Upgradation 2
Handymen 3

10-11%
CAGR
4,840-4,920 Bn FY 2025-30P
( 56 Bn)
9-11%

33% 9-10%
2,940-2.990 Bn
( 34 Bn) 6% 12-13%
2,430-2,470 Bn
( 28 Bn) 17% 8-9%
34%
34% 6% 18% 10-11%
5% 19%
19%
18%
19% 26% 12-13%
23% 23%

FY2023 FY2025 FY2030P

Note(s): 1. Appliances and Repair, Cleaning, Pest Control, and Painting include the cost of products used during service (e.g.,
replacement parts for appliances, cleaning and pest control chemicals, paints, polish, etc.). 2. Home Upgradation includes the cost
of materials for minor standardized services (e.g., wall panels, wallpaper) but excludes high-value contracted upgrades. 3.
handyman services cover the cost of low value spares used for minor repairs but exclude products used for major repairs. Further,
handyman services do not account for captive handyman fleets maintained by residential societies. 4. Conversion rate: US$ 1= ₹
85
Source(s): Redseer Research, Redseer Analysis

Cleaning services comprises daily cleaning, high frequency cleaning and professional cleaning. Daily
cleaning is the most common form of household cleaning, typically performed by domestic helpers or
maids, while high-frequency cleaning includes more intensive cleaning tasks that are performed on a
weekly or monthly basis, such as bathroom and balcony cleaning, depending on the household’s needs. In
parallel, ad hoc needs like mopping or quick cleaning are gaining traction, especially in urban markets,
driven by a growing demand for convenience and rapid service outside the traditional domestic help setup.
Professional deep cleaning involves specialized, thorough cleaning services performed by trained
professionals using advanced equipment and techniques for comprehensive house cleaning as well as
specific tasks. The segment was valued at ₹930-945 billion in FY2025 and is projected to increase at a
CAGR of 9-10% to reach ₹1,500-1,530 billion by FY2030. Pest control service market includes pest
management for homes and apartments and was valued at ₹55-57 billion in FY2025 and is projected to
increase at a CAGR of 9-11% to reach ₹90-92 billion by FY2030.

Appliance installation, repair, and service market encompasses several key appliance categories such as
air conditioners, washing machines, refrigerators, color TVs, microwaves, geysers and, water purifiers,
amongst others. This growth is particularly strong in urban areas and tier-2 cities where appliance adoption
is rapidly increasing. The segment was valued at ₹165-170 billion, with repairs contributing approximately
53% of the market in FY2025 and is projected to increase at a CAGR of 12-13% to reach ₹290-295 billion
by FY2030P. Repair service charges typically cover labor only, while the cost of spare parts needed after
diagnosis is charged separately.

Handyman services market in India largely encompasses electricians, plumbers, and carpenters. The
segment was valued at ₹560-570 billion as of FY2025 and is projected to increase at a CAGR of 8-9% to
reach ₹840-855 billion by FY2025. Handyman services are primarily used for regular maintenance tasks
like minor electrical repairs, plumbing fixes, and carpentry work or for emergency repairs like electrical
outages, water leaks, or structural damages.

Home painting service segment includes interior and exterior painting services. Interior services include
painting of walls, ceilings, and woodwork inside homes. Additionally, homeowners opt for wood painting
and polishing to cover wooden furniture, doors, and windows, while carrying out interior painting. Exterior
painting services include painting of outer walls, gates, and other exterior surfaces. The segment was
valued at ₹545-555 billion as of FY2025 and is projected to increase at a CAGR of 10-11% to reach ₹880-
895 billion by FY2030. Product cost includes materials such as paints (matte, gloss, textured), primers,
putty, wood polish, and weather-resistant coatings, with pricing influenced by product quality and

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 durability.

The home renovation and upgradation segment (including interior design) can be divided into two sub-
segments. The first sub-segment, i.e., home upgradation services, focuses on smaller, frequent
enhancements such as wallpaper installation, flooring upgrades, texturing, and minor kitchen and
bathroom improvements. Wall panel installations are a small but growing alternative to regular home
painting as they are easy to install and maintain and are reasonably priced. Other small projects like TV
walls, home entrance redesigns, and balcony makeovers form a growing niche, offering easy installation,
low maintenance, and affordability. The second sub-segment, i.e., home renovation services, involves
larger-scale projects that often require professional interior design, including full kitchen and bathroom
remodels, structural modifications, and major flooring overhauls. As of FY2025, the home renovation
market stands at ₹420-430 billion, covering only service costs, while home upgradation market stands at
₹260-270 billion. Among the two sub-segments, the home upgradation segment, being more frequent and
accessible, is projected to grow faster than the home renovation market, at the rate of approximately 13%
CAGR between FY2025 and FY2030P.

3. Other Categories

The other categories market in India was valued at ₹1,590-1,610 billion (approximately US$19 billion) in
FY2025, which is projected to grow at a CAGR of 10-12% by FY2030P. This market can be broadly
categorized into three main segments – cooks, care at home, and other categories.

Fig. 12. Other Categories Market in India – Split by Category

(FY2023, FY2025, FY2030P, in ₹ billions (US$ 1 billions))
Cooks
Care at Home 10-12%
Other Categories CAGR
2,660-2,700 Bn
FY 2025-30P
( 31 Bn)
9-11%
800-815 9-10%

1,590-1,610 Bn
( 19 Bn)
1,310-1,330 Bn
( 15 Bn) 500-510
415-425 1415-1440 11-12%

830-845
685-700

440-450 11-12%
205-210 260-265
FY2023 FY2025 FY2030P
Note(s): 1. Conversion rate used: US$ 1 = ₹85
Source(s): Redseer Research, Redseer Analysis

Cooks market primarily caters to households where both men and women are working, creating a need for
convenient and quality meal solutions. About 21% of households (primarily consisting of working women)
use part-time cook services. Cooks market size was valued at ₹500-510 billion in FY2025 and is projected
to reach ₹800-815 billion by FY2030P.

Care at home market primarily consists of three main segments - acute care services, elderly care and
childcare services. The segment was valued at ₹830-845 billion in FY2025 and is projected to increase at
a CAGR of 11-12% to reach ₹1,415-1,440 billion by FY2030P. Acute care services include home ICU
setups, post-operative care, and specialized nursing care, elderly care services include long-term care for
seniors, including nursing care, physiotherapy, and daily assistance, while childcare services (at home)
primarily cater to working parents, especially in urban areas, who require reliable childcare in their homes.
These include full-time nanny services, part-time babysitting services and specialized childcare services
which includes roles like newborn care specialists and governesses.

Other categories include packers and movers, driver on demand, and gardener services. It is the smallest
segment of the three, valued at ₹260-265 billion as of FY2025, and is projected to increase at a CAGR of
11-12% to reach ₹440-450 billion by FY2030P. Driver-on-demand service provides professional drivers

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 for hire whenever needed. Customers can book a driver to operate their vehicle for tasks like commuting,
long trips, or special occasions, without the need to employ a full-time driver.

Additionally, other daily needs services can include services like car washing, clothes ironing and laundry,
pet walking etc. which are relatively small compared to others and are not included in the total addressable
market (“TAM”).

B. Online full stack service providers have a large growth headroom in India’s home services market and
are projected to grow at 18-22% CAGR between FY2025 and FY2030.

India’s home services market is catered to by 3 types of players –

1. Unorganized local players: These consist of mom-and-pop setups and individual service professionals
providing a variety of services, such as local salons, local electricians, plumbers operating on their
own, local contractors, cleaners, gardeners, and pest control providers, among others.
2. Offline organized players: These consist of salon and spa chains, original equipment manufacturers
(“OEMs”) with local dealerships for servicing and repair of appliances, painting majors with
dealerships to provide painting services and, agencies providing deep cleaning and high frequency
cleaning.
3. Online full stack platforms: They consist of a mix of vertical players providing a specific category of
service online (such as beauty or handymen) and horizontal players providing a gamut of home
services online.

Fig. 13. Home Services Market – split by organized and unorganized providers
(FY2023, FY2025, FY2030P, in ₹ billions (US$ 2 billions))

CAGR
4,220-4,310 Bn 5,100-5,210 Bn 8,400-8,580 Bn FY 2025-30P
( 50 Bn) ( 60 Bn) ( 100 Bn)
Online 1 0.7% 0.8% 1.3% 18-22%

Offline Organized 8.3% 8.7%

10.8% 12-15%

91.0% 90.5%
Unorganized 9-10%
87.9%

FY2023 FY2025 FY2030P

Note(s): 1. Online represents online full-stack platforms share, and excludes classifieds, 2. Conversion rate: US$ 1 = ₹85
Source(s): Redseer Research, Redseer Analysis

The home services industry in India is largely unorganized, fragmented, and offline, with online penetration of
less than 1% as of FY2025, based on the net transaction value. The online home services industry is large, sized
at ₹41-43 billion in FY2025, and is growing at a CAGR of 18-22% from FY2025-2030P. While the market is
expected to remain concentrated with unorganized players, online players are well-positioned to capture an
increasing share. This increase is fueled by rising adoption driven by consumer convenience, seamless service
delivery, and reduced hassles compared to offline alternatives. Factors such as user migration to urban areas
and superior service quality, further establish online full stack platforms as the preferred choice, offering
efficiency, reliability, and accessibility.

Additionally, online full stack home services platforms offer a superior value proposition to customers
compared to traditional offline organized and unorganized stores. These platforms provide a seamless,
convenient experience by connecting customers with vetted, trained professionals for a wide range of services
at their doorstep. The value encompasses factors such as quality assurance and time savings. Customers benefit
from standardized pricing, eliminating the need for haggling, and enjoy the convenience of booking services
24/7 through user-friendly mobile apps. Notably, there has been a post-COVID shift in consumer behavior

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favoring quicker fulfilment, leading to fewer cancellations or reschedules, thereby increasing preference as well
as repeat usage of such services across platforms. Additionally, these platforms offer comprehensive customer
support, real-time service tracking, and secure payment options, enhancing overall satisfaction and trust. By
leveraging technology and maintaining quality control measures, online full-stack platforms ensure consistent,
high-quality service delivery, which may justify any potential price premium compared to unorganized
alternatives. As a result, the combination of convenience, reliability, and quality assurance provided by these
platforms creates a compelling value proposition.

Further, relative to the rest of the country, the online home services market in the top 8 cities is more developed,
primarily driven by factors such as demand density, busier lifestyles, higher disposable incomes with a
willingness to pay for quality and convenience, greater awareness of on-demand services, ease of discovery,
and trustworthy platforms, all of which contribute to faster adoption. Market penetration for online home
services in the top 8 cities (which contribute to 85-90% of the online services market in FY2025) stands at
approximately 3.2% by values (as of FY2025) projected to grow to approximately 3.5% by FY2030. In contrast,
in the next 192 cities, the penetration stands at only approximately 0.3% in FY2025, projected to grow to
approximately 0.7% by FY2030.

However, beyond the top 8, the top 50 cities represent a critical growth engine for the online home services
market. These cities offer a compelling growth opportunity driven by rising dual-income households,
aspirational consumption, improving digital access, and lower competition intensity, enabling more efficient
customer acquisition and service delivery.

Fig. 14. Split of online market by top 8 and next 192 cities
(FY2023, FY2025, FY2030P, in ₹ billions (US$ 1 millions))

85-88 Bn
( 1.01 Bn)
Top 8 Next 192

37-38 Bn
( 0.43 Bn)
24-26 Bn
( 0.31 Bn)
21-26 Bn
5-7 Bn ( 0.28 Bn)
2-4 Bn
( 0.04 Bn) ( 0.06 Bn)

FY2023 FY2025 FY2030P

Online
Penetration 3.0% 0.2% 3.2% 0.3% 3.5% 0.7%

Note(s): 1. Conversion rate used: US$ 1= ₹85

Source(s): Redseer Research, Redseer Analysis

The online home services market in India presents immense growth potential, with significant headroom for
expansion compared to more mature markets. approximately 2% of households in India have utilized online
home services in CY2024, compared to more than 50% in the United States, and approximately 21% in China,
indicating significant potential for growth in the Indian market. The per capita spend on home services was
valued at approximately ₹161,500 (approximately US$ 1,900) in United States, approximately ₹17,000
(approximately US$ 200) in China and approximately ₹3,485 (approximately US$ 41) in India for CY2024.
However, the per capita spend in India among people earning between 5-20 lakh per annum is relatively higher
at ₹6,375-7,650 (US$ 75–90) for CY2024.

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 Fig. 15. Online Gross Merchandise Value (“GMV”) relative size and growth, Online Penetration
(Online penetration in %, Growth in %, FY2025)

Size of the bubble indicates Online

Gross Merchandise Value FY 2025
30%

Online Retail
(FY2025, in %)

25%
Electronics Devices & Appliances Online Service

20% Beauty and Personal care

Fashion Online Mobility

15%
Online penetration

Food Delivery

Overall retail online penetration

5%

Home services Grocery

0%
0% 5% 15% 20% 25% 30% 35% 40% 45% 50% 55%
CAGR Online Gross Merchandise Value
(FY2025 FY2030P, in %)

Source(s): Redseer Research, Redseer Analysis

Other service-based internet platforms in India, such as mobility, food delivery, and quick commerce, are
growing rapidly by solving key consumer problems. They offer convenience with doorstep services, seamless
booking, real-time updates, transparent pricing, and quality assurance through ratings and feedback. Online
mobility and food delivery platforms have grown at a CAGR of 12% and 24% respectively, between FY2020
and FY2025.

C. Online full stack platforms addressing structural challenges in home services could reach ₹105-110
billion by FY2030, projected to grow at a 18-22% CAGR between FY2025 and FY2030.

Customer journey in the home services market is characterized by 6 key parameters as explained below.

Fig. 16. Parameters impacting purchase of home services

Scheduling Quality of
Quality of Post service
Discovery Pricing and
service
products
help
Timeliness used

Ease of finding trusted

professionals; clear
Consistency and
information on services Transparent, Timely execution Availability of
expertise in Use of durable,
provided, and products competitive, of services with support for
fulfilling high-standard
used by them (menu and value- flexible complaints or
customer materials or tools
card); wide assortment driven rates scheduling follow-ups
expectations
of categories to cover
all at home needs

Source(s): Redseer Research, Redseer Analysis

The offline and unorganized home services market in India faces numerous challenges, affecting both
consumers and service professionals. Consumers face the twin challenges of poor access to quality supply and
inconsistent service quality, while service professionals suffer from a lack of demand, predictability for their
services and often rely on intermediaries, thereby resulting in sub-optimal earnings. These challenges have led
to faster growth of offline organized players and online full stack platforms compared to the unorganized
market.

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There are clear differences in the ability and performance of unorganized local players, offline organized
players, and online full-stack platforms, across the customer journey parameters. Online full stack platforms
outperform on all the key parameters, driven by stronger technology integration, superior data access and
analytics and asset-light business model.

Table 1. Comparison of unorganized, organized offline and online full stack platforms across 6 aspects for
customers

Parameter Offline unorgani ed Offline organi ed Online full-stack

(localized vendors found (beauty and salon Platforms
on social media, chains, appliance
classifieds, in offline OEMs, painting
markets) companies etc.)
Share of TAM serviced approximately 90.5% approximately 8.7% approximately 0.8%
Discovery Poor – typically Average – varies by Excellent – Easy
dependent on service category and discovery of partners
recommendations from size of player across categories
family and friends. • Background verified
• Beauty organized partners with
• Difficult to assess chains have rate transparent
partner skills and cards, but rates consumer ratings
previous experience. change by locality basis past
and frequently performance for
through the year. wide assortment of
services.
Pricing • No availability of • Appliances and home • Standardized rate
standardized rate cards. projects players cards for all services
Service professionals typically work on a – focus on
tend to price basis diagnosis model – identifying a wide
locality, availability of they will provide range of standard
supply at the time and visitation and provide service units needed
income levels of the estimate post and pricing upfront
consumer determined visitation elongating vs relying on
through social cues (for the discovery cycles diagnosis or
example, type of visitation.
residential society)
• In services not
possible without
diagnosis, online
players use
technology to reduce
discovery cycles, for
example – using
online diagnosis via
video calling,
developing easy
tools which can be
used by a large fleet
of partners to
diagnose fast and on
the job, and clear rate
card for frequently
used spares.

Delivery • Inconsistent with poor • Decent with • Real-time

time discipline. scheduled slots but scheduling and
bound by working tracking for reliable
hours and inflexible and punctual service.
supply availability.
• Wider coverage

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 Parameter Offline unorgani ed Offline organi ed Online full-stack
(localized vendors found (beauty and salon Platforms
on social media, chains, appliance
classifieds, in offline OEMs, painting
markets) companies etc.)
• Limited processes to through technology-
ensure timeliness and driven service
difficult for consumer management.
to reschedule or
cancel if needed. • Flexible options for
easy rescheduling
and cancellations.
Service/ Product quality • Inconsistent service • Minimum service and • Professional
quality – on the job product quality training and quality
learning with no formal ensured with post control to maintain
training or service warranties, high service
certification. Absence however, missing standards.
of formal feedback structured training
loop to improve and feedback • Customer review
quality. mechanisms. and monitoring
systems to track and
• Questionable quality of improve service
spares with risk of quality.
counterfeit or
substandard user parts • Standardized
used with no post service processes
service warranty. with technology-
driven tracking for
• For instance, accurate delivery.
traditionally, appliance
diagnostics relied • Transparent pricing
heavily on the with rate cards for
individual expertise of spare parts and post-
service professionals, service warranties.
often leading to errors
and inefficiency.
Post service support • Non-existent. • Available – not time • Robust post-service
bound, limited support with
structure for follow warranties and
up and closure. dedicated helplines.

• Detailed invoices
for transparency and
a seamless customer
experience.

Across the value chain, organized offline players have traditionally benefitted from having a lot more trust from
the consumers. However, they have lagged in adoption of technology across all steps. Further, they struggle
with heavy fixed costs of offline setups and fixed salaries of service professionals putting pressure on pricing
in non-seasonal and low demand months.

Technology lies at the core of online full-stack home service platforms, driving efficiency and innovation across
the value chain. Advanced algorithms and AI-powered systems enable precise demand-supply matching at a
hyperlocal level, using real-time mapping of consumer and partner locations, schedules, and availability.
Predictive analytics enhances operational efficiency by forecasting demand patterns, optimizing partner
allocation, and reducing idle time for service professionals.

For consumers, technology ensures seamless service delivery through real-time updates, integrated
communication tools, and personalized recommendations. Platforms analyze the data to refine services, address

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pain points, and improve customer satisfaction. By operating on an asset-light model, these platforms eliminate
the need for offline setups and rely on job-based earnings for service professionals, enabling competitive pricing
and scalability.

Local technicians providing home services rely on past experience for diagnostics and do not offer standardized
spare part pricing. As compared to local technicians, online full-stack platforms use technology for diagnosis
and standardized rate cards for parts and spares, minimizing instances of fleecing and ensuring the use of
authentic products, thereby providing high reliability and long-term value to the consumer.

On the supply side, technology empowers service professionals with tools for streamlined operations, such as
scheduling, route optimization, and instant payment systems, significantly improving their productivity and
earning potential. Platforms also offer robust training modules and certifications, ensuring that partners deliver
standardized and high-quality services. Performance monitoring through feedback and rating systems further
incentivizes delivery excellence, fostering a culture of accountability and continuous improvement. Through
this synergy of technology and process innovation, online full-stack platforms create a robust ecosystem that
benefits both consumers and service professionals, driving trust, efficiency, and value creation at scale.

Similarly, there is a growing preference for service professionals towards online full stack platforms based on
the following six key aspects:

Table 2. Comparison of unorganized, organized offline and online full stack platforms across 6 aspects for
service professionals

Less favourable to More favourable to

service provider service provider

Parameter Offline Unorganised Offline Organised Online Full-Stack

Net Earnings
₹10-15k/month ₹15-25k/month ₹24-35k/month

Access to Consistent
Demand Highly erratic, word-of- Moderate, via organised High, driven by platform
mouth channels matching algorithms

Training Upskilling
Rarely available Limited, sporadic training Regular, structured programs

Products Tools Self-procured, often Standardised supply with Standardised, high-quality

substandard mix of mid to high quality supplies

Financing Insurance Accessible via platform

Unavailable Limited options
partnerships

Career Growth
Limited potential Moderate Progress Steady Growth

Source(s): Redseer Research, Redseer Analysis

The service professionals working in the unorganized set up face multiple challenges:

1. Lower and inconsistent earnings: The unorganized sector lacks a formal demand forecasting and
supply balancing system, resulting in poor working hour utilization and inconsistent job and lead
availability, resulting in overall lower earnings for offline professionals.

In the beauty space, most professionals are salaried and do not get a share in revenue. Salons operate
with heavy fixed costs (rentals, maintenance etc.), which reduces the earnings for the service
professionals. For instance, an offline beauty professional can earn between ₹12,000-21,000 per month
after working between 8-10 hours six days a week with limited growth year on year. In contrast, online
full stack platforms do not have to bear these fixed costs and can pass on these savings to service
professionals leading to 60-70% higher earnings for these professionals while working fewer hours.
Similar dynamics hold true for appliances repair and maintenance, where majority of the professionals
are engaged with OEMs and on fixed salaries.

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 For services like cleaning, handymen, painting, cooking, childcare and elderly care, professionals rely
on local leads to find customers, leading to inconsistent utilization, variable periods of unemployment
and variability in monthly income. Online full stack platforms help them pack their calendars more
efficiently, enhance skill levels through training, provide access to high quality tools and consumables
at reasonable prices, and help them earn a dignified living well beyond minimum wages while working
few hours. For example, for a cleaning professional, earnings in the offline segment are ₹15,000-
20,000, compared to ₹25,000-30,000 on online full stack platforms.

2. No Access to Credit: Many services professionals struggle to access formal credit systems due to the
informal nature of their work. Many employers do not provide proof of earnings, and most credit
systems do not acknowledge job-based earnings for credit. This lack of financial inclusion limits their
ability to invest in tools, training, or expand their services. In contrast, online full stack platforms
partner with third parties to provide access to credit for personal and professional needs, with loan
repayments routed through the platform based on the professional’s online earning. This documented
proof of income enables easier access to credit for online service professionals.

3. Limited Opportunities for Skill Upgradation: The offline market typically lacks organized training
programs or skill development opportunities. Service professionals may find it difficult to keep up
with new techniques, technologies, or industry standards, potentially limiting their growth and earning
potential.

4. Lack of Respect and Professional Recognition: Service professionals in the unorganized offline market
often face challenges in terms of social status and professional recognition. The informal nature of
their work can lead to a lack of respect from clients and society at large, impacting their self-esteem
and job satisfaction.

In comparison, the organized offline sector solves for some of these challenges, especially providing consistent
demand, some training and standardized product supply. Online full stack platforms, go a step further in
providing consistent demand using demand matching algorithms, regular and structured training programs, high
quality product supply and enabling access to credit. The home services sector in India has around 90-100 lakh
semi-skilled professionals, including electricians, plumbers, carpenters, beauticians and cleaning personnels.
However, the supply is scattered because many providers work independently, without proper organization or
access to a larger customer base. Online platforms can solve this by bringing these professionals together in one
place, helping them reach more customers, standardizing services, and making the process smoother. This
creates a system that connects demand and supply more efficiently, benefiting both customers and service
professionals.

Further, online full stack platforms provide the highest monthly net earning potential among other on demand
platforms, ranging from ₹24,000 to ₹35,000, while those in online hyperlocal (quick commerce, food delivery,
online mobility) earn between ₹18,000 and ₹30,000. Within home services, beauticians earn ₹12,000 to ₹21,000
in offline salons compared to ₹22,000 to ₹30,000 in online home services, while technicians earn ₹13,000 to
₹25,000 in the offline space, compared to ₹25,000-₹35,000 the same services provided through online full stack
platforms.

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Fig. 17a. Monthly net earnings1 of service professionals Fig. 17b. Online vs offline earnings among
across platforms beautician and technicians

(FY2025, in ₹) (FY2025, in ₹)

24-35k 25-35k Online

Offline
18-30k 22-30k 13-25k
12-21k

Home Service Online

(Online full stack) Hyperlocal Beautician Technician

Note: 1. Net earnings = Gross earning – platform service fees – product cost – travel cost.
Source(s): Redseer Research, Redseer Analysis

The higher pay in home services can be attributed to the semi-skilled to high-skilled nature of these jobs, such
as handymen, beauticians, and painters. These roles often require specialized expertise and training, justifying
the increased compensation. Additionally, the on-demand nature of online full stack platforms results in higher
earnings per hour compared to traditional offline jobs where workers may spend idle time waiting for customers
in shops. For instance, an online beautician might earn ₹280-380 per hour, while their offline counterpart may
only make ₹55-80 per hour due to periods of inactivity. These online full stack platforms also offer opportunities
for career growth and skill training, enabling service professionals to increase their earnings potential over time.
For example, a handyman could undergo additional training to specialize in more complex repairs, thereby
commanding higher rates. Furthermore, the flexibility offered by these platforms allows service professionals
to work fewer hours while still earning a competitive income.

To conclude, the online full stack platforms improve the experience of both customers as well as service
professionals, resulting in increasing penetration of online home service in urban Indian households. Customers
are increasingly seeking quick turnaround solutions where service professionals are well trained, knowledgeable
and have requisite tools for the job, a demand that can be effectively met by online full stack players. The online
market is set to witness robust growth as it capitalizes on key drivers like convenience, urbanization, and digital
adoption, solidifying its position as the go-to solution for modern consumer needs. Such benefits have enabled
online full stack platforms to reach ₹41-43 billion in FY2025 and projected to reach ₹105-110 billion by
FY2030 growing at a CAGR of 18-22%.

Section 4: Synergy in Home Services and Appliances

Home services companies possess a unique advantage of potentially entering home appliances market,
leveraging their extensive knowledge of product lifecycles and repair patterns, to innovate and create devices
that solve consumer problems.

Rising demand for home care products such as water purifiers and electronic door locks presents
additional market opportunities.

In addition to home services, the Indian market presents a compelling opportunity for home services companies
to diversify into home appliances. These companies have a unique understanding of the lifecycle of key
appliances and the issues associated with it beyond the initial sale. This provides an opportunity to venture into
sale of appliances and devices, basis learnings from servicing and repairing at scale. This is especially true for
specific products which require frequent maintenance and repair, warranting the need for innovation to reduce
total cost of ownership. These products align seamlessly with the growing consumer focus on health, safety,
and convenience in urban households. Together, these categories create a synergistic offering with home
services by enhancing the value proposition for consumers seeking comprehensive home solutions.

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The Indian market for water purifiers was valued at ₹47-50 billion (approximately US$ 0.6 billion) in FY2025
and projected to grow at a CAGR of 16-18% by FY2025. The penetration of water purifiers in India was less
than 10% in FY2025 and is significantly trailing other household appliances like air conditioners, refrigerators,
televisions, and washing machines. Over the past few years, the water purifier category has seen some structural
tailwinds driven by growing consumer concerns over health and water quality, driven by increasing awareness
of waterborne diseases, wider availability of piped water connection and near-universal electrification. In India,
water purifiers come in various types, including Reverse Osmosis (“RO”), Ultraviolet (“UV”), and Ultra
Filtration (“UF”) systems, each catering to different water quality needs. With increasing concerns over water
contamination and the cost of maintenance, there will be a higher demand for a high-quality RO water purifier
with a lower lifetime cost of ownership, which is also easy to install and maintain, and is reasonably priced.
Higher disposable incomes and advanced purification technologies have further boosted demand for water
purifiers. However, the category faces a key consumer problem where servicing is required every 6-12 months
for most water purifiers causing recurring inconvenience for users resulting in an opportunity to be addressed.
Consequently, water purifiers are one of the few consumer appliances where the cumulative servicing cost over
the product’s lifespan significantly exceeds the initial purchase price. Post-sale servicing capability is a critical
factor for consumers when choosing a water purification device. Notably, home services players hold a
competitive advantage in water purifier segment as the servicing experience is one of the key consideration
factors for a consumer during product purchase. These players have a unique edge due to their extensive
experience in repairs and services, allowing them to identify common issues and pain points in water purifiers.
Through their hands-on experience, they can leverage insights into recurring problems such as filter clogging,
membrane degradation, and performance inefficiencies. This knowledge enables them to innovate and design
products that address these issues, potentially improving filter longevity, enhancing purification efficiency, and
reducing maintenance frequency.

Fig. 18a. Water purifier TAM in India Fig. 18b. Electronic door locks TAM in India
(FY2023, FY2025, FY2030P, in ₹ billions (FY2023, FY2025, FY2030P, in ₹ billions (US$ 1
(US$1 billions)) billions))
1 -1 %
3 -40%
1 -20% 100-110 Bn
( 1.2 Bn) 19.3-20.5 Bn
47-50 Bn ( 0.21 Bn)
( 0.6 Bn) 40-45%

33-36 Bn 3.8-4.0 Bn
( 0.05 Bn)
( 0.4 Bn)

1.9-2.0 Bn
( 0.02 Bn)

FY2023 FY2025 FY2030P

FY2023 FY2025 FY2030P
Note(s): 1. Conversion rate used: US$ 1 = ₹85
Source(s): Redseer Research, Redseer Analysis

The electronic door lock category is an emerging category driven by consumer preference for convenience and
safety by replacing traditional key with digital access methods like fingerprint, passcode and remote unlock.
Their ability to provide remote access and customizable controls makes them a preferred choice for modern
living.

In India, electronic locks remain at the nascent stage, with household penetration rate of less than 0.3% as of
FY2025, far below markets like the United States (approximately 16%), China (approximately 18%), and the
United Arab Emirates (“UAE”) (approximately 7%). The electronic door lock category is projected to grow
rapidly at 37-40% per annum from FY2025 to become ₹19.3-20.5 billion (approximately US$0.21 billion)
market by FY2030P. Rising incomes, urbanization, and demand for premium security in apartments, luxury
homes, and gated communities drive their adoption. Increasing integration with smart home ecosystems and
residential builders offering electronic door locks in new projects, further boosts growth.

As India transitions toward connected living, electronic door locks are becoming an integral part of modern
home security and convenience solutions. Given the high complexity involved in electronic door lock
installation and consumers’ apprehension with quick after-sales service in case of an issue with the lock
performance, home services players have a competitive advantage in this category.
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Section 5: Global Expansion for Home Services

Home service providers in India have significant opportunities to expand their offerings and market reach.
The tech-based hyperlocal model established in India for online home services has significant potential for
global expansion, particularly in countries with ‘Do-it-for-me’ cultures, offering opportunities to capture
market share in regions with higher disposable incomes and willingness to pay for home services.

Economies like KSA, UAE, and Singapore offer lucrative opportunities for home service providers,
driven by migration trends, high disposable incomes, and demand for standardized services

The tech-based hyperlocal model for online home services, once established in India, presents significant
opportunities for expansion into global urban centers. This expansion potential is particularly promising in
countries with a substantial Indian diaspora, where awareness of Indian players may already exist. Many
international markets exhibit a ‘Do-it-for-me’ approach to home services, similar to Indian consumer behavior,
where middle to high-income consumers are willing to pay for professional assistance rather than opting for a
‘Do-it-myself’ approach. Additionally, numerous international markets boast higher disposable incomes
compared to India, potentially translating to increased spending on home services. These factors collectively
create a favorable environment for Indian online home services platforms to enter new markets and capture
market share, leveraging their established expertise and technological infrastructure.

Fig. 19. Home Services TAM 1 in KSA, UAE and Singapore

(CY2024, CY202 , in ₹ billions (US$2 billions))

Note: 1. TAM for KSA, UAE and Singapore include common categories of beauty and wellness, daily and high frequency cleaning,
appliances servicing and repairs, handymen, and professional cleaning. In addition, KSA and UAE TAM also include cooks, home painting,
home renovation, on-demand cleaning and packers and movers. Singapore TAM also includes pet grooming. 2. Conversion rate: US$ 1 =
₹85
Source(s): Redseer Research, Redseer Analysis

The home services sectors in regions like the Kingdom of Saudi Arabia (“KSA”), UAE, and Singapore, present
a unique blend of challenges and opportunities driven by their distinct socio-economic landscapes. The home
service market in the three countries totals ₹1,955-2,025 billion (approximately US$ 23 billion) as of CY2024,
with KSA being the largest market, followed by UAE and Singapore. These three markets are projected to grow
at 9-10% CAGR till CY2029, with KSA growing the fastest at 10-11%, followed by UAE at 7-8% and
Singapore at 6-7% in the same period.

These markets, characterized by high urbanization rates, expatriate-heavy populations, and high disposable
incomes, showcase a growing demand for organized, professional home services. However, much like India,
these regions often rely on fragmented service ecosystems dominated by informal providers, leading to
inconsistencies in service quality, pricing, and accessibility. The adoption of digital platforms to bridge the gap
between service professionals and consumers is steadily gaining traction, offering opportunities for
standardization, skill enhancement, and fairer earnings for service professionals.

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1. KSA has a ₹1,260-1,290 billion (approximately US$ 15 billion) home services market as of
CY2024, driven by beauty and wellness, and cleaning services

The home services industry in KSA has a “do it for me” approach to home services and access to a
large pool of service professionals seeking better earning opportunities. KSA is a key market for future
growth due to similarities with the UAE and its overall market potential, which is projected to grow at
a CAGR of 10-11% between CY2024 and CY2029. In KSA, beauty and wellness services represent
the largest segment within the TAM, followed by cleaning services. Beauty services is a fast-growing
category, driven by high demand for female grooming, with women often availing these services every
10–15 days to maintain personal care. Approximately 40% of households utilize cleaning services with
a frequency of 2–3 times per week in CY2024. Payments for these services are typically made on an
hourly basis, unlike India, where payments are predominantly monthly. Handyman services, while a
niche category, is gaining traction and projected to grow at a robust CAGR of approximately 13%
between CY2024 and CY2029P, supported by expanding residential infrastructure and a shift towards
outsourcing skilled maintenance tasks for convenience and efficiency. The other categories (packers
and movers) segment is primarily fueled by the expatriate population, while the movement of local
residents remains minimal.

Fig. 20. Home Services TAM - KSA

(CY2024, in ₹ billions (US$1 billions))

TAM
1,260-1,290 Bn
( 15 Bn)

5% 1% Beauty & Wellness

6% 1% Cleaning
1% Home Renovation
0%
Cooks
45% Appliances & Repairs
40% Home Painting
Handymen
Other Categories

Note(s): 1. Conversion rate: US$ 1 = ₹85

Source(s): Redseer Research, Redseer Analysis

2. UAE has a ₹370-390 billion (approximately US$ 5 billion) home services market as of CY2024,
driven by beauty and wellness, cleaning, and cooks services

UAE is an attractive market with an affluent population and increasing appetite for quality driven
services delivered at home. The home services industry in UAE is similar to the home services industry
in India – there is a large Indian diaspora, a “do it for me” approach to home services and access to a
large pool of service professionals seeking better earning opportunities. In the UAE, beauty and
wellness services, along with cleaning services, account for 63% of the home services market, with
cooks emerging as the next largest category in CY2024. Approximately 40-45% of households in the
UAE have used online platforms to book home services in CY2024. The majority of these platforms
work on a lead generation model where consumers are connected to relevant professionals/ business
owners through the online platform, but the actual delivery of the service happens offline (example
slot selection, pricing, invoicing are done offline via calls/ in person). Full stack players with end-to-
end consumer journey online are a fast-growing part of the market and there is a significant opportunity
for them to capture market share given the convenience and standardization they offer and consumer
proficiency in using online services.

Usage patterns in cleaning services vary significantly between bachelors and families with children,
with the former utilizing 1–2 services per week and the latter availing 4–5 services weekly. Consumer
preferences for beauty services vary significantly among different segments of the population basis
cultural norms and personal grooming habits. Spa services, a niche category, shows consistent demand,

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 unaffected by nationality. Manicure and pedicure services, particularly nail art, are highly popular
among locals, differing from the more basic nail cleaning commonly seen in India. The growth in home
services category is primarily driven by population expansion and increasing online penetration,
allowing new digital platforms to expand the market, while complementing (rather than cannibalizing)
existing competitors.

Fig. 21. Home Services TAM - UAE

(CY2024, in ₹ billions (US$1 billions))

TAM
370-390 Bn
( 5 Bn)

3% Beauty & Wellness

5% 4% Cleaning
1% 33% Cooks
1%
Home Painting
22% Home Renovation
Appliances & Repairs
Handymen
Other Categories
30%

Note(s): 1. Conversion rate: US$ 1 = ₹85

Source(s): Redseer Research, Redseer Analysis

3. Singapore has a ₹320-340 billion (approximately US$ 4 billion) home services market as of
CY2024, driven by beauty and wellness and cleaning services

In Singapore, approximately 85-90% of the market for home services is driven by beauty and wellness
and part time maids, reflecting busy lifestyles and high disposable incomes of the country’s population.
High-frequency cleaning is particularly prominent, with service frequency ranging from 2-3 times a
week, once every week, once every two weeks, or once a month, primarily driven by need, with other
factors such as convenience and accessibility playing a more significant role than income levels.
approximately 20-25% of consumers in Singapore have used online platforms to book home services
in CY2024, highlighting a growing preference for digital convenience and presenting an opportunity
for online players to further penetrate the market. Air conditioner servicing is typically conducted
under annual contracts, with tenants often required to service units 3–4 times a year. Beauty services
are highly specialized, with professionals focusing on specific areas of expertise, unlike India, where
a single provider often handles multiple tasks. DIY solutions are declining as residents increasingly
prioritize professional handymen for quick, reliable, and efficient household maintenance, reflecting a
shift toward convenience and expertise.

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 Fig. 22. Home Services TAM - Singapore
(CY2024, in ₹ billions (US$1 billions))

TAM
320-340 Bn
( 4 Bn)

2% Cleaning
4%
3% Appliance and Repairs
Beauty & Wellness
Other Categories
47%
Handymen
43%

Source(s): Redseer Research, Redseer Analysis

Section 6: Threats and Challenges

An online, full-stack home service platform aiming to expand across India and extend its geographical reach
beyond India, may face the following challenges:

1. Macro-economic conditions: The home services industry is sensitive to broader economic conditions.
Economic growth and stability lead to higher spending on discretionary services such as beauty and
wellness and home renovation – these form a large part of the Target Addressable Market. Conversely,
economic slowdowns or a recession could inversely impact consumption of home services.

2. Competition: Entry of newer players in the online home services space or expansion of offline
organized players into online services continue to pose a threat to existing online home services
platforms. Newer players offering services at lower prices (through discounting or business / operation
model optimizations) can lead to user churn for existing platforms. Similarly new players offering
higher incentives to service professionals can also lead to service professionals churn from existing
platforms. Further, the current offline organized players expanding to online/ at-home services can
command an increasing share on the back of their brand and trust with existing users.

3. Innovations in the industry: Innovations in product or service offering can lead to redundancy in the
existing home services - for example, laser hair removal can make the current hair depilation methods
redundant. Similarly, innovation by OEMs can reduce the need for servicing or repairs. If the current
players do not keep up with innovations, it could inversely impact their growth and profitability.

4. Changing consumer preferences: New trends are emerging in online consumption across categories,
for example the growing preference for instant availability and wider assortment. Existing platforms
will have to continuously adapt to these preferences to stay relevant in the industry. Further, consumer
preferences in tier 2+ cities are likely to be different from tier 1 cities. For example, the adoption of
online services may be slower than that in the larger cities. Hence, as the current platforms see maturity
in metros and expand to other parts of the country, they may not see growth acceleration as per
expectations.

5. Rising labor costs and managing service professionals: Home services pricing is a direct function of
the broader labor costs and demand supply dynamics. An increase in the service costs could lead to
higher pricing, inversely impacting the demand for home services. Further, with scale, existing
platforms may face growing issues related to gig workers, including concerns about working
conditions, fair compensation, and rating systems. These challenges could lead to disruptions on the
service professional side or attract regulatory attention, especially in the new international markets
with different labor laws.

6. Maintaining service quality at scale: Expansion into newer geographies and categories requires strong
processes and adherence mechanisms to ensure quality is maintained at scale. If existing platforms fail
to develop or ensure adherence to these processes, quality of services can be impacted, leading to poor

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 word of mouth and impact on brand reputation - eventually leading to slower growth.

7. Off platform transactions: It is critical for online platforms to maintain a strong value proposition for
both the consumers and the service professionals. A drop in the value proposition - for example
reduction in earnings of service providers or quality guarantee for consumers, can lead to existing
service providers and consumers transacting offline by-passing the platform.

Section : Urban Company’s currently serviceable market and competitive positioning

Urban Company has presence in 47 cities as of March 31, 2025 and has potential to expand up to the top
200 cities in India by FY2030. It offers a subset of the home services categories with current focus on mid to
high-income households. This results in the serviceable addressable market (“SAM”) for Urban Company
at ₹1,770-1,850 billion (approximately US$21 billion), which is 35-36% of the TAM as of FY2025.

In the serviceable markets, Urban Company aggressively competes with both the offline unorganized sector
as well as the organized players with its comprehensive full-stack approach. Among online players, Urban
Company is a digital home service platform in India.

A. Urban Company’s SAM for home services in India’s top 200 cities is worth ₹1, 0–1,850 billion
(approximately US$ 21 billion) as of FY2025, primarily driven by middle and high-income consumers.

Urban Company’s SAM, representing the segment of the TAM it can serve in India comprises the home services
market, encompassing the categories it operates in, and serves middle-income households and above, with
income over ₹5 lakhs per annum, within the top 200 Indian cities by population. The SAM consists of 53 million
households in the top 200 cities that utilize home services (both online and offline).

The SAM was projected at ₹1,770-1,850 billion (approximately US$ 21 billion) as of FY2025. The market
exhibits a diverse portfolio of services, including beauty and wellness, daily and high-frequency cleaning,
professional cleaning, handyman support, appliance servicing and repairs, among others. Cleaning and pest
control services account for the largest share of the SAM, contributing approximately 42% to the market,
followed by home painting, beauty and wellness, and handymen services. The serviceable addressable market
for painting and home decor in the top 200 Indian cities was estimated between ₹470-490 billion (approximately
US$6 billion) for FY2025. This market is projected to grow at an annual rate of approximately 13% between
FY2025 and FY2030P, with a relatively small number of organized participants currently operating within this
market.

Fig. 23. Urban Company - India Home Services TAM1-SAM comparison

(FY2025, in ₹ billions)

TAM Serviced SAM TAM Serviced SAM

Categories Categories
FY 2025 by UC FY 2025 FY 2025 by UC FY 2025
Cleaning and Pest Control 1000-1020 750-770 Home Painting 540-550 310-320

Care at Home 830-845 Cooks 500-510

Home Renovation and Appliances & Repairs 160-165 40-50

680-690 160-170
Upgradation1
Other Categories 255-270
Beauty & Wellness 580-600 260-280

Handymen 560-570 260-270

TAM
Additional Opportunities
FY 2025
Water Purifier 47-50

Electronic door locks 3.5-3.6

Note(s): 1. TAM includes both home renovation and upgradation while SAM includes only home upgradation, and not home renovation
Source(s): Redseer Research, Redseer Analysis

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 Fig. 24. Urban Company - India Home Services SAM1
(FY2025, in ₹ billions (US$ billions))

SAM1 Top 200 Cities, Household Income 5L

1,770-1,850 Bn
( 21 Bn)

2% Cleaning and Pest Control

9%
Home Renovation & Upgradation
Beauty & Wellness 2
Handymen
15%
Home Painting
42%
Appliances & Repairs

15%

17%

FY 2025

Note(s): 1. SAM represents households with annual income > ₹5 Lakhs in top 200 cities 2. Beauty and Wellness does not include
treatments, 3. US$ 1 = ₹ 85
Source(s): Redseer Research, Redseer Analysis

B. Urban Company is an online full stack home services solutions provider in India

In India, approximately 5.5-5.6 million households used online home services in FY2025. Among these, around
4 million households utilized services offered by Urban Company in the same period. Urban Company’s annual
household penetration in top 200 cities is approximately 7.8% in FY2025 and this represents a long-term growth
opportunity. In FY2025, in terms of value, approximately ₹41-43 billion is spent by consumers online out of
the total TAM of ₹5,100-5,210 billion (approximately US$60 billion). In FY2025, approximately 38% of Urban
Company’s Serviceable Addressable Market exists in the top 8 cities in India and the remaining 62% exists in
the following 192 cities. Urban Company's Service Addressable Market is 35-36% of the total addressable
market in FY2025.

Fig. 25. India Home Services Online Market Split

(FY2025, in ₹ billions)

41-43 Bn

27-29 Bn

Online Market Market with

Urban Company

Source(s): Redseer Research, Redseer Analysis

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Urban Company has competition from other online platforms, however, many of these competitors tend to be
more localized, focusing on specific geographical areas or service categories. Urban Company is the first full-
stack online platform in India to bring 5+ home services categories online. Urban Company has been at the
forefront of launching innovative products focused on standardizing and improving service quality such as jet
pump for AC servicing, co-pilot for diagnosis of malfunctioning appliances and roll-on wax for more convenient
and hygienic waxing, which have been widely adopted by the industry. Urban Company was among the first in
India to introduce professional beauty services at home, eliminating rental and capital costs associated with
physical salons, enhancing earning potential for service professionals, and offering greater value to consumers.
Urban Company was India’s highest-searched online home services full-stack platform brand on Google Trends
between January 2024 and March 2025. On the service professional side as well, Urban Company offers a step
jump in earnings alongside flexibility in time committed for service professionals. The service professionals
associated with Urban Company, on average, earn 30-40% more than their peers who are not associated with
any platform in FY2025. Further, the hours spent on a job by a service professional on Urban Company platform
is 50-60% lower compared to the offline equivalent in FY2025. Urban Company’s service professionals, on
average, earned 15-20% more than gig workers on other online hyperlocal platforms in the food delivery and
quick commerce sectors while working fewer hours in FY2025.

Urban Company’s ‘Native’ RO water purifiers have the lowest total cost of ownership in FY2025 factoring in
both initial purchase price at MRP and lifetime servicing costs, compared to all leading branded RO water
purifier products with 8 liter tank capacity in India (assuming life of the water purifiers to be five years) where
leading branded RO water purifiers are defined as companies with water purifier revenue more than ₹1,000
million in FY2025. Unlike the industry practice of replacing filters every 6 months, which contributes to
significant waste, Urban Company reduces environmental waste by extending filter life to up to 2 years.

Conclusion

The home services market in India is estimated at ₹5,100–5,210 billion (approximately US$60 billion) in
FY2025 and is projected to increase at a CAGR of 10–11% to reach ₹8,400–8,580 billion (approximately
US$100 billion) by FY2030. Indian home service providers have potential for global expansion, particularly in
countries such as KSA, the UAE, and Singapore, which present lucrative opportunities. Urban Company is an
online full-stack platform offering a range of home services, such as beauty services, home repairs, and
upgrades, with operations primarily in India, as well as in KSA, UAE, and Singapore.

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 OUR BUSINESS

Some of the information in this section, especially information with respect to our plans and strategies, contain
certain forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking
Statements” on page 19 for a discussion of the risks and uncertainties related to those statements. Our actual
results may differ materially from those expressed in, or implied by, these forward-looking statements. The
following information is qualified in its entirety by, and should be read together with, the more detailed financial
and other information included in this Red Herring Prospectus, including the information contained in “Risk
Factors”, “Industry Overview”, “Restated Consolidated Financial Information” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 33, 192, 302 and 406,
respectively.

Unless stated otherwise, all financial information is derived from our Restated Consolidated Financial
Information. Unless the context otherwise indicates, all references to the terms “we”, “us” and “our” are to
our Company and our Subsidiaries and joint venture, on a consolidated basis. We carried out our operations
in KSA through our step-down subsidiary, Urban Company Arabia for Informational Technology, (“KSA
subsidiary”), in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023. With effect from
January 1, 2025, we have migrated our KSA operations to our Joint Venture and we no longer consolidate
revenues from our operations in KSA, and we have since then accounted for our KSA joint venture using the
equity method and recognized our share of profit / (loss) from the joint venture. For further details, see “Risk
Factors – We conduct our operations in the Kingdom of Saudi Arabia through a Joint Venture and our
control over the Joint Venture is limited by our shareholding therein and the joint venture agreement. If the
Joint Venture fails to achieve or maintain profitability, our business, results of operation and financial
condition may be materially and adversely affected”, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, “History and Certain Corporate Matters” on pages 72, 406 and 266,
respectively. Our Financial Year commences on April 1 and ends on March 31 of the subsequent year, and
references to a particular Financial Year are to the 12 months ended March 31 of that year.

We have included various operational and financial performance indicators in this Red Herring Prospectus,
many of which may not be derived from our Restated Consolidated Financial Information. Such indicators are
not a measure of performance calculated in accordance with applicable accounting standards and are not
defined under Ind AS, IFRS or U.S. GAAP, and therefore, should not be viewed as substitutes for performance,
liquidity or profitability measures under such applicable accounting standards. The manner in which such
operational and financial performance indicators are calculated and presented, and the assumptions and
estimates used in such calculations, are not standardized terms, and may vary from those used by other
companies in India and other jurisdictions. We have presented reconciliations of certain non-GAAP financial
indicators to our Restated Consolidated Financial Information in “Other Financial Information” on page
405. Investors are accordingly cautioned against placing undue reliance on such information in making an
investment decision and should consult their own advisors and evaluate such information in the context of the
Restated Consolidated Financial Information and other information relating to our business and operations
included in this Red Herring Prospectus.

Unless otherwise indicated, the industry-related information contained in this Red Herring Prospectus is
derived from the Industry Report titled “Industry Report on Home Services and Solutions” dated August 29,
2025 (the “Redseer Report”), which has been commissioned and paid for by our Company for an agreed fee
pursuant to an engagement letter dated November 4, 2024 and prepared only for the purposes of confirming
our understanding of the industry exclusively in connection with the Offer. A copy of the Redseer Report will
be available on the website of our Company at [Link] and has also been
included in “Material Contracts and Documents for Inspection – Material Documents” on page 553. Redseer
Strategy Consultants Private Limited (“Redseer”) is an independent agency and is not a related party of our
Company, our Subsidiaries, joint venture, Directors, Promoters, Key Managerial Personnel, Senior
Managerial Personnel or the Book Running Lead Managers. Unless otherwise indicated, all financial,
operational, industry and other related information derived from the Redseer Report and included herein with
respect to any particular year refers to such information for the relevant calendar year. The data included in
this section includes excerpts from the Redseer Report and may have been re-ordered by us for the purposes of
presentation.

For definitions of technical and industry related terms used in this section, please see “Definitions and
Abbreviations – Industry Related Terms or Abbreviations” on page 12.

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OVERVIEW

Urban Company operates a technology-driven, full-stack online services marketplace for quality driven services
and solutions across various home and beauty categories. We operate in 51 cities across India, United Arab
Emirates (“UAE”) and Singapore, excluding cities served by our joint venture in Kingdom of Saudi Arabia
(“KSA”), of which 47 cities are in India, as at June 30, 2025. Our 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 Fiscals 2023 and
2024, we expanded into home solutions with the launch of water purifiers and electronic door locks,
respectively, under the brand name ‘Native’. We have also recently launched, and are in the process of scaling
up, our on demand home-help assistance (“InstaHelp”) offering in specific micro markets across a number of
cities in India.

We are focused on enabling delivery of a quality driven, standardized and reliable service experience. To
achieve this, we have 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, insurance, and
branding assistance. This approach enables the service professionals to improve their skills, enhance quality of
service delivery and increase their earning potential.

As per the Redseer Report, the home services industry in India has a large market opportunity with a total
addressable market (“TAM”) of approximately US$60 billion in Fiscal 2025, which is expected to grow at a
compounded annual growth rate (“CAGR”) of 10-11%, reaching US$100 billion in Fiscal 2030 driven by rising
urbanization and increasingly busy lifestyles; whereas the home services industry in India is largely
unorganized, fragmented, and offline, with online penetration of less than 1.0%, as of Fiscal 2025 based on net
transaction value. As per the Redseer Report, consumers face the twin challenges of poor access to quality
supply and inconsistent service quality while service professionals suffer from a lack of predictability of demand
for their services and often rely on intermediaries, thereby resulting in sub-optimal earnings. For further details,
see “Industry Overview – Section 3: Overview of the Home Services Market in India – C. Online full stack
platforms addressing structural challenges in home services could reach ₹105-110 billion by FY 2030,
projected to grow at 18-22% CAGR between FY 2025 and FY 2030” and “Industry Overview – Section 7:
Urban Company’s currently serviceable market and competitive positioning – B. Urban Company is an
online full stack home services solutions provider in India” on pages 204 and 216, respectively. We seek to
address the challenges faced by consumers by providing them access to standardized, and reliable service
experiences at a quality driven benchmark. For further details in relation to the manner in which we address the
challenges faced by consumers and service professionals, see “-Overview - Consumer Excellence” and “-
Overview - Service professional empowerment”, each on page 220.

We operate our business under three business segments which are (a) India consumer services; (b) Native; and
(c) International business:

(a) India consumer services: Our consumers can access services across home, beauty and wellness
services. Home services include categories such as cleaning, pest control, servicing and repair of
appliances, handyman services (electrical, plumbing and carpentry), InstaHelp and painting and wall
décor. Beauty and wellness include services such as skincare and haircare services for women,
grooming services for men and massage therapy for both men and women. We have structured our
service categories into standard service units (“SSUs”), each with defined service parameters, standard
operating procedures, price and in several cases, prescribed products for use during their service
delivery. In addition, we sell tools and consumables (collectively, the “products”) to the service
professionals which they can choose to buy from us, for use during their service delivery. We procure
these products from certain brands, some of which are exclusively manufactured for us.

(b) Native: We sell water purifiers and electronic door locks to consumers in and outside India.

(c) International business: Our consumers can access home and beauty services in UAE, Singapore and
KSA through our marketplace. We also provide tools and consumables to service professionals for use
during service delivery. While we launched our services in KSA in April 2021, we transitioned to
providing services through a joint venture with effect from January 1, 2025. For further details, see “-
Description of Our Business and Operations – Our international business” on page 243.

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Consumer excellence

We focus on trust, reliability, quality, and convenience during the consumer’s entire service journey. This focus
towards consumer excellence has driven the average consumer ratings given to service professionals on our
platform per service delivery to reach 4.79 on a scale of 5.0 in three months ended June 30, 2025. The average
consumer rating is based on the simple average of all jobs rated by consumers in a relevant period. We also
analyze the consumer comments on poorly rated jobs to identify areas of improvement for the service
professionals and these areas of improvement are shared with the service professionals as feedback on the
dedicated application for service professionals (“UC service professionals app”). We also conduct re-training
for the service professionals at frequent intervals focused on their areas of improvement. This focus on
consumer excellence has further enabled us to increase our transactions from retained consumers, i.e., existing
consumers who have again availed services on our platform during the 12-month period prior to the specified
date. For further details in relation to increase in average consumer rating and transactions from retained
consumers, see “-Our Competitive Strengths – Established brand trusted by consumers” on page 225.

Service professional empowerment

In three months ended June 30, 2025, we had 54,347 average monthly active service professionals on our
platform, i.e., a service professional who has delivered at least one service during a given month. This figure is
calculated by averaging the number of such professionals across all months in a specified period / year. We
empower service professionals with in-house training and access to tools and consumables, and we believe we
have helped them improve their earning potential while enabling them to maintain flexibility in their daily
schedule. As per the Redseer Report, the service professionals associated with us, on average, earn 30-40%
more than their peers who are not associated with any platform in Fiscal 2025. For further details in relation to
service professional empowerment, see “-Our Competitive Strengths – Robust technology platform powering
service fulfilment, consumer growth and service professional empowerment” on page 228.

Technology enabled platform

We leverage data and technology for delivery of services to the consumers on our platform. Our business
leverages technology to streamline operations and consumer experiences. We offer seamless discovery of the
services we offer, use data-driven demand-supply matching at micro market level and empower service
professionals with on-job assistance and enable service professionals to order relevant tools and consumables.
This tech-driven approach has fueled our growth and improved consumer ratings. For further details, see “-Our
Competitive Strengths – Robust technology platform powering service fulfilment, consumer growth and
service professional empowerment” on page 228. Further, by leveraging insights from our services experience
and product innovation capabilities, we have launched water purifiers and electronic door locks under our
‘Native’ brand.

We primarily earn 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. For further details, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on page 406.

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We transitioned to providing services through a joint venture in KSA with effect from January 1, 2025. The
following table sets forth certain key financial metrics that have been restated to exclude NTV and revenue
from operations from our KSA Subsidiary for the periods indicated:

Metrics Unit Three months ended June 30, Fiscal

2025 2024 2025 2024 2023
Consolidated in ₹ million 10,306.06 8,487.18 32,226.5 25,456.26 20,625.72
NTV(1) 4
Revenue from in ₹ million 3,672.67 2,716.96 11,028.7 8,133.67 6,278.14
operations 5
(1) Consolidated NTV represents the sum of NTV from services and NTV from Native. NTV from services represents the monetary value
paid by consumers towards services availed on our platform (gross of taxes, net of discounts, across the Urban Company consumer
application, mobile website, net of cancellations). It does not separately include revenue from sale of products sold by us to service
professionals as the amount charged to the consumer includes the cost of products to be used during service delivery. Further, it does
not include tips given to service professionals by consumers. NTV from Native represents the monetary value of Native products (i.e.,
water purifiers and electronic door locks) paid by consumers across the Urban Company consumer application, mobile website, third
party e-commerce sites and third-party retail stores. The price of the products sold on third party e-commerce sites and third-party
retail stores are assumed to be same as price of the products sold on Urban Company consumer application (gross of taxes across the
Urban Company consumer application, mobile website, third-party e-commerce sites and third-party retail stores, net of order
cancellations/ returns and discounts, gross of channel commissions).

The following table sets forth certain key financial and operational parameters for the periods indicated:

Metric Unit As at and for the three As at and for Fiscal ended March
months ended June 30, 31,
2025 2024 2025 2024 2023
Consolidated Business
Net Transaction Value (1) in ₹ million 10,306.06 8,591.82 32,709.14 25,639.05 20,779.49
Revenue from operations (2) in ₹ million 3,672.67 2,808.56 11,444.65 8,280.18 6,365.97
Contribution margin (3) % of NTV 19.67% 19.17% 19.53% 18.81% 16.51%
Adjusted EBITDA (4) in ₹ million 210.71 48.18 120.91 (1,190.12) (2,976.92)
Adjusted EBITDA Margin (as a % of NTV 2.04% 0.56% 0.37% (4.64)% (14.33)%
% of NTV) (5)
Adjusted EBITDA Margin (as a % of 5.74% 1.72% 1.06% (14.37)% (46.76)%
% of revenue from operations) (6) revenue
from
operations
Restated profit/ (loss) before tax in ₹ million 56.35 126.21 285.53 (927.27) (3,124.42)
(7)

Deferred tax credit (8) in ₹ million 13.03 - 2,112.12 - -

Restated profit/ (loss) (9) in ₹ million 69.38 126.21 2,397.65 (927.72) (3,124.84)
Annual transacting consumers (10) in million 7.02 6.04 6.78 5.75 4.93
Average monthly active service in number 54,347 50,992 47,833 46,012 42,523
professionals (11)
India (India consumer services and Native segments)
Net Transaction Value (1) in ₹ million 8,957.52 7,643.74 28,227.08 22,533.76 18,096.92
Revenue from India consumer in ₹ million 3,313.73 2,492.86 9,974.16 7,382.87 5,738.45
services and Native (2)
Adjusted EBITDA(4) in ₹ million 237.43 210.34 489.10 (357.96) (1,767.67)
Adjusted EBITDA Margin (as a % of NTV 2.65% 2.75% 1.73% (1.59)% (9.77)%
% of NTV) (5)
Adjusted EBITDA Margin (as a % of 7.17% 8.44% 4.90% (4.85)% (30.80)%
% of revenue from operations) (6) revenue
from
operations
India consumer services segment
Net Transaction Value (1) in ₹ million 8,166.37 7,401.21 26,671.95 22,155.82 18,051.92
Revenue from operations (2) in ₹ million 2,718.27 2,310.47 8,813.93 7,095.16 5,700.31
Revenue from India consumer in ₹ million 2,224.26 1,907.96 6,948.22 5,627.68 4,355.67
services – Services
Revenue from India consumer in ₹ million 494.01 402.51 1,865.71 1,467.48 1,344.64
services – Products
Contribution margin (3) % of NTV 20.29% 19.72% 20.20% 19.62% 17.73%
Adjusted EBITDA (4) in ₹ million 327.84 296.71 879.33 (101.08) (1,755.17)
Adjusted EBITDA Margin (as a % of NTV 4.01% 4.01% 3.30% (0.46)% (9.72)%
% of NTV) (5) (12)

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 Metric Unit As at and for the three As at and for Fiscal ended March
months ended June 30, 31,
2025 2024 2025 2024 2023
Adjusted EBITDA Margin (as a % of 12.06% 12.84% 9.98% (1.42)% (30.79)%
% of revenue from operations) (6) revenue
from
operations
Annual transacting consumers (10) in million 6.78 5.86 6.54 5.59 4.76
Average monthly active service in number 51,875 48,983 45,619 44,464 41,177
professionals (11)
Native segment
Net Transaction Value (1) in ₹ million 791.15 242.53 1,555.13 377.94 45.01
Revenue from operations (2) in ₹ million 595.46 182.39 1,160.23 287.71 38.14
Adjusted EBITDA (4) in ₹ million (90.41) (86.37) (390.23) (256.88) (12.50)
Adjusted EBITDA Margin (as a % of NTV (11.43)% (35.61)% (25.09)% (67.97)% (27.77)%
% of NTV) (5)
Adjusted EBITDA Margin (as a % of (15.18)% (47.35)% (33.63)% (89.28)% (32.77)%
% of revenue from operations) (6) revenue
from
operations
International business segment
Net Transaction Value (1) in ₹ million 1,348.54 948.08 4,482.06 3,105.29 2,682.57
Revenue from operations (2) in ₹ million 358.94 315.70 1,470.49 897.31 627.52
Contribution margin (3) % of NTV 17.47% 18.12% 19.03% 14.50% 8.35%
Adjusted EBITDA (4) in ₹ million (26.72) (162.16) (368.19) (832.16) (1,209.25)
Adjusted EBITDA Margin (as a % of NTV (1.98)% (17.10)% (8.21)% (26.80)% (45.08)%
% of NTV) (5)
Adjusted EBITDA Margin (as a % of (7.44)% (51.37)% (25.04)% (92.74)% (192.70)%
% of revenue from operations) (6) revenue
from
operations
Annual transacting consumers (10) in ₹ million 0.25 0.18 0.24 0.17 0.17
Average monthly active service in number 2,472 2,009 2,215 1,548 1,346
professionals (11)
Notes:
(1) Net Transaction Value (“NTV”) represents the sum of NTV from services and NTV from Native. NTV from services represents the
monetary value paid by consumers towards services availed on our platform (gross of taxes, net of discounts, across the Urban
Company consumer application, mobile website, net of cancellations). It does not separately include revenue from sale of products
sold by us to service professionals as the amount charged to the consumer includes the cost of products to be used during service
delivery. Further, it does not include tips given to service professionals by consumers. NTV from Native represents the monetary
value of Native products (i.e., water purifiers and electronic door locks) paid by consumers across the Urban Company consumer
application, mobile website, third party e-commerce sites and third-party retail stores. The price of the products sold on third party
e-commerce sites and third-party retail stores are assumed to be same as price of the products sold on Urban Company consumer
application (gross of taxes across the Urban Company consumer application, mobile website and third-party e-commerce sites and
third-party retail stores, net of order cancellations/ returns and discounts, gross of channel commissions).
(2) Revenue from operations is as disclosed in the Restated Consolidated Financial Information. Segment revenue of “India consumer
services”, “Native” and “International business” is as per the segment revenue stated in note no. 42 in the Restated Consolidated
Financial Information.
(3) Contribution margin represents contribution profit as a percentage of NTV. Contribution profit represents the revenue from
operations less (i) cost of providing services where our Company is the service provider, (ii) cost of goods sold, (iii) certain other
direct costs namely, payment gateway charges, communication costs and minimum guarantee payouts, (iv) support costs and
refunds, (v) logistics costs, and (vi) cloud hosting costs.
(4) Adjusted EBITDA is defined as restated profit/ (loss) before tax less other income, plus finance costs, depreciation and amortisation
expense, share based payment expense, inventory loss on account of fire, listing expenses and share of net loss of joint venture
accounted for using equity method, and less payment of lease liabilities. For further details, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures – Restated profit/(loss) to Adjusted
EBITDA” on page 249.
(5) Adjusted EBITDA margin (as a % of NTV) is defined as Adjusted EBITDA as a percentage of NTV.
(6) Adjusted EBITDA margin (as a % of revenue from operations) is defined as Adjusted EBITDA as a percentage of Revenue from
Operations.
(7) Restated profit/ (loss) before tax is as disclosed in the Restated Consolidated Financial Information.
(8) Deferred tax credit is as disclosed in the Restated Consolidated Financial Information.
(9) Restated profit/ (loss) is as disclosed in the Restated Consolidated Financial Information.
(10) Annual transacting consumers represents the total number of unique consumers who have availed at least one service or more in
the trailing 12 month period prior to the end of the reporting period.
(11) Average monthly active service professionals represent the service professionals who have delivered at least one service during a
given month. This figure is calculated by averaging the number of such service professionals across all months in a specified period
/ year. This figure does not include the additional personnel hired by the service professionals.

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(12) The adjusted EBITDA margin (excluding InstaHelp) for the India consumer services segment, which is calculated by excluding the
loss on account of InstaHelp from the adjusted EBITDA Margin (as a % of NTV) for the India consumer services segment, was
5.22% for the three months ended June 30, 2025.

For reconciliation of non-GAAP measures, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Non-GAAP Financial Measures” on page 428. Please also see “Risk
Factors – We have presented certain supplemental information of our performance which is not prepared
under or required under Ind AS” and “Risk Factors – Certain of our operational metrics are tracked using
internal systems and tools and as a result are subject to inherent challenges in measurement which may
adversely affect our business and reputation” on pages 67 and 68, respectively.

DEVELOPMENT IN THE THREE MONTHS ENDED JUNE 30, 2025

Historically, in our India consumer services segment, we have typically experienced higher demand for our air
conditioner cleaning services and refrigerator repair services (the “Summer Service Categories”) in the first
quarter of a fiscal year (April to June). The increased demand for the Summer Services Categories significantly
contributes to our NTV and revenue from operations during the first quarter and helps drive increased platform
traffic and user engagement on our platform, which in turn positively impact our other service categories.

However, in the three months ended June 30, 2025, parts of India experienced unseasonal rains and resultant
lower temperatures for most of the quarter. This unseasonal weather adversely impacted demand for the
Summer Service Categories which reduced the relative contribution of the Summer Service Categories to our
overall India Consumer Services segment in the three months ended June 30, 2025 as compared to the
comparative period in 2024. Set forth below is the relative contribution of the Summer Service Categories to
our Indian consumer services – services revenue from operations in the periods indicated:

Particulars Unit For the three months ended

June 30,
2025 2024
Summer Service % of revenue from operations of India Consumer 23.60% 28.17%
Categories Services – Services

We expect that the climate factors resulting in the reduced contribution of the Summer Service Categories in
the three months ended June 30, 2025 are one-off in nature, and we experienced a pickup in demand for our
service offerings towards the end of the quarter. However, such seasonal variations may recur in the future.

OUR COMPETITIVE STRENGTHS

Our multi-category, hyperlocal, home services marketplace benefits from network effects

We operate our platform at a hyperlocal level to minimize the travel distances for the service professionals and
ensure faster fulfilment times for our consumers. Each city is divided into multiple micro markets, each with a
fleet of service professionals and a typical radius of 3-5 km. The size of the micro market varies by service
category and is determined by the density of the consumer demand. For categories with a large consumer base
with high frequency, we design smaller micro markets due to sufficient demand within a compact area.
Conversely, for high-value, low frequency categories such as the painting category, our micro markets are
significantly larger.

For instance, in Mumbai, we operate in 17 super categories (a super category is a comprehensive service
category that aggregates related service categories, facilitating consumer navigation and booking) as at June 30,
2025. One such super category is handyman, which includes three further categories, i.e., plumbers, electricians
and carpenters. As at June 30, 2025, Mumbai is divided into 15, 15, and 15 micro markets for plumbers,
electricians and carpenters, respectively, and accordingly, there are a total of 45 unique service micro market
combinations for the handyman super category in Mumbai. The service professionals are assigned to these
micro markets at the service category level. When aggregated across our platform, we operate in over 12,000
service micro-markets as at June 30, 2025.

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Sample snapshot of service micro markets as at July 31, 2025.

Colored grids indicate our presence in the service micro market in select locations. A blank grid indicates we
are yet to expand to the specific service micro market.

Our marketplace benefits from network effects as we believe it becomes more efficient with scale. We believe
deeper penetration in micro-markets and expansion to newer offerings enhances the value proposition for both
consumers and service professionals. When introducing service categories in a micro-market, we prioritize
quality and reliability. We believe that early consumer satisfaction drives word-of-mouth referrals, leading to
increased market penetration. As penetration increases, we reduce the size of our micro-markets from an initial
3-5 km radius to 1-3 km radius. This drop in size leads to better time utilization by service professionals, thereby
benefitting both consumers and service professionals in the form of lower prices for consumers and higher
earning potential for the service professionals.

As micro market penetration increases and consumers experience quality driven services, we expand the
assortment of service offerings on our platform, strengthening our value proposition for the consumers. Satisfied
consumers tend to increase their order frequency within the same service category and explore additional service
categories, thereby contributing to higher consumer lifetime value on our platform. For further details in relation
to the steady increase in annual transacting consumers and services spend per annual transacting consumer, see
“-Our Competitive Strengths – Scale and technological capabilities have helped us achieve our profitability”
on page 232.

As per the Redseer Report, the service professionals associated with us, on average, earn 30-40% more than
their peers who are not associated with any platform in Fiscal 2025. Deeper penetration in a micro-market leads
to lower travel distances for service professionals leading to less time spent on the road and more time spent on
the job. Scale in a category enables further investment in product innovation and upskilling our partners, keeping
pace with the latest innovations in the industry. Our platform’s value proposition for service professionals is
evident in the growth of the service professional base, with over 83.00% of new service professionals joining
between April 1, 2022 and March 31, 2025 coming through referrals or organic word-of-mouth (including
service professionals who attend our offices in person, sign up via our service professional application or engage
in our professional onboarding process flow).

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Established brand trusted by consumers

We focus on trust, reliability, quality, and convenience and take ownership of timely delivery and quality during
the consumer’s service journey. This focus has enabled us to improve the average consumer rating given to
service professionals on our platform over the period indicated in the table below:

Three months ended June Fiscal

30,
2025 2024 2025 2024 2023
Average consumer rating (on 4.79 4.81 4.81 4.83 4.82
a scale of 5.0) (1)
Note:
(1)
The average consumer rating is based on the simple average of all jobs rated by consumers, on a scale of 5.0, with 5.0 being the highest
rating, in a relevant period. There was a slight dip in the average consumer rating in Fiscal 2025 as compared to Fiscal 2024 and three
months ended June 30, 2025 as compared to June 30, 2024 as the methodology to calculate average consumer rating was changed in Fiscal
2024 whereby consumers were provided more flexibility in allowing consumers to give a rating below the highest possible rating without
necessarily giving a reason.

According to the Redseer Report, ‘Urban Company’ was India’s highest searched online home services full-
stack platform brand on Google trends between January 2024 and March 2025. As on June 30, 2025, our
platform has facilitated transactions for 14.59 million unique consumers across all geographies where we have
operated since inception. Notably, we have onboarded 6.81 million consumers, i.e., 46.67% of total consumers
between July 1, 2022 and June 30, 2025.

Our marketplace benefits from network effects which drive and reinforce brand affinity and repeat behavior
among our consumers and service professionals. For further details in relation to benefits from network effects,
see “-Our Competitive Strengths – Our multi-category, hyperlocal, home services marketplace benefits from
network effects” on page 223. The following chart reflects our consumer retention basis NTV for our business
(excluding Native products) across cohorts as they age, based on calendar year. For further details in relation to
consumer retention basis NTV for our business across cohorts, based on Fiscal, see “-Description of Our
Business and Operations – Consumer retention” on page 247:

Consumer retention basis NTV for our business (excluding Native products)
Fiscal 2018 2019 2020 2021 2022 2023 2024 2025
2018 1.00 1.01 1.17 0.89 1.21 1.53 1.62 1.75
2019 1.00 1.01 0.70 0.91 1.13 1.20 1.29
2020 1.00 0.59 0.71 0.82 0.87 0.94
2021 1.00 0.82 0.78 0.79 0.84
2022 1.00 0.75 0.70 0.73
2023 1.00 0.74 0.71
2024 1.00 0.77
2025 1.00

225
Note:
(1) The above table considers NTV from our joint venture in the KSA from January 1, 2025 to March 31, 2025 for ease of comparison
across cohorts. However, with effect from January 1, 2025, the NTV from our KSA joint venture is not included in the NTV for consolidated
business in the KPIs.

Each cohort represents consumers who place their first order on our platform in a given Fiscal. For example,
the cohort for Fiscal 2018 includes all consumers that placed their first order on our platform in Fiscal 2018 and
have collectively increased the NTV spend to 1.75 times by Fiscal 2025. As consumers utilize the services on
our platform more frequently, the NTV generated by each cohort has also grown over the periods indicating our
consumers’ propensity to spend more on our platform with increasing habit formation tendencies.

Further, the following chart highlights the increase in NTV from retained consumers for our India consumer
services. This is largely driven by consumers increasing spends on the platform and utilizing multiple service
categories.

As depicted in the graph below, our retained consumers show a consistent pattern of expanding service category
use and engagement. As at March 31, 2025, the lifetime category adoption by our retained consumers in India
exceeds five super categories by the end of their eighth year on the platform, as highlighted in the charts below:

Retained consumers lifetime category adoption by cohort

Fiscal 2018 2019 2020 2021 2022 2023 2024 2025
2018 1.25 2.36 3.11 3.91 4.40 4.84 5.25 5.59
2019 1.31 2.47 3.32 3.84 4.28 4.70 5.07
2020 1.36 2.60 3.18 3.64 4.07 4.44
2021 1.37 2.55 3.20 3.69 4.08
2022 1.36 2.50 3.06 3.51
2023 1.34 2.44 2.97
2024 1.33 2.38
2025 1.31

For further details in relation to the lifetime category adoption by our retained consumers based on calendar
year, see “-Description of our Business and Operations- Consumer retention” on page 247.

Improved quality of service professionals through in-house training and access to tools and consumables

In-house training

We provide in-house training and upskilling initiatives for the independent service professionals, designed to
enable them to deliver quality consumer experience. Pursuant to our service-specific training programs, the
service professionals are familiarized with the service standards expected by our consumers, service category

226
offerings, usage of tools and consumables and standard operating procedures (“SOPs”). We also familiarize the
service professionals with our technology platform. Our training team consists of 339 permanent employees
across 17 super categories as at June 30, 2025. We have over 247 dedicated training classrooms in 17 cities
across India as at June 30, 2025. The following map details our training infrastructure as at June 30, 2025:

The service professionals go live on our platform post completion of their training. We use consumer feedback
to provide feedback to the service professionals on an ongoing basis to help them enhance their skills. We also
offer a mentorship program where experienced and highly rated service professionals coach newly onboarded
service professionals through practical training in certain categories. For further details in relation to our in-
house training, see “-Description of Our Business and Operations – Improved quality of service professionals
through in-house training and access to tools and consumables” on page 226.

Access to tools and consumables

We believe that the service professionals should use good quality consumables and tools to deliver a satisfactory
consumer experience. Accordingly, we procure products directly from original equipment manufacturers
(“OEMs”) and authorized distributors and sell products under our own ‘Native’ brand, ‘Elysian’ and ‘Crave’
brands or through exclusive arrangements with brands such as ‘Go Tile’ and ‘Azi-Clean’. These products are
then ordered by the service professionals through our dedicated application for service professionals (“Urban
Company service professionals application”) and are delivered to their doorstep. During the trailing twelve
months ended June 30, 2025 and March 31, 2025, 82.64% and 89.46% of the orders placed for products sold to
service professionals (based on volume) were fulfilled within three days of placement, respectively. However,
the service professionals have the option to purchase products from the market so long as the products are
genuine and in line with the specifications.

Further, by purchasing products in large volumes, we leverage volume benefits, a portion of which is passed on
to the service professionals. We also have a set of products that require usage verification by the service
professionals to ensure quality of service, and accordingly, we have implemented a process of physical
barcoding at our warehouse before dispatch to service professionals. Thereafter, we track the usage of these
products during the service delivery through bar code scanning by the service professionals. This enables us to
offer our consumers a ‘genuine product guarantee’ in case of the services that use physically bar-coded
consumables.

Earnings

Service professionals typically retained 72% of the amount paid by our consumers towards services during
Fiscal 2025. This earning potential, combined with a steady stream of service leads, resulted in an increase in
the total number of orders and a corresponding rise in the monthly earnings for service professionals. For further
227
details, see “-Our Competitive Strengths – Scale and technological capabilities have helped us achieve our
profitability – Adjusted EBITDA bridge for our Indian consumer services for Fiscal 2025 and Fiscal 2023”
on page 233. As an illustration, during Fiscal 2025, for our business operations in India, service professionals
who fulfilled over 30 orders per month earned a net average earnings of ₹ 33,599 per month, net of platform
service fees and travel and products cost. Service professionals have an opportunity to progress across category
tiers such as Bronze, Silver and Gold, improve their earnings and grow on the platform, thereby incentivizing
the service professional to utilize our platform for a longer duration. The following table is an illustration of the
potential earning of service professionals on our platform on a monthly basis during Fiscal 2025:

Details Unit All Professionals Top 20% of Top 10% of Top 5 % of

professionals delivering > service service service
30 services professionals professionals professionals
in a month by order by order by order
count count count
Percentage of % 100% 64% 20% 10% 5%
monthly active
service professionals
(1)

Gross earnings in ₹ per 50,022 61,999 76,424 84,550 91,719

(average) (2) month
Urban Company fee % 28.0% 27.5% 27.6% 27.4% 27.3%
% (3)
Indirect taxes borne in ₹ per 511 622 735 783 815
by professionals month
Travel costs (4) in ₹ per 1,829 2,391 2,814 3,185 3,523
month
Product costs and in ₹ per 7,245 8,316 11,139 12,157 13,258
additional personnel month
costs (5)
Net average in ₹ per 26,407 33,599 40,677 45,256 49,066
earnings month
Hours spent on the hours per 83 104 128 143 155
platform month
Net Earnings per in ₹ per 317 323 317 317 316
hour hour
Notes:
* Data only provided based on a full fiscal year since there is seasonal variation for quarterly data which are not representative of potential earnings of
service professionals.
(1) For the purpose of calculating net earnings, the following types of service professionals have been excluded – service professionals operating in large
home painting category, aggregators and service professionals who are in their first calendar month on the platform and yet to complete a full month.
(2) Gross earnings represents the sum of the amounts paid by the consumer (gross of discounts) and incentives earned by service professionals on the
platform for the relevant set of service professionals as defined under note 1.
(3) Urban Company fee % represents the portion of the gross earnings retained by Urban Company as a % of the total gross earnings.
(4) For male service professionals, travel costs are assumed basis average distance travelled per job * fuel cost (basis mileage assumptions) + maintenance
cost of vehicle. For female service professionals, travel costs are assumed on the basis that 40% female professionals use personal vehicles and the rest
use autorickshaws - for own vehicle assumptions, cost assumptions are the same as defined for male service professionals. Autorickshaw rates are the
averages basis individual city rates where we operate.
(5) Product costs and additional personnel costs represents the sum of costs borne by the service professionals towards the cost of consumables used during
service delivery, cost of tools amortised over estimated useful life and payouts made by the service professionals to additional personnel in certain
service categories.

Our focus on helping service professionals improve their utilization and earnings on the platform has helped
increase the value of transactions from repeat service professionals, i.e. service professionals who delivered
their first service on the platform prior to the reporting period as a percentage of NTV for our India operations
to 83.55% in Fiscal 2025 from 73.16% in Fiscal 2023. For further details in relation to contribution from repeat
service professionals in three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, see “-
Description of Our Business and Operations – Focus on Enablement of Service Professionals” on page 244.

Robust technology platform powering service fulfilment, consumer growth and service professional
empowerment

We are a technology-driven company, with technology embedded in all important areas of our business
operations. As we gain new insights in a particular service category or geography, we aim to apply our learnings
consistently across our business operations thereby creating a unified technology stack for our business
operations, independent of specific categories or geographies. This enables us to scale by launching various
hyperlocal services while enabling quality control and reducing the time from introducing pilot projects to
scaling them into full-fledged operations. We have demonstrated our technological capabilities in the following
areas:
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Service micro-market operations and fulfilment

We operate through a network of service micro-markets and seek to fulfil service requests by leveraging
technology to balance variables such as consumer location, day and time, availability of service professionals
in a geographical location at a particular day and time, and the skills required to perform the services, while
aiming to maximize the service professionals’ earning potential and minimize travel time. Our SSU assortment
within the same service category often requires matching our consumers with service professionals with the
specific skill sets. For instance, we will allocate different air conditioner (“AC”) service professionals with the
specific skill sets depending on whether the AC servicing or repair request is simple or complex. This capability
enables us to balance demand and supply in real-time, thereby optimizing resource allocation and enabling
timely service delivery. We also use machine learning (“ML”) models at the micro-market level to forecast
demand, allocate resources effectively, and optimize service professionals utilization. We believe that our
technological capabilities to manage the variables provide us with a competitive edge. The following snapshot
shows the supply-demand across the service micro markets in the Delhi- NCR region as at July 31, 2025:

Snapshot of our micro markets in the Delhi NCR region

Consumer journey:

Our Urban Company consumer application is consumer friendly and enables consumers to explore service
offerings across all categories, with personalized, data-driven recommendations. Consumers can book services
by specifying preferences such as time, location, and service professional, and type of payment mode.
Additionally, to enhance consumer convenience, we offer value-added services like consumer membership
programs to drive retained consumers and bundles/ subscriptions for their recurring needs. We also provide
instant support through GenAI-powered assistants. Our artificial intelligence (“AI”) and GenAI-powered
chatbots are built on internal data and SOPs and assist in real-time analysis of the issue and resolution of
consumer and service professional queries post-booking.

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Service professional lifecycle and empowerment:

The service professionals manage their entire business and engagement through the Urban Company service
professionals application, which includes onboarding, scheduling, order fulfilment, virtual training and
feedback. Once live, the service professionals manage their daily operations through the app, including order
acceptance, invoicing and payments. In addition, they can order products for consumer services through our
platform as well as access third party loans and track their financial performance. We have also built a digital
community platform ‘UC Cult’ that allows service professionals to share success stories, skills and other
inspirational content thereby fostering a sense of community and encouraging improvement. We also use GenAI
in onboarding and engaging with service professionals. Throughout the service professional lifecycle, GenAI
voicebots assist in communicating our value proposition to prospective service professionals, schedule training
center visits and drive key actions such as recharges and kit purchases by way of timely reminders.

On-job assistance and quality checks

In-application flows guide service professionals through proper diagnostic steps and adherence to SOPs. In
addition, we adopt features such as image and barcode scanning to conduct proof-of-work quality checks during
delivery of service, assess the completion of key steps and whether correct products are used; and deploy vision-
based ML models to verify service professionals’ identity before they start the jobs and monitor adherence to

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SOPs on a real-time basis. We also use GenAI workflows to enable the service professionals to provide accurate
diagnosis and implement solutions, thereby providing quality service to our consumers.

As depicted from the examples above, we have embedded data, ML and AI across multiple aspects of our
operations to enhance efficiency, improve service quality, and deliver a seamless experience for both consumers
and service professionals on our platform.

Innovation and product development capabilities

We have a track record of deploying innovative product solutions at scale to service professionals. According
to the Redseer Report, we have been at the forefront of launching innovative products focused on standardizing
and improving service quality such as foam jet pump for AC servicing, co-pilot for diagnosis of malfunctioning
appliances and roll-on wax for more convenient and hygienic waxing, which have been widely adopted by the
industry.

Our AC foam jet pump and roll on wax

These innovations are deployed at scale to enhance consumer experience and minimize the effort and cost
incurred by the service professionals. We have also collaborated with experienced industry professionals and

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OEMs to design professional-grade facials, pedicure kits, cleaning chemicals, and disposable single-use hygiene
packs to enhance the efficiency of our beauty services. We have set out below certain recent examples of product
innovations across Native products and products sold to service professionals:

• In Fiscal 2023, using consumer insights and in-house product innovation capabilities, we expanded into
home solutions by introducing water purifiers under the ‘Native’ brand. It is capable of providing 12,000
litres of filtered water, equivalent to a two year lifespan, and features filters and membranes that eliminate
the need for servicing every 6-12 months. For further details in relation to the technology used in our water
purifiers, see “-Description of Our Business and Operations – Service and product offerings - Products
sold to service professionals – Native” on page 242. We have also integrated our premium water purifier,
i.e., at a sale price of ₹ 18,499 or above into the Urban Company consumer application to display details
of water quality and filter life. Additionally, we launched electronic door locks under the ‘Native’ brand in
Fiscal 2024. These electronic door locks are equipped with an in-built camera that integrates with our
consumer’s doorbell, thereby allowing management of visitor entry. The electronic door locks are
integrated into the Urban Company consumer application, offering real-time remote unlocking capabilities.

• ‘Co-Pilot’, a diagnostic tool - ‘Co-Pilot’ enables standardized diagnosis of common issues in appliances
such as AC units and other large home appliances, wherein the service professionals test functioning of
critical components. Diagnosis results are compiled into a consumer-facing report with supporting evidence
and an estimated cost of repair, allowing consumers to approve the job on the Urban Company service
professional application before work begins. For further details, see “-Description of Our Business and
Operations – Brand and Intellectual Property” on page 250.

Scale and technological capabilities have helped us achieve our profitability

We believe we are uniquely positioned to grow market share in the online home and beauty services industry
by addressing key challenges faced by both consumers and service professionals. Since our inception in
November 2014 until June 2025, the service professionals have completed over 97.45 million service orders in
India using our platform, creating a strong foundation for growth. Our scalable platform and technology stack
enables us to enter new cities and service categories with ease. For further details in relation to our unified
technology stack, see “-Our Competitive Strengths – Robust technology platform powering service fulfilment,
consumer growth and service professional empowerment” on page 228. We have observed a consistent
increase in the number of annual transacting consumers on our platform, along with a corresponding rise in
their spending on our platform in the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and

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2023. The following table sets forth the increase in annual transacting consumers as well as average spending
in the India consumer services segment for the period indicated below:

Unit Three months ended Fiscal

June 30,
2025 2024 2025 2024 2023
India consumer services segment
Annual transacting consumers (1) in million 6.78 5.86 6.54 5.59 4.76
Services spend per annual in ₹ 2,274 2,263 4,079 3,959 3,786
transacting consumer in the period/
year (2) (3)
Notes:
(1) Annual transacting consumers represents the total number of unique consumers who have availed at least one service or more in the trailing
12 month period prior to the end of the reporting period.
(2) Services spend per annual transacting consumer in the period/ year represents the NTV from services for the reporting year divided by
annual transacting consumers. NTV from services represents the monetary value paid by consumers towards services availed on our
platform (gross of taxes, net of discounts, across the Urban Company consumer application, mobile website, net of cancellations). It does
not separately include revenue from sale of products sold by us to service professionals as the amount charged to the consumer includes
the cost of products to be used during service delivery. Further, it does not include tips given to service professionals by consumers.
(3) Services spend per annual transacting consumer for the three month period is computed as consumer services spends for the three month
period divided by the annual transacting users who availed at least one service or more in the relevant period.

Our platform growth has driven operational leverage and cost efficiencies, resulting in an improvement in our
profitability during Fiscal 2025 compared to Fiscal 2023. The core service offerings on our platform, i.e., home
and beauty services, continue to grow, thereby providing us with the capacity to invest in the expansion of
newer categories. The following charts showcase our recent track record of improvement in our profitability
from Fiscal 2023 to Fiscal 2025 for our India consumer services:

Adjusted EBITDA bridge for our Indian consumer services for Fiscal 2025 and Fiscal 2023:

Notes:
(1) The numbers in the graph above are scaled in relation to the amount that the consumer pays, which is the same as NTV and represents
the monetary value paid by consumers towards services availed on our platform (gross of taxes, net of discounts, across the Urban
Company consumer application, mobile website, net of cancellations). It does not separately include revenue from sale of products
sold by us to service professionals as the amount charged to the consumer includes the cost of products to be used during service
delivery. Further, it does not include tips given to service professionals by consumers and the amount charged by us directly to the
end consumer e.g. consumer subscription charges.
(2) Revenue from services and products represents the revenue from India consumer services segment. This segment includes revenue
earned from the end consumer, i.e., consumer subscription charges.
(3) Contribution margin represents the revenue from operations less (i) cost of services where the Company is the service provider, (ii)
cost of goods sold, (iii) certain other direct costs namely, payment gateway charges, communication costs and minimum guarantee
payouts, (iv) support costs and refunds, (v) logistics costs, and (vi) cloud hosting costs, as a percentage of NTV.
(4) Adjusted EBITDA represents the contribution profit less advertisement expenses, sales promotion expenses, employee costs (excluding
share based payment expense), inventory loss on account of fire, listing expenses and other expenses (to the extent not deducted while
computing contribution profit). It can also be measured as India consumer services segment results, adding listing expenses and
inventory loss on account of fire, and less payment of lease liabilities.

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The positive impact of growth and our efficiency initiatives on margins is evidenced by the fact that the adjusted
EBITDA margin for our India consumer services (as a percentage of NTV) has increased to 3.30% of NTV in
Fiscal 2025 from (9.72)% of NTV in Fiscal 2023, and the adjusted EBITDA for our India consumer services
(as a percentage of NTV) has remained stable at 4.01% for the three months ended June 30, 2025 and three
months ended June 30, 2024.

Promoter led company with a professional management team and an experienced board

Our three promoters, namely Abhiraj Singh Bhal, Varun Khaitan, and Raghav Chandra, each have over 10 years
of experience in the home services and technology industries. They lead the day-to-day operations of our
Company and serve as Executive Directors on our Board. We have an experienced management team, including
senior personnel with extensive industry and functional expertise. Our management team has demonstrated its
ability to develop and execute focused strategies to grow our business, enabling us to strengthen our market
position. Our non-executive and independent directors, with experience of serving on the boards of public
companies in India and globally, bring decades of experience in business strategy, governance, tax and
investment across various sectors. For further details, see “Our Management” on page 280.

OUR GROWTH STRATEGIES

Grow our consumer base

Increase consumer base in existing markets

As on June 30, 2025, 14.59 million consumers across India and our international markets have transacted on
our marketplace at least once since the date of incorporation. Out of these consumers, 6.81 million consumers,
i.e., 46.67% of total consumers, have been onboarded between July 1, 2022 and June 30, 2025. The following
table sets forth our footprint in cities and service micro-markets in India as at the dates indicated below:
Unit As at June 30, As at March 31,
2025 2024 2025 2024 2023
Number of service micro-markets covered by us in number 10,578 10,896 11,142 10,900 8,931
in the cities we are located in India

We have expanded the geographical coverage of hyperlocal, high density hubs for our handyman category and
subsumed regular hubs, and as a result, the total micro market count declined between March 31, 2025 and June
30, 2025.

As per Redseer Report, our annual household penetration in top 200 cities is 7.8% in Fiscal 2025, which
represents a long term growth opportunity. We will focus on deepening penetration in existing markets by
improving our consumer experience, launching more offerings in existing micro markets, and investing in our
brand marketing. Further, as on June 30, 2025, we have established a presence in 47 cities in India with a limited
assortment of service categories. We intend to expand our assortment of service categories in the existing cities
where we have a presence.

In addition, in the UAE, we offer on-demand cleaning as well as a cleaning subscription service. Under the
subscription service, the service professionals visit the consumer’s house multiple times per week, which helps
the consumers take care of their entire home cleaning needs. We intend to expand the assortment of service
categories on our platform in the existing cities where we have a presence. We also view KSA as a key market
for future growth due to its overall market potential. According to the Redseer Report, KSA is expected to grow
at a CAGR of 10-11% between calendar years 2024 and 2029. For further details, see “Industry Overview –
Section 5: Global Expansion for Home Services – Economies like KSA, UAE, and Singapore offer lucrative
opportunities for home service providers, driven by migration trends, high disposable incomes, and demand
for standardized services” on page 211.

Geographical expansion to new markets

We intend to further expand our presence in India beyond the cities that we currently operate in. We are
currently focused on top 200 cities in India, which represent the minimum demand density for our business to
operate efficiently. This will enable us to offer services on our platform to a larger audience and drive growth
in new markets. As per the Redseer Report, in Fiscal 2025, approximately 38% of our Serviceable Addressable
Market (as defined in the “Industry Overview” section) exists in the top 8 cities in India and the remaining 62%
of our Serviceable Addressable Market exists in the following 192 cities in India. For further details, see
“Industry Overview – Section 7: Urban Company’s currently serviceable market and competitive positioning
– B. Urban Company is an online full stack home services solutions provider in India” on page 216. We
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intend to expand our geographic footprint by entering the cities where consumer migration increases and the
home services market reaches its threshold density.

Improving retention of existing consumer base and increasing consumer spend

We seek to improve retention of our existing consumer base by enhancing our consumer experience, unlocking
more value for consumers and service professionals, and increasing the consumer spend on our platform.

Improving consumer retention

We will continue to focus on improving the consumer experience through upskilling the service professionals
and improving the quality of service delivery and endeavor for consumers to experience a branded service
experience. We will continue to invest in training infrastructure and technology to strengthen adherence to SOPs
during service delivery. We also intend to enhance consumer experience by leveraging our network effects. As
the micro-market scale and density increases, we intend to break large micro-markets to smaller micro-markets
to reduce the travel time of service professionals and increase their time utilization and earnings. This will
enable us to reduce prices for our consumers, improve their experience and improve consumer retention.

Increasing consumer spend on our platform

We will continue to invest in the enhancement of our consumer targeting mechanisms, optimization of our
cross-selling engine, personalization of app home screen, properties in the app to promote new offerings and
also build more targeted incentive mechanisms to accelerate consumer trials in new categories. We also intend
to expand the assortment of services on our platform by disaggregating our large service categories to granular
service categories. For instance, we have split the kitchen cleaning services into several sub-categories such as
full kitchen, chimney, appliances, cabinets and tiles as well as add on services such as sink, kitchen windows,
exhaust fan and ceiling fan. We expect the disaggregation to improve affordability and encourage trials by
consumers. We will continue to explore inorganic opportunities to expand our assortment of services.

Launch new product and service offerings

We periodically evaluate new opportunities within large, underserved, addressable markets where we believe
we can effectively address consumer challenges. Additionally, we are committed to innovating our existing
service categories and introducing new sub-categories to enhance the service offerings on our platform. We
have recently launched water purifiers and electronic door locks under our Native brand.

We launched InstaHelp in January 2025 as a new service category and have also expanded the offerings under
home services to include small home painting projects and wall panel services for home décor. Similarly, we
have expanded offerings under the cleaning super category to cleaning subscription services with a specified
pre-booked frequency.

InstaHelp

In January 2025, we launched InstaHelp as a new service category, which is designed to address the daily
cleaning and housekeeping needs of households, especially during periods when regular domestic help is
unavailable. Service professionals can become available as quickly as 15 minutes from the time of the
consumer’s booking on our platform, subject to the availability of the service professionals. The service
professionals for InstaHelp can render a range of services, including cleaning, mopping, laundry, and basic meal
preparation.

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According to the Redseer Report, ad hoc needs such as mopping or quick cleaning are gaining traction,
especially in urban markets, driven by a growing demand for convenience and rapid service outside the
traditional domestic help setup. For further details, see “Industry Overview – Section 3: Overview of the Home
Services Market in India – A. Home Service Market in India comprises multiple categories, together valued
at ₹5,100-5,210 billion (approximately US$ 60 billion) in FY 2025 – 2. Home Repair and Maintenance” on
page 199.

InstaHelp targets the largely unorganized and underserved broader household help market. We believe that we
are well-positioned to scale up and lead this service category by leveraging our existing strengths in our brand,
technology, training and operations to deliver a quality driven consumer experience. In addition, we believe
InstaHelp will help expand the consumer reach of our app and deepen existing consumers’ engagement with
our app.

As of June 30, 2025, InstaHelp is live in micro-markets across Mumbai, Delhi NCR, Hyderabad, and Bangalore.
We plan to continue to expand our geographic footprint to cover all high-density residential clusters in these
cities. We will also invest in training and onboarding of service professionals at scale to build a supply pipeline
for InstaHelp across major cities in the near future, which is expected to incur substantial investments and may
negatively impact our profitability and results of operations, see “Risk Factors – We have incurred net losses
and negative operating cash flows in the past. If we are unable to generate adequate revenue growth and
increase cost-efficiency, we may not be able to generate positive operating cash flows and maintain
profitability in the future, and our viability as an operating business will be adversely affected” on page 33
for further details.

Small home painting projects and wall panel services for home décor

We have introduced several small home project offerings to enable convenient, quality driven and affordable
painting services which offer consumers the flexibility to opt for small service jobs such as painting of one wall,
one room and waterproofing.

We intend to add more SSUs, which we believe will enable consumers to upgrade spaces of their home such as
living rooms and drawing rooms by booking services on the Urban Company consumer application. According
to the Redseer Report, the serviceable addressable market for painting and home decor in the top 200 Indian
cities was valued at approximately US$6 billion for Fiscal 2025. According to the Redseer Report, this market
is projected to grow at an annual rate of approximately 13% between Fiscal 2025 and Fiscal 2029, with a
relatively small number of organized participants currently operating within this market. For further details, see
“Industry Overview – Section 7: Urban Company’s currently serviceable market and competitive positioning
– A. Urban Company’s SAM for home services in India’s top 200 cities is worth ₹1,770-1,850 billion

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(approximately US$ 21 billion) as of FY 2025, primarily driven by middle and high-income consumers” on
page 215.

We also introduced wall panel services for home decor in Fiscal 2024. We believe that wall panel services are
a nascent category with potential to expand to other home segments such as TV walls, home entrance designs
and balcony redesigns. We have expanded the wall panels offering with lighting and wood work under the
“Revamp” brand. As per the Redseer Report, wall panel installations are a small but growing alternative to
regular home painting as they are easy to install and maintain and are reasonably priced. For further details, see
“Industry Overview – Section 3: Overview of the Home Services Market in India – A. Home Service Market
in India comprises multiple categories, together valued at ₹5,100-5,210 billion (approximately US$ 60
billion) in FY 2025 – 2. Home Repair and Maintenance” on page 199.

Subscription services

We have introduced a pilot for a subscription based bathroom cleaning service in specific micro markets with
high density of cleaning demand, thereby offering consumers a personalized cleaning package specifying the
number of bathrooms to be cleaned at a weekly or bi-weekly frequency. When demand and supply is matched
at the micro market level, pricing is expected to be lower than the price of on-demand bathroom cleaning with
the same quality of service with higher utilization of service professionals, given lesser travel time, higher job
predictability, advance scheduling and reduced effort due to regular cleaning. This is our first regular high
frequency use case, and we intend to introduce more innovative solutions to meet the needs of our consumers.

Native water purifiers and electronic door locks

According to the Redseer Report, the penetration of water purifiers in India was less than 10% in Fiscal 2025.
According to the Redseer Report, with increasing concerns over water contamination and the cost of
maintenance, there will be higher demand for a high-quality reverse osmosis (“RO”) water purifier with a lower
lifetime cost of ownership, which is also easy to install and maintain, and is reasonably priced. For further
details, see “Industry Overview – Section 4: Synergy in Home Services and Appliances – Rising demand for
home care products such as water purifiers and electronic door locks presents additional market
opportunities” on page 209.

According to the Redseer Report, the electronic door lock category is an emerging category driven by consumer
preference for convenience and safety by replacing traditional key with digital access methods like fingerprint,
passcode and remote unlock, and this category is expected to grow rapidly at 37-40% per annum from Fiscal
2025 to become a US$ 210 million market by Fiscal 2030. Accordingly, we have leveraged our innovation
capabilities to develop and launch new products under our Native brand, namely, water purifiers and electronic
door locks. Our Board has approved in August 2025 the setting-up of a manufacturing or assembly facility for
‘Native’ products and the related capital expenditure.

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 Our Native water purifier

Invest in our technology stack to improve consumer experience, enhance service professional efficiency
and drive cost savings

We will continue to invest in technology to foster consumer preference, enhance service professional efficiency,
and reduce operational costs. We plan to leverage AI for improved service alignment and to improve the quality
of post-service consumer support. We also intend to utilize AI for advanced image recognition, facilitate proof
of work verification, and assist service professionals with workflow navigation within our Urban Company
service professionals’ app. We will also aim to leverage AI to enable visualization for wall décor services,
preliminary diagnosis for appliance repairs and assistance in consumer bookings.

To support these technological advancements, we intend to recruit industry talent to bolster our growth
initiatives, streamline the onboarding process of service professionals, and enhance monitoring of service
quality. Furthermore, we intend to invest in expanding our cloud architecture to support our growth plans. For
further details, see “Objects of the Offer” on page 158.

Quicker fulfilment of services

We are committed to enabling real time availability of the service professionals, wherever feasible. We intend
to achieve this by designing smaller micro markets thereby reducing travel time for service professionals and
by using historical data to determine the appropriate number of service professionals in the micro-market to
cater to real time demand. Further, we are focused on developing new service offerings in categories where
faster fulfilment will drive greater consumer preference and adoption. According to the Redseer Report, notably,
there has been a post-COVID shift in consumer behavior favoring quicker fulfilment, leading to increased
adoption of such services across various platforms. For further details, see “Industry Overview – Section 3:
Overview of the Home Services Market in India – B. Online full stack service providers have a large growth
headroom in India’s home services market and are projected to grow at 18-22% CAGR between FY 2025
and FY 2030” on page 202.

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DESCRIPTION OF OUR BUSINESS AND OPERATIONS

Service and product offerings

Our core offering is a technology-driven, full-stack online services marketplace in India, which allows
consumers to book a variety of home and beauty services and solutions delivered through a team of independent
service professionals.

We have three business segments – (a) India consumer services; (b) Native; and (c) International business.

India consumer services

We have structured our service categories into several SSUs, and each with its defined service parameters,
standard operating procedures, price and in several cases, prescribed products for use during service delivery.
Consumers have the ability to use one platform across multiple categories of services as compared to dealing
with multiple offline providers. Services offered on our platform have transparent and standardized pricing at
different price ranges. Further, for certain services such as repairs where the scope of the job is determined post
inspection, we publish a rate card for procuring spare parts upfront and enable invoicing by the service
professional using these rate cards. We also offer a platform protection program, which safeguards consumers
against any damage incurred during the delivery of services. Further, another program allows consumers to
avail free remedial services during the warranty period.

We offer the following key category of services on our platform:

Home services

Our home services vertical encompasses a variety of offerings, including:

Cleaning and pest control:

The service professionals offer comprehensive cleaning services for areas such as bathrooms, kitchens, sofas,
carpets and full home on our platform. Additionally, the service offerings include a range of pest control services
tailored for residential properties. The usage of full home cleaning services typically increases during festival
periods. The cleaning and pest control services category is among the fastest growing category on our platform
in three months ended June 30, 2025 and Fiscal 2025. The pest control services are delivered by our subsidiary,
Handy Home Solutions Private Limited, through independent contractors.

Appliance Servicing and Repair:

The appliance servicing and repair category primarily comprises offerings for installation, uninstallation,
servicing and repair of various categories of appliances such as ACs, air coolers, air purifier, inverter, water
purifiers, washing machines, refrigerators, microwaves, mixer and grinder, geysers, televisions, laptops and
chimneys. According to the Redseer Report, the service professionals utilizing our platform use technology for
diagnosis and standardized rate cards for parts and spares, as compared to local technicians who rely on past
experience for diagnostics and do not offer standardized spare part pricing. For further details, see “Industry

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Overview – Section 3: Overview of the Home Services Market in India – C. Online full stack platforms
addressing structural challenges in home services could reach ₹105-110 billion by FY 2030, projected to
grow at 18-22% CAGR between FY 2025 and FY 2030” on page 204. This helps us minimize instances of
fleecing and enable use of authentic products, thereby providing reliability and long-term value to the
consumers. We have implemented a number of additional measures with the aim of fostering confidence in our
consumers and improving service quality. These include initiatives such as:

• on-site video audits, wherein we can use the Urban Company service professionals app to evaluate the
quality of service delivery on a real-time basis; and

• comprehensive warranties – after booking any offering other than a basic installation job, each consumer
is entitled to a 10 day, 30 day, 90 day or 180 day after sales ‘no questions asked’ warranty, depending on
the type of service availed.

Electrical, Plumbing, and Carpentry (“EPC”):

The EPC offerings include a wide array of EPC and furniture assembly services such as fan installation,
television and home theatre installation, CCTV and home security installation, door lock installation and
mirrors, blinds and hanger installation. The prices for EPC services are largely standardized with offerings for
basic repairs starting from ₹99. We have also entered into arrangements with leading online and offline brands
to provide installation services.

Painting and Wall Decor:

The painting and wall décor service offerings include a variety of painting services such as full and partial home
painting, waterproofing, textured walls, and wall panel services. Once the service is booked, the consumer can
avail a professional consultation before delivery of the services on the platform. Each consumer is entitled to a
one year warranty on all painting and wall panel services and a ‘pay after satisfaction’ guarantee.

InstaHelp:

The InstaHelp offering was launched in January 2025. It is designed to meet the daily cleaning and
housekeeping needs of households, particularly during periods when regular domestic help is unavailable.
Service professionals can become available as quickly as 15 minutes from the time of the consumer’s booking
on our platform, subject to the availability of the service professionals. Service professionals for InstaHelp can
render a range of services, including cleaning, mopping, laundry, and basic meal preparation.

As of June 30, 2025, InstaHelp is live in micro-markets across Mumbai, Delhi NCR, Hyderabad, and Bangalore
and we aim to expand our geographic footprint to cover all high-density residential clusters in these cities.

Beauty services

According to the Redseer Report, we were among the first in India to introduce professional beauty services at
home, eliminating the rental and capital costs associated with physical salons, enhancing earning potential for
service professionals and offering greater value to consumers. For further details, see “Industry Overview –
Section 7: Urban Company’s currently serviceable market and competitive positioning – B. Urban Company
is an online full stack home services solutions provider in India” on page 216. The beauty services encompass
a variety of offerings, including:

Women’s skincare and hair grooming

The skincare and hair grooming service offerings primarily comprise waxing (including roll-on waxing),
manicure, pedicure, makeup, cleanup, haircare and facial services. Those offerings are broadly categorized into
luxe services, prime services, and classic services, based on the average order value. The average order value
represents the aggregation of the price for multiple services availed in a single service delivery. The service
professionals utilize branded products in disposable single-use sachets, thereby replicating a salon-like
experience at home. We have entered into arrangements with distributors of brands such as O3+ and Sara, to
supply these products to the service professionals. Our consumers also have the ability to re-book their preferred
service professionals through the Urban Company consumer application, depending on the availability of the
service professional.

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Men’s grooming

The men’s grooming service offerings primarily comprise haircuts, beard trimming and styling and facials.
Those offerings are broadly split between royale services and prime services, based on the average order value.

Massage therapy

The massage therapy offerings include ayurvedic, sports and deep tissue massages. The service professionals
carry portable massage beds, curated oils and other necessary supplies to create a luxurious spa experience at
home. The massage therapy category ranks among the highest rated service on our platform. We also offer
bundles at discounted rates on our platform. The massage therapy is broadly split between royale services and
prime services, based on the average order value.

Products sold to service professionals

In certain categories such as beauty, spa and cleaning, we specify the products and tools to be used in each
service. The service professionals have the option to purchase our wide range of product offerings through our
platform for use during service delivery. This approach helps service professionals to deliver standardized,
quality driven service to the end consumer across different cities. The service professionals can conveniently
order these products through the Urban Company service professionals app, with doorstep product delivery.
The product portfolio includes both third-party products sourced from OEMs and authorized distributors,
alongside an expanding selection of our own brand of products and brands for which we have entered into
exclusive arrangements. Our products offerings are categorized into two types:

• Tools – We offer a range of tools such as massage beds for spa, foam jet pressure pump for servicing AC,
pedicure tubs in beauty services and buffing machines for cleaning to the service professionals. These tools
are standardized for each service category and procured by the service professional at the time of on-
boarding, and on a need basis thereafter.

• Consumables – We offer a range of standardized and quality consumables to the service professionals
including facial kits, waxing cartridges, ‘Native’ RO filters and cleaning chemicals. For several products,
we work closely with OEMs to create a single-use service pack that contains the exact quantities of different
items required for delivering the service. This helps avoid cross-service contamination.

We have also created a portfolio of our own brands and brands for which we have entered into exclusive
arrangements. We procure products from certain brands, some of which are exclusively manufactured for us
such as ‘Go Tile’ for home cleaning and Azi-Clean. We have also entered into arrangements with third party
contract manufacturers to develop products under our own ‘Native’ brand, and ‘Elysian’ and ‘Crave’ brands.
In three months ended June 30, 2025, sale of products under our own brands and brands for which we have
entered into exclusive arrangements aggregated to ₹228.94 million and contributed towards 46.34% of our
product sale to service professionals. Many products are manufactured by third party contract manufacturers,
who manufacture quality products and deliver them on a timely basis and at acceptable prices. Our products are
stored in the warehouses across India, see “– Properties” for further details. We fulfil orders by utilizing a
network of third-party delivery service providers. Many services require a predefined set of products and service
professionals are required to verify product authenticity by scanning the physical barcode on the product using
our Urban Company service professional app during delivery of service.

Our supply chain network, along with our custom-built technology platform, allows us to implement an auto-
replenishment ordering model across many product categories, thereby facilitating better inventory planning.
This model is supported by demand-based inventory management and product assortment. In three months
ended June 30, 2025 and in Fiscal 2025, approximately 65.84% and 62.62% of active service professionals (i.e.,
a service professional who has completed the onboarding process and completed at least one order in the
previous month) across all super categories purchased our products, respectively. This adoption rate underscores
the growing integration and reliance on our products for service professionals.

Native

In Fiscals 2023 and 2024, we expanded into home solutions by introducing products such as water purifiers and
electronic door locks with attractive designs under the ‘Native’ brand under the single brand retail trade route
as per the Indian foreign direct investment laws. We have selected these product categories based on our core
strengths in appliance installation and servicing, a deep understanding of consumer needs, and our ability to
innovate for meaningful differentiation.

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 Our Native water purifier and Native electronic door lock

The water purifier is available in two categories, i.e., M1 and M2. The M2 water purifiers have preset dispensing
modes. The Native M2 water purifier is fully integrated into the Urban Company consumer application,
providing real-time updates on water quality, consumption, and filter health. The water purifiers are equipped
with filters that are capable of providing 12,000 litres of pure water, equivalent to a two year lifespan, which
reduces the need for servicing every 6-12 months. The water purifier utilizes a multi-micron filter to effectively
capture dirt particles of varying sizes and incorporate a triple-layer membrane to enhance surface area, thereby
prolonging the water purifier’s life. Additionally, we have integrated auto-flush technology, which employs a
high flow of water to remove contaminants from the filter surface. We provide a comprehensive ‘no-questions
asked’ warranty for two years, covering all parts of the water purifier in accordance with our warranty terms.

According to the Redseer Report, our ‘Native’ RO water purifiers had the lowest total cost of ownership in
Fiscal 2025, factoring in both initial purchase price at maximum retail price and lifetime servicing costs,
compared to all leading branded RO water purifier products with 8 litre tank capacity in India (assuming life of
water purifiers to be five years). According to the Redseer Report, post-sale servicing capability is a critical
factor for consumers when choosing a water purification device. For further details, see “Industry Overview –
Section 4: Synergy in Home Services and Appliances – Rising demand for home care products such as water
purifiers and electronic door locks presents additional market opportunities” on page 209. We believe our
track record in facilitating appliance servicing and repair on our platform, particularly in the water filter
category, enhances the consumer’s confidence in our Native water purifiers.

We believe referral based incentives for selling our Native devices, installation led earnings from installing the
Native devices and servicing led earnings from servicing installed Native water purifier base will help enhance
the earning potential of service professionals in the appliance servicing and repair category.

Additionally, we have launched Native electronic door locks in Fiscal 2024. These electronic door locks are
equipped with an in-built camera that integrates with the consumer’s doorbell. This feature allows seamless
management of visitor entry. The electronic door locks are also fully integrated into the Urban Company
consumer application, offering real-time remote unlocking capabilities.

The RO water purifiers are manufactured by a third party contract manufacturer in India, based on specifications
provided by us. We depend on the contract manufacturer to produce products of acceptable quality and to deliver
those products to us on a timely basis and at acceptable prices in line with the quantity projections which are
communicated to them by us. The electronic door locks are manufactured by a third party contract manufacturer
in China based on specifications provided by us. We have also filed a joint patent for an integrated wireless

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communication system for our electronic door locks and our subsidiary, Urban Home Experts, has applied for
five patents for various innovations under our Native ROs. The RO water purifiers and electronic door locks
are sold through e-commerce platforms, modern trade channels and our Urban Company consumer application.
We have entered into contracts with various third party logistic providers to manage our inventory across our
warehouses and delivery to channel partners or consumers. Our Board has approved in August 2025 the setting-
up of a manufacturing or assembly facility for ‘Native’ products and the related capital expenditure.

We believe that the M2 model of our water purifier and electronic door locks drive post-installation consumer
engagement. Through the Urban Company consumer application, consumers of our M2 water purifiers can
track the quality of water being dispensed and the residual filter life, and consumers of our electronic door locks
can track and manage visitor entry remotely. We believe that these Native products drive a higher level of
consumer engagement on the Urban Company consumer application, which can in turn benefit other categories
over time.

Our international business

In addition to India, we have operations in UAE, Singapore and KSA. Our revenue from international business
was ₹358.94 million, contributing towards 9.77% of our revenue from operations in three months ended June
30, 2025. The following table sets forth the details of the international business for the periods indicated:

Metrics Unit Three months ended Fiscal

June 30,
2025 2024 2025 2024 2023
Revenue from operations in ₹ million 358.94 315.70 1,470.49 897.31 627.52

Adjusted EBITDA(1) in ₹ million (26.72) (162.16) (368.19) (832.16) (1,209.25)

(1) Adjusted EBITDA is defined as restated profit/ (loss) before tax less other income, plus finance costs, depreciation and amortisation
expense, share based payment expense, inventory loss on account of fire, listing expenses and share of net loss of joint venture
accounted for using equity method, and less payment of lease liabilities. For further details, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures – Restated profit/(loss) to Adjusted
EBITDA” on page 249.

In July 2025, we have entered into a tie-up with Noon (one of the largest e-commerce players in the Middle
East) to improve awareness and discovery of our platform in the UAE (operated through our subsidiary) and
KSA (operated through our joint venture) by relevant consumers transacting on the Noon consumer application.

Set forth below are details of our operations in the international markets:

UAE

We launched our platform services in UAE in Fiscal 2019 and provide services in Dubai, Abu Dhabi and
Sharjah, as at June 30, 2025. Our platform features a diverse range of services such as cleaning, beauty services
for women, men’s grooming, spa, electrical work, plumbing, handyman services, painting and AC repair.
Service professionals on our platform have completed 2.55 million service orders between Fiscal 2023 and three
months ended June 30, 2025. As per the Redseer Report, the home services industry in UAE is similar to the
home services industry in India – there is a large Indian diaspora, a “do it for me” approach to home services
and access to a large pool of service professionals seeking better earning opportunities. According to the
Redseer Report, UAE has an affluent population with an increasing appetite for quality driven services delivered
at home. For further details, see “Industry Overview – Section 5: Global Expansion for Home Services –
Economies like KSA, UAE, and Singapore offer lucrative opportunities for home service providers, driven
by migration trends, high disposable incomes, and demand for standardized services” on page 211. We engage
with aggregators in UAE who employ the service professionals on their payrolls and also facilitate the
onboarding of service professionals on our platform. These aggregators are also responsible for managing visa
processing and transportation arrangements based on the specific needs of each service professional.

Singapore

We launched our platform services in Singapore in Fiscal 2021. We faced initial challenges due to the
lockdowns during the COVID-19 pandemic. We have since expanded the service offerings offered on our
platform to include a variety of home services such as cleaning, manicures and pedicures for women, AC
servicing and repair, spa treatments for women, and pet grooming. We have fulfilled 0.74 million service orders
between Fiscal 2023 and three months ended June 30, 2025. Similar to the UAE market, we mainly engage with

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aggregators in Singapore who provide the services on the platform, through service professionals on their
employment rolls. In certain instances, we also engage locals as service professionals directly on our platform.

KSA

We launched our services in Fiscal 2022, but soon recognized that we needed to partner with another company
that had local expertise to fully capitalize on the opportunity. Accordingly, we established a joint venture with
SMASCO, a publicly listed manpower management company in KSA, in October 2024, and fully transitioned
our KSA operations to the joint venture effective from January 1, 2025. Through the joint venture, we provide
services such as cleaning homes, AC servicing, spa and beauty services. We will continue providing strategic
guidance and technological support to the joint venture. According to the Redseer Report, the home services
industry in KSA is similar to the home services industry in UAE – a “do it for me” approach to home services
and access to a large pool of service professionals seeking better earning opportunities. For further details, see
“Industry Overview – Section 5: Global Expansion for Home Services” on page 211.

Focus on Enablement of Service Professionals

The service professionals are typically individual gig workers working in one service category. They operate
on the platform as independent contractors, typically servicing consumers in their assigned micro market.
Service professionals make a professional transition when they join us, typically going from being an employee
of a small business to becoming a service entrepreneur on our platform. We operate a full-stack model to help
them succeed:

Technology platform

Our Urban Company service professionals application provides the service professionals simple, easy to use
tools to run their business. The workflows used by service professionals are embedded on the Urban Company
service professionals application and they are able to set their own schedule, accept and deliver consumer
bookings, purchase products, opt for automatic inventory replenishment, collect online payments, provide proof
of work during service delivery and manage their finances and their performance on the Urban Company service
professionals application.

Further, the Urban Company service professionals application provides a step-by-step guide during service
delivery to support service professionals in many service categories. For instance, a service professional
delivering bathroom cleaning services is guided through a comprehensive checklist, with photo based proof
captured at critical steps.

In certain service categories, such as full-home cleaning and painting, the service professionals may hire
additional personnel to assist them. We have conducted background checks through third party agencies for
these additional personnel – 82.25% and 80.90% of all additional personnel associated with active monthly

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service professionals during the three months ended June 30, 2025 and Fiscal 2025, respectively, were covered
through these background checks.

Training and certification

We believe that training and certification is our core capability and differentiates service professionals trained
by us and operating on the platform from other service providers. We spent approximately 1.23 million hours
on training and upskilling the service professionals in three months ended June 30, 2025.

To encourage service professionals to provide quality service at scale and continue to offer services on our
platform, we have designed robust training and upskilling initiatives. The following table sets forth the details
of our training classrooms for our India consumer services for the periods indicated:

Unit Three months ended June Fiscal

30,
2025 2024 2025 2024 2023
Number of training classrooms in number 247 201 226 201 224

Our service training program primarily covers the following four aspects:

• New service professional training: Our new service professional training program encompasses both
technical skills and soft skills, delivered in our training classrooms across India. Upon completion of the
classroom-based training, new service professionals in specific categories are paired with senior mentors
who provide coaching and shadowing opportunities during actual service calls. Our training infrastructure
is supported by a technology-enabled trainer and training management system, which streamlines daily
training operations and optimizes the use of space and trainer capacity. We also recruit service professionals
with very limited experience and train them to become skilled service professionals through structured
training and certification programs. The service professionals that complete our training programs are
certified by the National Skill Development Corporation.

• New product launch training: Our new product launch training program provides intensive training at our
training classrooms whenever we introduce new tools such as foam jet pump for AC servicing and ‘Co-
Pilot’ diagnostic tool for appliance repair.

• Customized re-training: Pursuant to our customized re-training program, service professionals whose
consumer ratings or quality metrics fall below established thresholds receive personalized re-training and
feedback. This program addresses skill gaps and provides targeted instructions through both digital and
offline support mechanisms, aimed at enhancing service quality. The re-training process involves a
combination of in-app notifications prompting improvement or re-training in response to poor consumer
feedback, access to digitized learning materials, and direct re-training sessions at our training classrooms.

• Upskill training: As service professionals gain experience on our platform, they become eligible for
advanced training programs. This enables them to deliver more complex service offerings and enhance
their earning potential. For instance, a salon prime service professional can upskill to become a salon luxe
service professional.

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 A cleaning training in progress

Products, consumables and tools

Service professionals have the option to purchase our wide range of quality product offerings that they may use
in connection with the services delivered through our platform. For further details, see “-Description of Our
Business and Operations – Service and product offerings - Products sold to service professionals” on page
241.

Financing and insurance

We have implemented several initiatives for the wellbeing of the service professionals, including providing
insurance cover such as life insurance cover and disability cover and providing access to formal credit through
third party NBFCs. For further details, see “Environment, Social and Governance (“ESG”) initiatives” on
page 249.

Better earnings and access to our brand

We allocate bookings to the service professionals based on their location and availability, thereby providing
them with access to a larger consumer base and enhancing their earning potential. Further, for certain categories
of service professionals, if the service professionals providing specified services are unable to earn a specified
amount in a month on account of not getting sufficient jobs on our platform, we provide a reimbursement
equivalent to the difference between the actual earnings and the specified amount. The following table sets forth
the average time taken for us to settle payments with the service professionals after order completion for the
periods/ years indicated.

Unit Three months ended June 30, Fiscal

2025 2024 2025 2024 2023
Average time to settle payment in days 1.95 1.85 2.20 2.01 2.34
with the service professionals
after order completion
Note:
(1) Average time to settle payment with the service professionals after order completion is calculated based on the average time between
the job end date and the payment credit date to the service professional’s bank account.

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Over the years, the tenured and experienced service professionals have significantly contributed to the NTV for
our India business, as illustrated in the graph below:

Increasing share of Net transaction value contributed by repeat service professionals

We believe that joining our platform is a transformative experience for our service professionals on account of
the following benefits:

• There is an opportunity for service professionals to progress across category tiers such as Gold, Silver and
Bronze, improve their earnings and grow on the platform, thereby incentivizing the service professional to
utilize our platform for a longer duration. For further details, see “- Our Competitive Strengths – Improved
quality of service professionals through in-house training and access to tools and consumables” on page
226.

• By running their own business, wearing an Urban Company t-shirt or tunic and being part of a large national
platform, we believe the service professionals get more recognition than before from consumers, family
members and community alike. To help build a strong sense of community among the service professionals
we provide the service professionals a social engagement platform ‘UC Cult’. The service professionals
actively share interesting content and life updates on the social engagement platform which helps build a
sense of community. In the three months ended June 30, 2025 and Fiscal 2025, 43.93% and 45.58% of
active service professionals viewed Cult on their app and approximately 5.22% and 11.06% of the active
service professionals posted content, on a weekly basis, respectively.

• We also regularly organize ‘Milaap’ events across cities where we invite service professionals with their
families to celebrate achievements in person.

Consumer retention

The following chart reflects our consumer retention basis NTV for our business (excluding Native products),
across cohorts as they age, based on calendar year:

Basis NTV
Calendar year 2017 2018 2019 2020 2021 2022 2023 2024
2017 1.00 0.97 1.18 0.88 1.23 1.57 1.68 1.81
2018 1.00 1.00 0.69 0.93 1.15 1.23 1.32
2019 1.00 0.60 0.73 0.85 0.91 0.98
2020 1.00 0.84 0.83 0.83 0.89
2021 1.00 0.77 0.70 0.73
2022 1.00 0.73 0.70
2023 1.00 0.75
2024 1.00

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Note:
(1) The data for calendar year 2025 is not available.

As depicted from the chart above, our retained consumers in the calendar year 2017 cohort have collectively
increased the NTV spend to 1.81 times by calendar year 2024.

Technology infrastructure

We are a technology-driven company, with technology deeply embedded in every workflow on our platform,
across both demand and supply side of our platform. Supported by our team of over 240 engineers, product
managers, designers and data scientists as at June 30, 2025, we have developed a technology platform that uses
proprietary machine learning algorithms and leverages our dataset on user preferences and behavior to further
personalize our consumer experience, efficiently match consumer demand with service supply and improve
user experience on our platform. For further details, see “-Our Competitive Strengths – Robust technology
platform powering service fulfilment, consumer growth and service professional empowerment” on page
228. As we incorporate third-party-developed software, systems and technologies, and purchase or commission
hardware from third-party suppliers, we incorporate redundancy into critical components of our technology
infrastructure to reduce the risk of service outage. For example, we ensure that our applications are deployed in
two availability zones on a third party cloud infrastructure and we typically engage three vendors for payment
gateway and payment processing.

Data Privacy and Security

Our platform incorporates multiple layers of protection for business continuity and system redundancy purposes
with an emphasis on data privacy and cybersecurity of stakeholder data. Further, our information security policy
sets forth a framework for protection against data security threats, ensuring integrity and accuracy of data
contained in information systems, consistent and secure use of information, efficient and effective recovery
from information system disruption and protection of our IT assets, including information, software and
hardware.

We outsource services such as security testing of our application, network, and system to independent third
parties. We maintain a documented vulnerability management program that includes periodic scans designed
to identify security vulnerabilities on servers, workstations, network equipment and applications, and
subsequent remediation of vulnerabilities. We also conduct regular internal and external penetration tests,
engage third party specialists to conduct periodic independent security reviews of our infrastructure and
applications and we periodically audit our systems and procedures to detect information security risks and
privacy risks. Any deficiencies noted are remediated by further strengthening security controls and framework.
We also collaborate with ethical hackers to identify any potential threats.

We hold certain personal data of our users, including their username, email address, IP address, device
identifiers, address, telephone number, photo, transactional data, consumption habits (such as purchase history),
profession, education, location, and username. We have robust policies to safeguard consumer information, and
we are also implementing measures to comply with data privacy regulations, including the Digital Personal
Data Protection Act, 2023. We encrypt data in transit using secure transport layer security cryptographic
protocols and encrypt critical data at rest as well. We use multi-factor authentication and other security controls
in order to control access to our resources containing personal data or other confidential information. Approval
of access to such data, which is encrypted, requires approval from the head of the respective unit, Chief
Information Security Officer.

When consumers and service professionals open an account on our platform, they are required to sign up to
their respective terms and conditions and a user privacy policy with data use practices tailored basis the type of
information collected and its treatment for the respective category of users. We design our platform, offerings,
and policies to facilitate compliance with evolving privacy and data security laws and regulations in the
countries we operate. Specifically, we undertake to manage and use the data collected from users in accordance
with applicable laws and make reasonable efforts to prevent the unauthorized use, loss, or leak of user data and
will not disclose sensitive user data to any third party without users’ approval except under legal requirement
or certain circumstances specified in the terms and conditions. Our privacy policies are available on our website
as well as mobile application, and we maintain certain other internal policies and practices relating to data
security, our processing, use, and disclosure of personal information. We collect and use aggregated consumer
information to develop, provide, and improve our platform and offerings.

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Sales and Marketing

Our marketing strategy focuses on attracting new consumers to our platform and encouraging retained
consumers to increase their transactions on our platform. To achieve this, we implement marketing campaigns
across social media, over-the-top platforms and TV networks, in addition to conducting offline marketing
events. We do this through an omnichannel approach by way of investments in traditional and digital media
platforms as well as through influencer marketing and content marketing on social media. Our campaigns
encompass brand-based, performance-based marketing initiatives, television and digital media initiatives, event
sponsorships and celebrity endorsements, to expand reach of our services to attract new consumers to our
platform and retain existing consumers.

We have released brand films such as “Choti soch, Choti baat, Chota kaam” that emphasize the dignity of labor,
and distributed them across social platforms. We have also collaborated with influencers and bloggers to
promote our services through engaging content, such as demonstrating the relevance of our services in daily
life through the “Very Paarivarik” and “Stylemyspace” campaigns. This also involves video content
demonstrating services and consumer testimonials. We run promotional campaigns on certain online platforms
for seasonal and category-specific services, which are aligned with consumer demand cycles, such as AC
servicing in summer or deep cleaning and painting services before festivals, such as Diwali, or salon services
in the wedding season to drive user acquisition and adoption of our seasonal services. We have also launched
several campaigns in the past, such as “SalonAtHome” campaign to promote at-home salon services. For further
details in relation to our marketing strategy, see “Objects of the Offer – Details of the Objects – Expenditure
towards advertisement spends” on page 163.

Environment, Social and Governance (“ESG”) initiatives

Our ESG commitments cover promotion of economic empowerment, equity, social security, safety and a better
quality of life for all our stakeholders as we deliver services and solutions at home.

Environment

We are driven by the philosophy of minimizing waste and have undertaken the following initiatives:

Sustainable product designs

Our water purifier under our ‘Native’ brand has filters that last up to two years, ensuring sustainability. As per
the Redseer Report, unlike the industry practice of replacing filters every six months, which contributes to
significant waste, our designs reduce environmental waste by extending filter life up to 2 years. For further
details, see “Industry Overview – Section 7: Urban Company’s currently serviceable market and competitive
positioning – B. Urban Company is an online full stack home services solutions provider in India” on page
216.

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Appliance servicing and repair

Servicing appliances using our platform not only helps extend their operating life but also aligns with our
commitment to reuse and repair.

Social

Service professionals

We have implemented several initiatives for the wellbeing of the service professionals, including the following:

• Insurance cover: we provide, among other benefits, life insurance cover, disability cover, accidental
hospitalization cover and medical insurance coverage, with up to 12 teleconsultations per year, emergency
ambulance services and accidental death benefits.

• Access to formal credit: we have tied up with non-banking financial corporations and fintechs to facilitate
business and personal loans for service professionals who typically avail business loans to purchase a
toolkit necessary to operate in several service categories. We also conduct monthly workshops on personal
finance to educate the service professionals.

• Support for service professionals facing domestic violence: we offer counselling, legal aid, monetary
support and emergency lodging support to service professionals based in India that are facing domestic
violence, in collaboration with a non-governmental organization (“NGO”).

• Scholarships for children of service professionals: we provide financial rewards to the children of service
professionals who excel academically and / or secure admission in educational institutes or military
academies across India, through the Commander Nishant Singh Scholarship program.

Further, we believe we have helped the service professionals on our platform, by helping them improve earnings
while enabling them to maintain flexibility in their daily schedule. For further details, see “-Our Competitive
Strengths – Robust technology platform powering service fulfilment, consumer growth and service
professional empowerment” on page 228. As per the Redseer Report, the service professionals on our platform
on an average earned approximately 15-20% more than gig workers on other online hyperlocal platforms in the
food delivery and quick commerce sectors while working fewer hours. For further details, see “Industry
Overview – Section 7: Urban Company’s currently serviceable market and competitive positioning – B.
Urban Company is an online full stack home services solutions provider in India” on page 216.

Consumers

We have integrated our consumer application with assistive technologies, which enables our consumers with
visual impairment to independently book our services from the mobile application. They can navigate and book
at-home services using screen reader accessibility features of smartphones.

Corporate Governance

Our Board has three executive directors, four independent directors and one non-executive director. For further
details, see “Our Management” on page 280.

Brand and Intellectual Property

We rely on a combination of trademark and domain name protection in India and other jurisdictions in which
we operate, as well as confidentiality procedures and contractual provisions to protect our intellectual property.
The agreements we enter into with our employees also provide that all software, inventions, research and
development, works of authorship and techniques created by them during the course of their employment are
our property.

As on the date of this Red Herring Prospectus, we have 100 trademark registrations, out of which 57
registrations are for our trade names “Urban Company” and “Urbanclap”, our product line “Native” and their
respective derivatives in the UAE, Singapore, KSA and India. All Native and its derivatives trademarks are
owned by our subsidiary, Urban Home Experts Pte. Limited (“Urban Home Experts”). The trademarks “Urban
Company” and “Native” (including their derivatives) are registered under classes 3, 9, 25, 35, 37, 41, 42, 44
and 9,11, 35 and 37, respectively, in our name. We have also applied for the registration of our Company’s logo
under classes 3, 9, 16, 25, 35, 37, 41, 42 and 44. Additionally, our Material Subsidiary, Handy Home, has seven

250
trademarks registered under classes 3, 35 and 42. Furthermore, we have two trademarks in Australia, two in
Indonesia and two trademarks for ‘Urban Elements’ held by Urban Home Experts in Singapore.

We have submitted 30 opposition and rectification applications against various entities and individuals for using
the words “Urban Company”, “Native” and “Urbanclap” in their corporate name, trade names, or logos, which
are pending at various stages. We have applied for two patents, one for our appliance diagnostic tool, ‘Co-Pilot’,
and second, as a joint patent for an integrated wireless communication system for our electronic door locks and
our subsidiary, Urban Home Experts, has applied for five patents for various innovations under our Native ROs.
Furthermore, we have registered two industrial designs for our Native RO models and our subsidiary, Urban
Home Experts has registered four designs in relation to our Native electronic door locks and RO models.

Risk management, controls

Risk Management Framework

We are dedicated towards establishing and maintaining risk management and internal control systems consisting
of policies and procedures that we consider to be appropriate for our business operations. We have adopted and
implemented comprehensive risk management policies in various aspects of our business operations, such as
financial reporting, internal control, statutory compliances, product procurement, fixed asset management and
human resources.

Financial reporting risk management:

We have in place a set of accounting policies in connection with our financial reporting risk management,
including treasury management policies, and employee reimbursement policies. We have various procedures
and IT systems in place to implement our accounting policies, and our finance department reviews our
management accounts based on such procedures.

Information system risk management:

Sufficient maintenance, security and protection of our platform and IT systems, as well as other related
information are critical to our business. We have implemented various internal procedures and controls to ensure
that our platform and system are protected, and that leakage and loss of any information are avoided. We have
put in place back-up management procedures. We deploy back-up mechanisms, including local back-ups and
offsite back-ups to minimize the risk of user data loss or leakage. For risks relating to cyber-attacks and leaks,
see “Risk Factors – Failure to maintain or improve our technology infrastructure could harm our business,
results of operations and financial condition” on page 49.

Anti-fraud measures:

We have adopted an anti-bribery and anti-corruption policy in which we forbid any kickbacks or other payments
to consumers, suppliers and business partners. The prohibition applies to both direct and indirect payments. We
also have a conflict of interest’ mechanism in place through which we provide guidance to our employees in
the event of any conflicts of interests arising between our Company and themselves and impose reporting
requirements with respect to such conflicts of interests. Our internal control and audit team is responsible for
monitoring the compliance of our business activities and has the power to conduct investigations on incidents
of misconduct through a specialized internal team. Our whistleblowing committee handles whistle-blowing
complaints through our internal compliance reporting email and supervises the investigations on such cases.

Employees

As at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, our Company and
our subsidiaries had 1,435, 1,095, 1,188, 1,062 and 1,060 full-time employees, respectively. The following table
sets forth the number of our full-time employees of our Company and our subsidiaries by function as at June
30, 2025:

Department As at June 30, 2025

Business and marketing 1,034
Corporate function (finance, human resources, end-consumer and service 161
professionals support)
Technology 240
Total 1,435

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We enter into employment contracts with our full-time employees. We have implemented various policies such
as leave, travel, relocation, employee referral and various other employee benefits. Additionally, we offer in-
house and external training to employees at all levels in accordance with their functions, positions and
responsibilities. The training curriculum is designed by our central functions, and covers both soft skills and
technical skills. None of our employees are represented by a labor union. We have not experienced any work
stoppages since our incorporation.

The service professionals on our platform are not our employees. For further details in relation to the average
monthly active service professionals in the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024
and 2023, see “-Overview” on page 218. If service professionals who use our platform were to be classified as
our employees, our business, financial condition and results of operations may be materially and adversely
affected. For further details, see “Risk Factors – Our business would be adversely affected if service
professionals were classified as employees, workmen or quasi-employees” on page 48.

Properties

As at June 30, 2025, we operate entirely out of leased premises. Our Registered Office is situated at Unit No.
8, Ground Floor, Rectangle 1, D-4 Saket District Centre, Saket, New Delhi 110 017, Delhi, India, where we
lease 747.7 sq. ft. of space under a lease, which is for a period of nine years commencing from October 1, 2022.
Our head office in Bengaluru and head office in Gurgaon are situated on leased premises aggregating to 14,740
sq. ft. and 56,215 sq. ft., respectively, and the leases are for a period of five years and nine years for Bengaluru
and Gurgaon respectively, commencing from September 1, 2023 and December 15, 2022, respectively. As at
June 30, 2025, the details of our properties are set out below:
Serial Type Address Lease Monthly Whether
No. Tenure Rent lessor is a
related party
(including
whether a
member of the
promoter/
promoter
group)
1. Registered Ground Floor, Unit no 8, D-4, Rectangle One, Saket 9 years ₹ 80,004 No
Office District Center 110 017, New Delhi, India
2. Corporate Plot no. 183, 7th floor, Goworks Towers, Rajiv Nagar, 9 years ₹ 4,775,000 No
Office Udyog Vihar, Phase 1, Sector 20, Gurgaon 122 016,
Haryana, India
3. Corporate 2nd and 4th Floor, PROM’s Building, 3H-7C Main, 3rd 5 years ₹ 1,368,562 No
office Block, Koramangala, Bangalore 560 034, Karnataka,
(Bangalore) India
4. Corporate 8 Burn Road, Trivex #11-05, Singapore 369 977 2 years SGD 9,500 No
office
(Singapore)
5. Corporate 1090, Indigo Icon, Unit 2001 and 2002, Al Thanyah Fifth 1 year AED No
office (UAE) (Jumeirah Lake Towers), Premise Number: Unit 2001 - 35,833
393-12794-0 and Unit 2002 - 393-12795-8
6. Corporate S.S Lootah Corporate Bldg, Al Khabeesi Plot No. 372-0 1 year AED No
office (UAE) 41,667
7. Training Krimson Square, Municipal No. 21/345/335/SA No. 5 years ₹ 2,590,875 No
centre 31/9/31/3, 4th Floor, Plot No. 31/9, Ropena Agarhara,
Begur Hobli, Hosur Main Road, Bengaluru 560 068,
Karnataka, India
8. Training 1501 to 1508, 15th Floor, Westgate Business Bay, B- 5 years ₹ 269,451 No
centre 1/Black, Makarba, Corporate Road, Ahmedabad 380 051,
Gujarat, India
9. Training C-32A, Cipet Road, Thiru Vika Industrial Estate, Guindy, 3 years ₹ 1,201,506 No
centre Chennai 600 032, Tamil Nadu, India
10. Training 2nd Floor, Plot no. 48, Rama Road, Najafgarh Road 9 years ₹ 882,000 No
centre Industrial Area 110 015, New Delhi, India
11. Training Plot no. 121, Udyog Vihar, Phase - 1, Gurgaon 122 016, 9 years ₹ 1,730,925 No
office Haryana, India
12. Training 6th Floor, Perati KKR Commercial Complex, Survey Nos. 9 years ₹ 2,572,500 No
centre 698/P, 670, and 671, Kukatpally (V), Malkajgiri,
Hyderabad 500 072, Telangana, India
13. Training C-123, Basement and 1st Floor, Janpath, Lalkothi 5 years ₹ 235,810 No
centre (Opposite Jyoti Nagar Police station), Jaipur 302 005,
Rajasthan, India
14. Training Asyst Park, 1st and 2nd floor, GN-37/1, Salt Lake, Sector 3 years ₹ 668,933 No
centre 5, WABEL More, Kolkata 700 091, West Bengal, India

252
Serial Type Address Lease Monthly Whether
No. Tenure Rent lessor is a
related party
(including
whether a
member of the
promoter/
promoter
group)
15. Training 2nd Floor, Mehra Estate, CTS No. 69, 69/1 to 52, L.B.S. 5 years ₹ 3,360,000 No
centre Marg, Vikhroli (West), Mumbai 400 079, Maharashtra,
India
16. Training 2nd Floor, A-21, Sector 60, Noida 201 301, Uttar Pradesh, 5 years ₹ 1,803,750 No
centre India
17. Training Ground, 1st, 2nd, 3rd and 4th Floor, Survey no. 15/6/29, P 4 years ₹ 756,591 No
centre Square Capitol, off Bangalore Highway, Baner, Pune 411
045, Maharashtra, India
18. Training Survey No. 66, Hissa No. 60, Plot No. 41, Village Sus, 3 years ₹ 425,000 No
centre Taluka Mulshi, District Pune 411 021, Maharashtra, India
19. Training 3rd Floor, Front Side, Grand Palace, Dwarka Nagar, 3 years ₹ 225,831 No
centre Vishakapatnam 530 016, Andhra Pradesh, India
20. Training 3rd Floor, Eldeco Corporate Chamber I, Vibhuti Khand, 11 months ₹ 286,554 No
centre Gomti Nagar, Lucknow 226 010, Uttar Pradesh, India
21. Training 2nd and 3rd floor, 50, Sampat Rao Colony, Alkapuri, 3 years ₹ 160,000 No
centre Vadodara 390 020, Gujarat, India
22. Training 3rd Floor, Plot Number-66, Industrial Area Phase-II, 3 years ₹ 400,000 No
centre Chandigarh 160 002, Punjab and Haryana, India
23. Training 3rd Floor, Mehra Estate, CTS No. 69, 69/1 to 52, L.B.S. 3 years ₹ 750,000 No
centre Marg, Vikhroli (West), Mumbai 400 079, Maharashtra,
India
24. Training 531, Geylang Road, Singapore 389 487 2 years SGD No
centre 12,500
25. Co-working Building BPK Titanium, 5th Floor, Survey No. 391/2, 2 years ₹ 47,000 No
Centre 392/3 and 391/17, Niranjanpur, Indore 452 010, Madhya
Pradesh, India
26. Co-working 5th Floor, Block 2, BMC Bhawani Mall, Saheed Nagar, 2 years ₹ 37,500 No
Space Bhubaneswar 751 007, Odisha, India
27. Co-working Second Floor, 117/Q/710 Sharda Nagar, Kanpur 208 025, 2 years ₹ 48,000 No
Space Uttar Pradesh, India
28. Short term Property No. 2138718 (old holding 1350A), 4 th Floor, 11 months ₹ 81,035 No
lease* Shahi Bhawan, Exhibition Road, Patna 800 001, Bihar,
India
29. Short term Swati Couriers and Cargo Services, Sri Vishnu Talkies 11 months ₹ 4,410 No
lease* Lane, Main Road, Ranchi 834 001, Jharkhand, India
30. Short term Opposite Abhilasha Hospital, Railway Station Road, 11 months ₹ 4,410 No
lease* Ganeshpur, Roorkee, Haridwar 247 667, Uttarakhand,
India
31. Short term C-245/6, Vallabh Nagar, Near St. Gyaneshwar School, 11 months ₹ 9,261 No
lease* Raipur 492 001, Chhattisgarh, India
32. Short term Door No 54-13-2, 3rd Floor, Plot No. B, State Bank of 11 months ₹ 72,930 No
lease* India, Co-operative Society Ltd, Bank Colony,
Srinivasanagar, Vijayawada 520 008, Andhra Pradesh,
India
33. Short term Ground, 1st and 2nd Floor, Property No. 473/A, Survey 11 months ₹ 330,750 No
lease* No. 182, 8th Block, Koramangala, Begur Hobli, Ward No.
147, Bangalore 560 095, Karnataka, India
34. Short term 1st and 2nd Floor, Property No. 40, Katha No. 67-36-40, 11 months ₹ 304,500 No
lease* near Union Bank, above More Super Market,
Koramangala, 8th Block, Bangalore 560 095, Karnataka,
India
35. Short term 1st, 2nd and 3rd Floor, Plot No. 895, Survey No. – 11, Sri 11 months ₹ 347,288 No
lease* Swamy Ayyappa Society, Madhapura, Hyderabad 500
081, Telangana, India
36. Short term Khasra no. 337, Ground and 1st Floor, Sultanpur Village, 11 months ₹ 405,169 No
lease* Sultanpur, South Delhi 110 030, New Delhi, India
37. Short term Khasra No 337, CRC-2, Sultanpur, M. G. Road 110 030, 11 months ₹ 428,000 No
lease* New Delhi, India
38. Short term Gala No. 82, 2nd Floor, Apaki Industrial Premises, Co- 11 months ₹ 88,200 No
lease* operative Society Ltd., Masrani Lane, Halao Pul Road,
Kurla West, Mumbai 400 070, Maharashtra, India
39. Short term Ground and 2nd Floor, constructed on Property No. 473, 11 months ₹ 216,000 No
lease* Survey No. 182, 8th Block, Koramangala, Begur Hobli,
Ward No. 147, Bangalore 560 095, Karnataka, India

253
Serial Type Address Lease Monthly Whether
No. Tenure Rent lessor is a
related party
(including
whether a
member of the
promoter/
promoter
group)
40. Short term Ground Floor right side, Godown no. 2, Khasra no. 304, 11 months ₹ 68,250 No
lease* Sultanpur Village, South Delhi 110 030, New Delhi,
India
41. Short term Old No. 475, New No. 36, 3rd Main Road, Adugodi Main 11 months ₹ 42,000 No
lease* Road, 8th Block, Koramangala, Begur Hobli, Ward No.
147, Bangalore 560 095, Karnataka, India
42. Short term Ground Floor, 8th Block, 147 Adugodi, Koramangala, 11 months ₹ 85,000 No
lease* Bangalore 560 095, Karnataka, India
43. Short term Office No. 302, 3rd Floor, 17, Krishna Grand, Outer Ring 11 months ₹ 65,000 No
lease* Road, Marathahalli, Bangalore 560 037, Karnataka, India
44. Short term Office No. 303, 3rd Floor, 17 Krishna Grand, Outer Ring 11 months ₹ 80,000 No
lease* Road, Marathahalli, Bangalore 560 037, Karnataka, India
45. Short term Office No. 6, 1st Floor, 200/2953 Tagore Nagar, Group 11 months ₹ 80,000 No
lease* No. 8 B, Vighnaharta CHS Chawl, Vikhroli East,
Mumbai 400 083, Maharashtra, India
46. Short term Shop No. 1080, 1st Floor, Heera Panna Shopping Centre 11 months ₹ 16,000 No
lease* Mall, Opposite NTPC Building, Near Jalvayu Vihar
Complex, Hiranandani, Powai, Mumbai 400 076,
Maharashtra, India
47. Short term Unit No. 23, Ground Floor, Solaris 1, Saki Vihar Road, 11 months ₹ 24,000 No
lease* Opposite Sanofi, Andheri (East), Mumbai 400 072,
Maharashtra, India
48. Short term F/5, Ground Floor, Nahar Amrit Shakti, Opposite D Mart 11 months ₹ 26,000 No
lease* Mall, Saki Vihar Road, Chandivali, Powai, Mumbai 400
072, Maharashtra, India
49. Short term A 2/5, Siddharth Nagar, Goregaon West, Mumbai 400 1 year ₹ 140,000 No
lease* 104, Maharashtra, India
50. Short term B-111, 1st Floor, Sussex Industrial Estate, Dadoji 11 months ₹ 18,000 No
lease* Konddeo Cross Road, Byculla East, Mumbai 400 027,
Maharashtra, India
51. Short term 303, Kendriya Karmachari Cooperative Society, Rana 5 months ₹ 15,000 No
lease* park, Ahmedabad 380 061, Gujarat, India
52. Short term Ground Floor, P-177, C.I.T. Road, Scheme-VIIM, 5 months ₹ 60,000 No
lease* Kolkata 700 054, West Bengal, India
53. Short term 2nd Floor, B01 Sanskar Society, Chandkheda, TA 1 month ₹ 55,000 No
lease* Gandinagar, Vill-Chandkheda, Ahmedabad, Gujarat,
India
54. Short term Vighnaharta Heights Private Limited, Flat No. 1503, 15th 6 months ₹ 60,000 No
lease* Floor, Bldg No. 10, Swami Narayan Marg, Opp. Akshad
Hotel, Tagore Nagar, Vikhroli (East), Mumbai 400 083,
Maharashtra, India
55. Short term Vighnaharta Heights Private Limited, Flat No. 305, 3 rd 6 months ₹ 40,000 No
lease* Floor, Kannamwar Nagar Dutta Niwas CHS Ltd. Bldg
No. 75, Kannamwar Nagar II, Vikhroli (East), Mumbai
400 083, Maharashtra, India
56. Short term Vighnaharta Heights Private Limited, Flat No. 306, 3 rd 6 months ₹ 40,000 No
lease* Floor, Kannamwar Nagar Dutta Niwas CHS Ltd. Bldg
No. 75, Kannamwar Nagar II, Vikhroli (East), Mumbai
400 083, Maharashtra, India.
57. Short term Vighnaharta Heights Private Limited, Flat No. 304, 3 rd 6 months ₹ 60,000 No
lease* Floor, Kannamwar Nagar Dutta Niwas CHS Ltd. Bldg
No. 75, Kannamwar Nagar II, Vikhroli (East), Mumbai
400 083, Maharashtra, India
58. Short term Vighnaharta Heights Private Limited, Flat No. 302, 3 rd 3 months ₹ 40,000 No
lease* Floor, Kannamwar Nagar Dutta Niwas CHS Ltd. Bldg
No. 75, Kannamwar Nagar II, Vikhroli (East), Mumbai
400 083, Maharashtra, India
59. Short term Vighnaharta Heights Private Limited, Flat No. 303, 3 rd 3 months ₹ 40,000 No
lease* Floor, Kannamwar Nagar Dutta Niwas CHS Ltd. Bldg
No. 75, Kannamwar Nagar II, Vikhroli (East), Mumbai
400 083, Maharashtra, India
60. Short term Ground Floor, Old No. 41/4, New No. 16, Kalaimagal 3 months ₹ 60,000 No
lease* Nagar, 1st Main Road, Ekkattuthangal, Chennai 600 032,
Tamil Nadu, India

254
 Serial Type Address Lease Monthly Whether
No. Tenure Rent lessor is a
related party
(including
whether a
member of the
promoter/
promoter
group)
61. Short term 36, T.I.E Industrial Estate, Balanagar, Hyderabad 500 6 months ₹ 80,000 No
lease* 037, Telangana, India
62. Short term D-41, Ground Floor, Saket 110 017, New Delhi, India 3 months ₹ 100,000 No
lease*
63. Short term Office No. 203 and 204 on the 2nd Floor and Office No. 11 months ₹ 250,000 No
lease* 301BC on the 3rd Floor, 17 Krishna Grand, Outer Ring
Road, Marathahalli, Bangalore 560 037, Karnataka, India
64. Short term Plot no- 36/A, TIE, IDPL Colony, Balanagar, Hyderabad 4 months ₹ 1,00,000 No
lease* 500 037, Telangana, India
65. Short term 8-1-303/70/A Street No. 04, Ground Floor, Vivekananda 11 months ₹ 25,000 No
lease* Nagar Colony, Sheikhpet Nala, Shivaji Chowk,
Golconda, Hyderabad 500 008, Telangana, India
66. Short term Unit No. 305, 3rd Floor, Lodha Signet Great Gains, 11 months ₹ 30,000 No
lease* Kolshet Industrial Area, Kolshet, Thane West, 400 607,
Maharashtra, India
67. Short term 5th Floor, 503 Colonade, B/H Iscon Temple, Opp, Uscon 2 months ₹ 60,000 No
lease* BRTS Bus Stand, Iscon-Ambali Road, Ahmedabad 380
054, Gujarat, India
68. Short term 2nd and 3rd floor, Sy no 215/2 Vinayaka Nagar Gunjur 11 months ₹ 30,000 No
lease* behind HP Petrol Pump, Bangalore 560 087, Karnataka,
India
69. Short term PT No. 747/A, Gokul Plots Venkataramana Colony, near 11 months ₹ 21,000 No
lease* Big Charch Serilingampally, Hyderabad 500 085, Andhra
Pradesh, India
70. Short term Ground Floor Shop, Plot No. 10, Khasara No. 303/2/3/10, 11 months ₹ 12,000 No
lease* Harijan Colony, Wazirabad, Gurgaon 122 003, Haryana,
India
71. Short term C/O - M D Haneef, Ground Floor, Gunjur Main Road 9 months ₹ 25,000 No
lease* Opposite K. K. Convent School, Varthur, Bengaluru 560
087, Karnataka, India
72. Short term Office No. 4, 1st Floor, Plot No. 9, Om Vihar, Crossing 11 months ₹ 10,000 No
lease* Republic, Ghaziabad 201 016, Uttar Pradesh, India
73. Short term LGF-2, Parshvanath Majectic Arcade, Near Shipra Mall, 11 months ₹ 10,500 No
lease* Indirapuram, Ghaziabad 201 014, Uttar Pradesh, India
74. Short term C-10, 2nd Floor, Omaxe City Centre, Sector 49, Gurugram 11 months ₹ 22,222 No
lease* 122 001, Haryana, India
75. Short term Flat No. 201, 2nd Floor, 67 Sarjapur Road, 11 months ₹ 20,000 No
lease* Kaikondarahalli, Bangalore 560 035, Karnataka, India
76. Short term Mehta Industrial Estate, Office No. 204, 2nd Floor, 11 months ₹ 180,000 No
lease* Andheri Kurla Road, Near Green Wood Society, Andheri
East, Mumbai, 400 093, Maharashtra, India
77. Short term SF 37, 2nd Floor, 14th Avenue High Street, Gaur City 2, 11 months ₹ 15,000 No
lease* Greater Noida West 201 009, Uttar Pradesh, India
78. Short term Unit No. 206, Twin Arcade, D Wing, Military Road, 11 months ₹ 35,000 No
lease* Marol, Andheri East, Mumbai 400 059, Maharashtra,
India
79. Short term A-616, World Trade Tower, Makarba, SG Highway, 3 months ₹ 30,000 No
lease* Ahmedabad 380 051, Gujarat, India
80. Short term Shop No. D-141, Ground Floor, Sushant Shopping 11 months ₹ 16,830 No
lease* Arcade, Sushant Lok Phase – 1, Gurugram 122 009,
Haryana, India
81. Short term U-14/26, Ground Floor, DLF City, Phase – 3, Nathupur, 11 months ₹ 15,000 No
lease* Gurugram 122 002, Haryana, India
82. Short term Ho No Tyagi Wali Gali, Shiv Mandir, Badshahpur 122 6 months ₹ 7,000 No
lease* 101, Haryana, India
83. Short term 11 months ₹ 10,000 No
Plot No. 4, 191 Nizampet, Hyderabad
lease*
*
These short term lease arrangements are for other ancillary premises for our operations.

Awards

For further details in relation to awards and accolades, see “History and Certain Corporate Matters – Awards,
accreditations and recognition” on page 269.

255
Competition

According to the Redseer Report, in India, approximately 5.5-5.6 million households used online home services
in Fiscal 2025 and among these around 4 million households utilized services offered by us in the same period.
According to the Redseer Report, we face competition from other online platforms, however, many of these
competitors tend to be more localized, focused on specific geographical areas or service categories. According
to the Redseer Report, we are the first full-stack online platform in India to bring over 5 home services categories
online. For further details, see “Industry Overview – Section 7: Urban Company’s Currently Serviceable
Market and Competitive Positioning – Urban Company is an Online Full Stack Home Services Solutions
Provider in India” on page 216.

Insurance

We maintain insurance coverage under various insurance policies for, among other things, our directors’ and
officers’ liability, common general liability, cyber security and group health covering our employees. The
service professionals are also entitled to medical insurance coverage in the event of hospitalization. For further
details, see “-Description of Our Business and Operations – Environment, Social and Governance (“ESG”)
initiatives” on page 249. While we believe that the level of insurance we maintain is appropriate for the risks
of our business, we do not have insurance policies to cover all possible events. Also, see “Risk Factors – We
may not have sufficient insurance coverage to cover our business risks and our insurers may not accept our
claims on account of insufficient proof or supporting information” on page 70.

256
 KEY REGULATIONS AND POLICIES

Given below is an indicative summary of certain sector specific and relevant laws and regulations in India,
which are applicable to the business and operations of our Company. The information available in this section
has been obtained from sources available in the public domain and is based on the current provisions of Indian
law and the judicial, regulatory and administrative interpretations thereof, which are subject to change or
modification by subsequent legislative actions, regulatory, administrative, quasi-judicial, or judicial decisions.
The description of laws and regulations set out below may not be exhaustive and is only intended to provide
general information to the investors and is neither designed nor intended to substitute for professional legal
advice.

I. Industry specific legislations

The Information Technology Act, 2000 (the “IT Act”) and the Information Technology (Reasonable Security
Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“IT Security Rules”)

The IT Act aims to provide legal recognition to transactions carried out by various means of electronic data
interchange and other means of electronic communication and facilitate electronic filing of documents. The IT
Act creates a constructive mechanism for the authentication of electronic documentation through digital
signatures. The IT Act makes electronic commerce seamless by recognizing contracts concluded through
electronic means, protects intermediaries in respect of third-party information liability and creates liability for
failure to protect such sensitive personal data. The IT Security Rules enlist directions for the disclosure,
collection and transfer of sensitive personal data by a body corporate or any person acting on behalf of a body
corporate. The IT Security Rules require every such body corporate or person, who on behalf of the body
corporate receives, stores or handles information to provide a privacy policy for handling and dealing with
personal information, including sensitive personal data, publishing such policy on its website. The IT Security
Rules further require that all such personal data be used solely for the purposes for which it was collected and
any third-party disclosure of such data is made with the prior consent of the information provider, unless
contractually agreed upon between them or where such disclosure is mandated by law.

The Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021 (“IT
Intermediaries Rules”)

The Department of Information Technology has also notified the IT Intermediaries Rules under the IT Act, in
supersession of the Information Technology (Intermediary Guidelines) Rules, 2011, requiring intermediaries
receiving, storing, transmitting, or providing any service with respect to electronic messages to not knowingly
host, publish, transmit, select or modify any information prohibited under the IT Intermediaries Rules, to disable
hosting, publishing, transmission, selection or modification of such information once they become aware of it,
as well as specifying the due diligence to be observed by intermediaries. The IT Intermediary Rules also make
it mandatory for an intermediary to publish its privacy policy, rules, and regulations on its website, to inform
their users, at least once a year, in case of a non-compliance and to establish a grievance redressal mechanism.

Further, on March 15, 2024, an advisory on due diligence by intermediaries and platforms was announced under
the IT Act and the IT Intermediaries Rules instructing intermediaries and platforms to make available under-
tested or unreliable artificial intelligence (“AI”) foundational models, large language models, generative AI,
software, or algorithms to users in India only after accurately labelling the generated output. Additionally, they
must label all artificially generated media and text with unique identifiers or metadata to facilitate easy
identification.

The Digital Personal Data Protection Act, 2023 (“Data Protection Act”)

The Data Protection Act received the assent of the President of India on August 11, 2023 and the provisions of
the Data Protection Act shall come into effect on such date as the Central Government may notify in the official
gazette. The Data Protection Act provides for collection and processing of digital personal data by persons,
including companies. The significant data fiduciaries, as defined under the Data Protection Act, will be required
to appoint an independent data auditor who will evaluate their compliance with the Data Protection Act. The
Central Government will also establish the Data Protection Board of India, whose key functions include: (i)
monitoring compliance and imposing penalties, (ii) directing data fiduciaries to take necessary measures in the
event of a data breach, and (iii) hearing grievances made by data principals.

257
Draft Digital Personal Data Protection Rules, 2025
The Indian Ministry of Electronics and Information Technology has released the Draft Digital Personal Data
Protection Rules, 2025 (“DPDP Rules”) for public consultation. The DPDP Rules regulate the processing of
personal data in India, ensuring individuals privacy rights are protected. The DPDP Rules apply to all entities
that process digital personal data, both within India and abroad. It focuses on the principles of data protection,
such as transparency, accountability, and the necessity of obtaining explicit consent from data subjects. It also
provide individuals with rights to access, correct, and request deletion of their data. The DPDP Rules provide
that any entity processing personal data within India or outside India (in relation to offering goods/services to
data principals in India) may only transfer personal data to any country/ territory outside India subject to
restrictions imposed by the Government of India on making such personal data available to a foreign state or
entities or agencies under its control. Additionally, the DPDP Rules require significant data fiduciaries to
undertake measures to ensure that they do not transfer any personal data (and traffic data related to its flow)
outside India as may be identified by the Government of India upon recommendations of a committee it
constitutes. It mandates the conduct of data protection impact assessments for high-risk processing activities
and requires the notification of data breaches within a stipulated timeframe.
Consumer Protection Act, 2019 (“Consumer Protection Act”)

The Consumer Protection Act provides for timely and effective administration and settlement of consumer
disputes. It seeks, inter alia to promote and protect the interests of consumers against deficiencies and defects
in goods or services and secure the rights of a consumer against unfair trade practices, which may be practiced
by manufacturers, service providers and traders. The definition of “consumer” has been expanded under the
Consumer Protection Act to include persons who buy goods or avail services by offline or online transactions
through electronic means or by tele-shopping or direct-selling or multi-level marketing. It provides for the
establishment of consumer disputes redressal commissions for the purposes of redressal of consumer
grievances. In cases of misleading and false advertisements, a manufacturer or service provider who causes a
false or misleading advertisement to be made which is prejudicial to the interest of consumers can be punished
with imprisonment for a term up to two years and with a fine of up to ten lakh rupees, and for every subsequent
offence, imprisonment for a term up to five years and a fine of up to fifty lakh rupees.
Consumer Protection (E-Commerce) Rules, 2020 ( “E-Commerce Rules”)
The Ministry of Consumer Affairs issued the E-Commerce Rules under the Consumer Protection Act on July
23, 2020. The E-Commerce Rules provide a framework to regulate the marketing, sale and purchase of goods
and services online. These rules apply to (a) goods/services purchased or sold through digital or electronic
networks, including digital products; (b) all models of e-commerce, including marketplace and inventory
models of e- commerce entities; (c) all e-commerce retailing; and (d) forms of unfair trade practices across all
e-commerce models. It specifies the duties of ecommerce entities, specific duties and liabilities of the
marketplace e-commerce entities and those of inventory e-commerce entities, and duties of sellers on the
marketplace. The E-Commerce Rules further require the ecommerce entities to appoint a grievance officer and
provide for a consumer grievance redressal mechanism. Any contravention of these rules attracts penal action
under the provisions of Consumer Protection Act.
The Ministry of Consumer Affairs, Food and Public Distribution has on June 21, 2021 released proposed
amendments to the E-Commerce Rules, for comments, which, amongst others, imposes new registration
requirements for e-commerce entities, mandatory partnering with the National Consumer helpline of the Central
Government, a ban on flash sales of goods and services offered by e-commerce entities on their platforms and
mandating sharing of information with the Government agencies which is lawfully authorized for investigative
or protective or cyber security activities and pursuant to receipt of an order within 72 hours for the purposes of
verification of identity, or for the prevention, detection, investigation, or prosecution, of offences under any law
for the time being in force, or for cyber security incidents. Further, the proposed changes would require
ecommerce entities to mention the name and details of any importer from whom they have purchased such
goods or services and must mention the country of origin of the goods to ensure fair opportunity for domestic
goods. Additionally, the e-commerce entities shall not allow display or promotion of any misleading
advertisement or engage in mis-selling of goods on the platform. The proposed amendments have also
introduced the concept of “fall- back liability”, which says that e-commerce entities will be held liable in case
a registered seller on their platform fails to deliver goods or services due to negligent conduct, which causes
loss to the customer.

Draft E-Commerce Policy, 2019

258
In March 2019, the Department for Promotion of Industry and Internal Trade (“DPIIT”) had invited comments
from stakeholders and the public on the Draft E-Commerce Policy, 2019 (“2019 Draft Policy”). Among other
items, the 2019 Draft Policy proposed that measures should be taken to regulate cross-border data flow, establish
a level playing field for domestic and foreign e-commerce players, boost sale of domestic products through e-
commerce, and generally regulate e-commerce in India. DPIIT is currently working on a revised draft policy.

The Legal Metrology Act, 2009 (the “Legal Metrology Act”)

The Legal Metrology Act provides that the units of weights and measures must be in accordance with the metric
system based on the international system of units, and prohibits quotations made otherwise. The Legal
Metrology (General) Rules, 2011, which came into force on April 1, 2011, also provide the detailed
specifications of standard weights and measures and the standard equipment. The Legal Metrology (Packaged
Commodities) Rules, 2011, which also came into force on April 1, 2011, provide the specifications with respect
to price, origin, expiry date and other details which are required to be mentioned on the label of products. The
Legal Metrology Act regulates the trade and commerce in weights and measures, and provides for the
appointment of a director, controller and other legal metrology officers, and empowers them to undertake
inspection or forfeiture to ensure compliance with its provisions. It provides for imposition of penalty on use of
non-standard, or unverified weights and measures, and for making any transaction, deal or contract in
contravention of the standards weights and measures. The Legal Metrology Act allows companies to nominate
a person who will be held responsible for the breach of provisions of this legislation.

The Insecticides Act, 1968 (the “Insecticides Act”) and the Insecticides Rules, 1971

The Insecticides Act, as amended from time to time, regulates the registration, licensing, and quality-control of
insecticides. As per the Insecticide Act, any person who desires to manufacture or sell, stock or exhibit for sale
or distribute any insecticide, or to undertake commercial pest control operations with the use of any insecticide
is required to make an application to the licensing officer of the relevant state specific authorities for the grant
of such state specific license under the Insecticides Act. The Insecticides Rules, 1971 specify the manner of
conducting pest control operations, registration of insecticides and procedure to submit application for license
to manufacture or sell insecticides.

The Indian Wireless Telegraphy Act, 1933 (“Wireless Telegraphy Act”)

The Wireless Telegraphy Act mandates the requirement of obtaining a license to possess wireless telegraphy
apparatus and the telegraphy authority shall be the competent authority to grant such licenses. The Wireless
Telegraphy Act also provides for punishment for possession of any wireless telegraphy apparatus and wireless
transmitter in contravention of the provisions of the Wireless Telegraphy Act.

Drugs and Cosmetics Act, 1940 and the Drugs and Cosmetics Rules, 1945

The Drugs and Cosmetics Act, 1940 regulates the import, manufacture, distribution and sale of drugs and
cosmetics and prohibits the import, manufacture and sale of certain drugs and cosmetics which are, inter alia,
misbranded, adulterated, spurious or harmful. The Drugs and Cosmetics Rules, 1945 specify the requirement
of a license for the manufacture or sale of any drug or cosmetic including for the purpose of examination, testing
or analysis. It further mandates that every person holding a license must keep and maintain such records,
registers and other documents as may be prescribed which may be subject to inspection by the relevant
authorities.

Competition Act, 2002 (the “Competition Act”)

The Competition Act is an act to prevent practices having adverse effect on competition, to promote and sustain
competition in the Indian markets, to protect the interests of consumers and to ensure freedom of trade in India.
The act deals with prohibition of (i) certain agreements such as anti-competitive agreements and (ii) abuse of
dominant position and regulation of combinations. The Competition Commission of India (“Commission”) has
been established to eliminate practices having adverse effect on competition, promote and sustain competition,
protect interests of consumers and ensure freedom of trade. The Commission shall issue notice to show cause
to the parties to a combination calling upon them to respond within 30 days in case it is of the opinion that there
has been an appreciable adverse effect on competition in India. In case a person fails to comply with the
directions of the Commission and Director General (as appointed under Section 16(1) of the Competition Act),

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he shall be punishable with a fine which may exceed to ₹100,000 for each day during such failure subject to
maximum of ₹10,000,000, as the Commission may determine.

Draft Digital Competition Bill, 2024 read with Report of the Committee on Digital Competition Law, 2024
dated March 12, 2024 (the “Report”)

Draft Digital Competition Bill, 2024 and the Report targets framing ex-ante anti-trust regulations for large
players operating in digital markets. The Committee has opined that the current ex-post model of regulation
under the Competition Act, 2002, by design, involves fact-finding and inquiry processes, which are time-
consuming resulting in protracted enforcement proceedings that hinder early detection and redressal. The
Committee has accordingly proposed, inter alia, the introduction of a Digital Competition Act with ex-ante
measures and regulation of digital enterprises with ‘significant presence’. The Report is currently pending
receipt of stakeholder comments.

II. Labour and welfare related legislations

Shops and establishments legislations

Under the provisions of local shops and establishments legislations applicable in the states in India where our
establishments are set up and business operations exist, such establishments are required to be registered. Such
legislations regulate the working and employment conditions of the workers employed in shops and
establishments, including commercial establishments, and provide for fixation of working hours, rest intervals,
overtime, holidays, leave, termination of service, maintenance of records, maintenance of shops and
establishments and other rights and obligations of the employers and employees. These shops and
establishments’ acts, and the relevant rules framed thereunder, in each state, also prescribe penalties in the form
of monetary fine or imprisonment for violation of provisions, as well as procedures for appeal in relation to
such contravention of the provisions.

In addition to the local shops and establishments legislations, the employment of workers, depending on the
nature of activity, is regulated by a wide variety of generally applicable labour laws. The various other labour
and employment-related legislations (and rules issued thereunder) that may apply to our operations, from the
perspective of protecting the workers’ rights and specifying registration, reporting and other compliances, and
the requirements that may apply to us as an employer, would include the following:

• Employee’s Compensation Act, 1923.

• Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.
• Employees’ State Insurance Act, 1948.
• The Equal Remuneration Act, 1976.
• Maternity Benefit Act, 1961.
• Minimum Wages Act, 1948.
• Payment of Bonus Act, 1965.
• Payment of Gratuity Act, 1972.
• Payment of Wages Act, 1936.
• The Child Labour (Prohibition and Regulation) Act, 1986.
• The Contract Labour (Regulation and Abolition) Act, 1970.
• The Labour Welfare Fund Act, 1965.
• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
• Industrial Employment (Standing Orders) Act, 1946
• Industrial Disputes Act, 1947

In order to rationalize and reform labour laws in India, the Government of India has framed four labour codes,
namely:

(a) The Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the President
of India on September 28, 2020, and proposes to subsume certain existing legislations, including the
Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, and the Inter-State Migrant
Workmen (Regulation of Employment and Conditions of Service) Act, 1979. This code proposes to provide
for, among other things, standards for health, safety and working conditions for employees of
establishments, and will come into effect on a date to be notified by the Central Government.

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(b) The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020,
and proposes to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade
Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. The Industrial Relations
Code, 2020 will come into effect on a date to be notified by the Central Government.

(c) The Code on Wages, 2019 received the assent of the President of India on August 8, 2019. Through its
notification dated December 18, 2020, the Government of India brought into force certain sections of the
Code on Wages, 2019 pertaining to the central advisory board. The remaining provisions of this code will
be brought into force on a date to be notified by the Government of India. It proposes to subsume four
separate legislations, namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the
Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976.

(d) The Code on Social Security, 2020 received the assent of the President of India on September 28, 2020.
Through its notification dated April 30, 2021, the Government of India brought into force Section 142 of
the Code on Social Security, 2020 which lays down that a person must have a valid Aadhaar in order to
avail benefits or services under the code. The remaining provisions of this code will be brought into force
on a date to be notified by the Government of India. It proposes to subsume several separate legislations
including the Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Employment Exchanges
(Compulsory Notification of Vacancies) Act, 1959, the Maternity Benefit Act, 1961, and the Payment of
Gratuity Act, 1972.

Laws related to gig workers

There are certain state specific laws in relation to our service professionals which may become applicable to us,
which are as follows:
Rajasthan Platform Based Gig Workers (Registration and Welfare) Act, 2023
The Rajasthan Platform Based Gig Workers (Registration and Welfare) Act, 2023 (“RPBGWA”) provides for
constitution of the Rajasthan Platform Based Gig Workers Welfare Board and welfare fund for platform-based
gig workers, register platform based gig workers and aggregators in the State of Rajasthan and facilitate
guarantee of social security to platform based gig workers. Further, the RPBGWA provides for a platform based
gig workers welfare fee, which shall be payable by the aggregator at such rate of the value of each transaction
related to platform based gig worker as may be notified by the Rajasthan State Government. The RPBGWA
also mandates an opportunity to be heard for any grievances and appropriate grievance redressal mechanism as
specified in the RPBGWA and participate in all decisions taken for their welfare through representation in the
board. The penalty for any aggregator who contravenes / fails to adhere to the provisions of RPBGWA or rules
made thereunder may extend up to five lakh rupees for the first contravention and up to fifty lakh rupees for
subsequent contravention.
The Karnataka Platform Based Gig Workers (Social Security and Welfare) Act, 2025
The Karnataka Platform Based Gig Workers (Social Security and Welfare) Act, 2025 ("Gig Workers Act")
has been enacted to ensure the welfare and social security of platform-based gig workers in Karnataka. It
mandates the registration of gig workers and aggregators, regulates working conditions, and provides
mechanisms for grievance redressal and disputes. The Gig Workers Act establishes the Karnataka Platform
Based Gig Workers Welfare Board to implement social security schemes, register workers and platforms,
collect and monitor welfare contributions, and collect data of the work done by the aggregator’s platforms.
Aggregators are required to provide fair contracts, timely payouts, and ensure reasonable working conditions.
Aggregators are also required to disclose automated system parameters and nominate human points of contact.
Gig workers are entitled to unique IDs, social security benefits, and a two-tier grievance redressal mechanism.
Appeals can be made to a state-notified appellate authority. Certain penalties have also been provided for
contravention of the provisions of Gig Workers Act. In furtherance of the Gig Workers Act, the state
government of Karnataka has released the draft Karnataka Platform Based Gig Workers (Social Security and
Welfare) Rules, 2025.
The Jharkhand Platform Based Gig Workers (Registration and Welfare) Bill, 2024
The Government of Jharkhand has released the draft of the Karnataka Platform Based Gig Workers (Social
Security and Welfare) Bill, 2024 (“Jharkhand Bill”). The Jharkhand Bill envisages the protection of rights of
platform based gig workers, placing obligations on aggregators in relation to social security, occupational health

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and safety, transparency in automated monitoring and decision-making systems, establishment of dispute
resolution mechanisms, establishment of a welfare board, creation of a welfare fund for platform based gig
workers and mandatory registration of platform based gig workers and aggregators in the State of Jharkhand.
The Jharkhand Bill also envisages the penalty for any aggregator who contravenes / fails to adhere to the
provisions of the proposed act shall not be less than fifty thousand rupees and may extend to five lakh rupees.
If the contravention is continued after the conviction, further penalty may extend to five thousand rupees for
each day till the date such contravention continues.
Telangana Gig and Platform Workers (Registration, Social Security and Welfare) Act, 2025 (Draft Bill)
The Government of Telangana has released the draft of the Telangana Gig and Platform Workers (Registration,
Social Security and Welfare) Act, 2025 (“Telangana Bill”). The Telangana Bill provides for a rights based
legal framework for platform based gig workers, placing obligations on aggregators in relation to social security,
occupational health and safety, transparency in automated monitoring and decision-making systems,
establishment of dispute resolution mechanisms, establishment of a welfare board, creation of a welfare fund
for platform based gig workers and mandatory registration of platform based gig workers and aggregators.
Bihar Platform-Based Gig Workers Bill, 2025
The Bihar legislative assembly has recently passed the Bihar Platform-Based Gig Workers Bill, 2025 (“Bihar
Bill”) which establishes a legal framework for the registration, welfare, and protection of gig and platform-
based workers situated in Bihar. The Bihar Bill applies to all aggregators and platforms operating in the state
and mandates them to register themselves and their gig workers with a newly created Bihar platform-based gig
workers welfare board. The Bihar Bill requires transparent data maintenance, grievance redressal mechanisms,
periodic reporting, and prescribes penalties for non-compliance, with the aim of improving social protection
and working conditions for gig workers.
III. Environmental Legislation

Plastic Waste Management Rules, 2016

Under the Plastic Waste Management Rules, 2016, all institutional generators of plastic waste, are required to
inter alia, segregate and store the waste generated by them in accordance with the Municipal Solid Waste
(Management and Handling) Rules, 2000, as amended, and handover segregated wastes to authorized waste
processing or disposal facilities or deposition centres, either on its own or through the authorized waste
collection agency.

E-Waste Management Rules, 2022 (“E-Waste Rules”)

The E-Waste Rules apply to a manufacturer, producer, refurbisher, dismantler and recycler involved in the
manufacture, sale, transfer, purchase, refurbishing, dismantling, recycling and processing of e-waste or
electrical and electronic equipment specified in the E-Waste Rules, who are required to be registered on an
online portal developed by the central pollution control board. The E-Waste Rules sets out, amongst others, the
responsibilities of a manufacturer, producer, refurbisher or recycler, the procedure for storage of e-waste. All
the refurbishers shall have the responsibility to collect e-waste generated during the process of refurbishing and
hand over the waste to registered recyclers and upload information on the portal and they are required to file
annual and quarterly returns in the laid down form on the portal.

Water Purification System (Regulation of Use) Rules, 2023 (“Water Purification Rules”)

The Water Purification System (Regulation of Use) Rules, 2023 have been introduced to regulate the use and
sale of water purifiers in India. These Water Purification Rules have come into effect on November 10, 2024
and focus on ensuring that water purification systems meet stringent quality and safety standards for public
health. They require manufacturers to comply with standards related to product performance, safety, labelling,
and certification. The rules aim to reduce the risks associated with unsafe or ineffective water purifiers in the
market. However, clarity is still awaited on certain aspects, particularly regarding the full applicability of these
rules across different stakeholders in the supply chain.

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IV. Intellectual Property Laws

The Trade Marks Act, 1999 (the “Trademarks Act”)

The Trademarks Act governs the statutory protection of trademarks and prohibits any use of deceptively similar
trademarks, among others. The purpose of the Trade Marks Act is to grant exclusive rights to marks such as a
brand, label and heading, and to obtain relief in case of infringement of registered trademarks. Indian law
permits the registration of trademarks for both goods and services. Under the provisions of the Trademarks Act,
an application for trademark registration may be made before the Trademark Registry by any person claiming
to be the proprietor of a trademark, whether individual or joint applicants, and can be made on the basis of either
actual use or intention to use a trademark in the future. Once granted, a trademark registration is valid for 10
years unless cancelled, subsequent to which, it can be renewed. If not renewed, the mark is removed from the
register of trademarks and the registration is required to be restored. Further, simultaneous protection of
trademarks in India and other countries has been made available to owners of Indian and foreign trademarks.

The Patents Act 1970 (the “Patents Act”)

The Patents Act governs the patent regime in India. A patent under the Patents Act is an intellectual property
right relating to inventions and grant of exclusive right, for limited period, provided by the Government to the
patentee, in exchange of full disclosure of his invention, for excluding others from making, using, selling and
importing the patented product or process or produce that product. Being a signatory to the Agreement on Trade
Related Aspects of Intellectual Property Rights, India is required to recognize product patents as well as process
patents. In addition to the broad requirement that an invention must satisfy the requirements of novelty, utility
and non-obviousness in order for it to avail patent protection, the Patents Act further provides that patent
protection may not be granted to certain specified types of inventions and materials even if they satisfy the
above criteria.

The Copyright Act, 1957 and the Copyright Rules, 2013 (the “Copyright Rules”)

The Copyright Rules governs copyright protection in India. Even while copyright registration is not a
prerequisite for acquiring or enforcing a copyright in an otherwise copyrightable work, registration under the
Copyright Rules acts as prima facie evidence of the particulars entered therein and helps expedite infringement
proceedings and reduce delay caused due to evidentiary considerations. The Copyright Rules prescribe a fine,
imprisonment or both for violations, with enhanced penalties on second or subsequent convictions.

The Design Act, 2000 (the “Design Act”)

The Design Act consolidates and amends the law relating to the protection of designs. The Design Act is a
complete code in itself and is statutory in nature and protects new or original designs from getting copied which
cause loss to the proprietor. The proprietor upon registration gets ‘copyrights in design’ for the period of 10
years from the date of registration which can be renewed for a second period of five years, before the expiration
of the original period of 10 years. The controller registers a design under this Act after verifying that the design
of any person, claiming to be the proprietor, is the new or original design not previously published anywhere in
any country and is not against any public policy or morality. Any obvious or fraudulent imitation of a design,
which is already registered, without the consent of its proprietor, is unlawful. It also prohibits the import of any
material which closely resembles a registered design. The Central Government also drafted the Design Rules,
2001 under the authority of the Design Act for the purposes of specifying certain prescriptions regarding the
practical aspects related to designs such as payment of fees, register for designs, classification of goods, address
for service, restoration of designs, etc.

V. Foreign Investment and Trade Regulations

Foreign Exchange Laws

Foreign investment in India is governed by the provisions of Foreign Exchange Management Act, 1999
(“FEMA”) along with the rules, regulations and notifications made by the Reserve Bank of India (“RBI”)
thereunder, and the consolidated Foreign Direct Investment (“FDI”) Policy (“FDI Policy”) (effective from
October 15, 2020) issued by the Department of Industrial Policy and Promotion (“DIPP”), Ministry of
Commerce and Industry, Government of India from time to time. The FDI Policy consolidates all the press
notes, press releases, and clarifications on FDI issued by DIPP. Further, the RBI has enacted the Foreign

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Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”) and the Foreign Exchange
Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 which regulate the
mode of payment and reporting requirements for investments in India by a person resident outside India. The
FEMA, the FEMA Rules, and the FDI Policy prescribe certain requirements with respect to downstream
investments by Indian companies that are owned or controlled by foreign entities and with respect to foreign
investment into India and transfer of ownership or control of Indian companies in sectors with caps on foreign
investment from resident Indian persons or entity to foreigners, as well as such transactions between foreigners.
Requirements under these laws currently include restrictions on pricing, issue transfer, valuation of shares and
sources of funding for such investments, and may, in certain cases, require prior notice for approval of the
Government of India. Foreign investment is permitted (except in the prohibited sectors) in Indian companies
either through the automatic route or the approval route. Under the FDI Policy, foreign direct investment is
permitted up to 100% on the automatic route, in sectors which are not specifically listed or prohibited in the
FDI Policy (including the information technology sector), subject to applicable laws or regulations, security and
other conditionalities. Accordingly, the FDI Policy permits 100% FDI in our Company under the automatic
route.

Further, in accordance with Press Note No. 4 (2020 Series), dated April 17, 2020, issued by the DPIIT, all
investments by entities of a country which shares land border with India or where the beneficial owner of an
investment into India is situated in or is a citizen of any such country, will require prior approval of the
Government of India, as prescribed in the FDI Policy.

Foreign Exchange Management (Overseas Investment) Rules, 2022 (“ODI Rules”)

The RBI, with an aim to operationalise a new overseas investment regime, has introduced the ODI Rules and
the Foreign Exchange Management (Overseas Investment) Regulations, 2022 (“ODI Regulations”), vide
Notification No. G.S.R. 646(E) and Notification No. FEMA 400/2022-RB dated August 22, 2022, respectively.
Further, the Foreign Exchange Management (Overseas Investment) Directions, 2022 (“ODI Directions”) were
introduced to be read with the ODI Rules and the ODI Regulations. The new regime simplifies the framework
to cover wider economic activity and thereby, significantly reducing the need for specific approvals. Investment
may be made by an Indian entity only in a foreign entity engaged in activities permissible under the law in force
in India and the host jurisdiction. Any manner of overseas direct investment by an Indian entity shall be made
as prescribed in the ODI Rules, namely: (i) subscription as part of MoA or purchase of equity capital, (ii)
acquisition through bidding or tender procedure, (iii) acquisition of equity capital by way of rights issue or
allotment of bonus shares, (iv) capitalisation of any amount due from the foreign entity subject to applicable
conditions, (v) swap of securities, and (vi) merger, demerger, amalgamation or any scheme of arrangement.

Foreign Trade (Development and Regulation) Act, 1992 (“FTA”)

The FTA seeks to provide for the development and regulation of foreign trade by facilitating imports into, and
augmenting exports from, India. The FTA provides that no person shall make any import or export except under
an importer-exporter code number (“IEC”) granted by the Director General of Foreign Trade, Ministry of
Commerce (“DGFT”). The IEC granted to any person may be suspended or cancelled inter alia in case the
person contravenes any of the provisions of FTA or any rules or orders made thereunder or the DGFT or any
other officer authorized by him has reason to believe that any person has made an export or import in a manner
prejudicial to the trade relations of India. Any person who makes any export or import in contravention of any
provision of this Act or any rules or orders made thereunder, or the foreign trade policy would become liable to
a penalty under the FTA.

Customs Act, 1962 (“Customs Act”), the Customs Tariff Act, 1975 and rules made thereunder

The provisions of the Customs Act and rules made thereunder are applicable to imported goods i.e. goods
brought into India from a place outside India (except goods cleared for home consumption) and export goods
i.e. goods which are to be taken out of India to a place outside India. Imported goods and export goods are
subject to duties of customs as specified under the Customs Tariff Act, 1975.

VI. Other applicable legislations

In addition to the aforementioned material legislations which are applicable to us, some of the tax legislations
that may be applicable to our operations include:

(i) Income Tax Act 1961, the Income Tax Rules, 1962, as amended by the Finance Act in respective years;

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 (ii) Central Goods and Service Tax Act, 2017, the Central Goods and Service Tax Rules, 2017 and various
state-wise legislations made thereunder;
(iii) The Integrated Goods and Service Tax Act, 2017 and rules thereof;
(iv) Professional tax related state-wise legislations; and
(v) Indian Stamp Act, 1899 and various state-wise legislations made thereunder.

In addition to the above, we are also governed by the provisions of the Companies Act and rules framed
thereunder, fire-safety related laws, the Indian Contract Act, 1872, Insolvency and Bankruptcy Code, 2016, the
Competition Act, 2002 and other applicable laws and regulations imposed by the Central Government and State
Governments and other authorities for our day-to-day business.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was incorporated as “UrbanClap Technologies India Private Limited”, a private limited company
under the Companies Act, 2013, pursuant to a certificate of incorporation issued by the Registrar of Companies,
National Capital Territory of Delhi and Haryana situated at New Delhi, India, on December 22, 2014. Upon
conversion of our Company into a public limited company, pursuant to a Board resolution dated January 21,
2025 and a Shareholders’ resolution dated January 31, 2025, the name of our Company was changed to
“UrbanClap Technologies India Limited” and a fresh certificate of incorporation was issued by the RoC on
February 13, 2025. The name of our Company was changed to “Urban Company Limited” pursuant to a Board
resolution dated February 19, 2025 and a special resolution dated March 18, 2025 passed by the Shareholders,
consequent upon which, a fresh certificate of incorporation dated April 2, 2025 was issued by the RoC.

Changes in the Registered Office of our Company

Except as disclosed below, there has been no change in the registered office of our Company since its
incorporation.

Date of change Details of change in the registered office Reasons for change
February 9, 2015 Registered office moved from 122-B, 1st Floor, Bikaji Cama Place, Administrative
Delhi – 110 066 India to 165 A, Second Floor, Gautam Nagar, New convenience
Delhi – 110 049, Delhi, India.
July 12, 2016 Registered office moved from 165 A, Second Floor, Gautam Nagar,
New Delhi – 110 049, Delhi India to F-130, Ground Floor, Street No. 7,
Pandav Nagar, New Delhi 110 091, Delhi, India.
March 27, 2019 Registered office moved from F-130, Ground Floor, Street No. 7,
Pandav Nagar, New Delhi 110 091, Delhi, India to 161, B/4, 4 th Floor,
Gulmohar House, Green Park, New Delhi 110 049, Delhi, India.
May 14, 2020 Registered office moved from 161, B/4, 4th Floor, Gulmohar House,
Green Park, New Delhi 110 049, India to R-5, PNR House, Green Park
Market, New Delhi 110 016, Delhi, India.
November 1, 2022 Registered office moved from R-5, PNR House, Green Park Market,
New Delhi 110 016, Delhi, India to Unit No. 8, Ground Floor, Rectangle
1, D – 4, Saket District Centre, New Delhi 110 017, Delhi, India.

Main objects of our Company

The main objects contained in our Memorandum of Association are as follows:

1. To carry on the business in India and abroad, of accessing, tabulating and providing business
information about the characteristics, interest and other attributes of various types of businesses,
projects, individuals, organizations and countries including printing, publishing, editing of books,
newspapers, magazines, periodicals and journals.

2. To act as consultants and advisors on matters and problems relating to business information including
to access, analyse, process, interpret, distribute and executive data, statistics and information relating
to any type of business or industry.

3. To arrange for systematic communication of business information including making use of modern
communication aids and facilities like computers and other electronic data processing machines, tax
and telex.

4. To carry on the business of manufacture, develop, design, research, assemble, supply, install, import,
export, sell, servicing agents and deal in all kinds of telecommunication and telematics equipments,
tele information equipments, satellite communication terminals, intercommunication apparatus and
equipment for commercial, public and private uses and provide services in direct mailing systems.

5. To carry on the business of advertising and publicity agents, consultants and contractors in all its
branches, designer of advertisements, press agents, News agents, Printing agents, Newspaper cutting
agents, bills posters commission agents, promoters of or organisers of or agents for all types of

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 advertisement or publicity schemes and methods inclusive of all types of advertisement or publicity
schemes and methods inclusive of all types of advertisement through cinema medium at both national
and international levels. To carry on the business of agents of and producing advertisement films.

6. To carry on the business of advertising agency of providing to the advertiser a complete range of
national and international advertising services on all mass media, like radio, television, cable network,
Cinema, video, hoarding, kiosks bus panels, water trolleys, auto rickshaws, taxis, newspaper, foreign
and Indian magazines and films and to carry on the business of advertising consultancy and
professional market research, collection of database and provide information consultancy.

7. To set up and run electronic data processing centres, designing and development of system and
application software, carrying feasibility studies for computerization, manufacturing and setting up
computer system, peripherals and related consumables.

8. To carry on in India and elsewhere in the world, whether as owner, manager, operator, consultant,
partner, adviser or otherwise, the business of creating technology and developing software for the
purpose of facilitating online sale and purchase of any and all kinds of goods, services, commodities
and merchandise.

9. To carry on the business of providing solutions and services related to Web Technologies, Internet and
E-Commerce, including to design, develop, maintain, operate, own, establish, install, host, provide,
create, facilitate, supply, sale, purchase, licence or otherwise deal in Internet portals, Internet
networks, Media Portals, Internet solutions, Internet gateways, Internet service providers, E-
commerce, Web-site designing, Web based and Web enabled services and applications, E-commerce
service provider, E-commerce solutions, E-commerce platforms, E-commerce education, E-commerce
technologies and E-business solutions.

10. To develop expertise and impart education in the fields of information technology.

11. To identify and acquire/ invest in Companies and enterprises including forming joint venture and act
as a Holding company in businesses holding prospects of growth including investing in Companies
dealing in Telecom Ventures, ISP Business, WEB portal business, IT server farms and hosting
business, digital service provider business, IT software development business, multimedia software
development business and any other business activity in the areas of telecommunications and
information technology.

12. To carry on and promote in and outside India, the business of developing, designing, labelling, storage,
buying, selling, exchanging, importing, exporting, warehousing, leasing, hiring, repairing, marketing,
advertising, trading and dealing in all kinds of products and merchandise, whatsoever in nature, for
the consumer, retail and wholesale market by means of managing of and/or listing on e-commerce
websites, m-commerce websites, mobile applications or other platforms including but not limited to by
way of establishing, operating and managing stores or outlets on its own or in association with others
for any person including the government and non-government organisations.

Amendments to our Memorandum of Association in the last 10 years

Set out below are the amendments to our Memorandum of Association in the last 10 years, except as disclosed
under “ - Changes in the registered office of our Company” above:

Date of Shareholder’s
Particulars
resolution/ Effective date
October 30, 2015 Clause V of the Memorandum of Association was amended to reflect the sub-
division in authorised share capital from ₹1,439,110 divided into 128,910 Equity
Shares of ₹1 each and 13,102 compulsorily convertible preference shares of ₹100
each to ₹1,439,110 divided into 128,910 Equity Shares of ₹1 each and 131,020
compulsorily convertible preference shares of ₹10 each.
October 30, 2015 Clause V of the Memorandum of Association was amended to reflect the increase
in authorised share capital from ₹1,439,110 divided into 128,910 Equity Shares of
₹1 each and 131,020 compulsorily convertible preference shares of ₹10 each to
₹2,408,680 divided into 168,230 Equity Shares of ₹1 each and 224,045
compulsorily convertible preference shares of ₹10 each.

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 Date of Shareholder’s
Particulars
resolution/ Effective date
January 18, 2017 Clause V of the Memorandum of Association was amended to reflect the increase
in authorised share capital from ₹2,408,680 divided into 168,230 Equity Shares of
₹1 each and 224,045 compulsorily convertible preference shares of ₹10 each to
₹2,422,700 divided into 168,230 Equity Shares of ₹1 each and 225,447
compulsorily convertible preference shares of ₹10 each.
June 10, 2017 Clause V of the Memorandum of Association was amended to reflect the increase
in authorised share capital from ₹2,422,700 divided into 168,230 Equity Shares of
₹1 each and 225,447 compulsorily convertible preference shares of ₹10 each to
₹2,894,800 divided into 168,330 Equity Shares of ₹1 each and 272,647
compulsorily convertible preference shares of ₹10 each.
November 17, 2018 Clause V of the Memorandum of Association was amended to reflect the increase
in authorised share capital from ₹2,894,800 divided into 168,330 Equity Shares of
₹1 each and 272,647 compulsorily convertible preference shares of ₹10 each to
₹3,420,220 divided into 168,330 Equity Shares of ₹1 each and 325,189
compulsorily convertible preference shares of ₹10 each.
July 27, 2019 Clause V of the Memorandum of Association was amended to reflect the increase
in authorised share capital from ₹3,420,220 divided into 168,330 Equity Shares of
₹1 each and 325,189 compulsorily convertible preference shares of ₹10 each to
₹3,676,000 divided into 218,330 Equity Shares of ₹1 each and 345,767
compulsorily convertible preference shares of ₹10 each.
April 13, 2021 Clause V of the Memorandum of Association was amended to reflect the increase
in authorised share capital from ₹3,676,000 divided into 218,330 Equity Shares of
₹1 each and 345,767 compulsorily convertible preference shares of ₹10 each to
₹4,203,513 divided into 240,943 Equity Shares of ₹1 each and 396,257
compulsorily convertible preference shares of ₹10 each.
June 6, 2022 Amendment to Clause III(a) of the Memorandum of Association to reflect change
in the objects of our Company to include –

“12) To carry on and promote in and outside India, the business of developing,
designing, labelling, storage, buying, selling, exchanging, importing, exporting,
warehousing, leasing, hiring, repairing, marketing, advertising, trading and
dealing in all kinds of products and merchandise, whatsoever in nature, for the
consumer, retail and wholesale market by means of managing of and/or listing on
e-commerce websites, m-commerce websites, mobile applications or other
platforms including but not limited to by way of establishing, operating and
managing stores or outlets on its own or in association with others for any person
including the government and non-government organisations.”
January 31, 2025 Clause V of the Memorandum of Association was amended to reflect the increase
in authorised share capital from ₹4,203,513 divided into 240,943 Equity Shares of
₹1 each and 396,257 compulsorily convertible preference shares of ₹10 each to ₹
2,503,962,570 divided into 2,500,000,000 Equity Shares of ₹ 1 each and 396,257
compulsorily convertible preference shares of ₹ 10 each.
Clause I of the Memorandum of Association was amended to reflect the change in
name from ‘UrbanClap Technologies India Private Limited’ to ‘UrbanClap
Technologies India Limited’.
March 18, 2025 Clause I of the Memorandum of Association was amended to reflect the change in
name from ‘UrbanClap Technologies India Limited’ to ‘Urban Company
Limited’.

Major events and milestones of our Company

The table below sets forth some of the key events and milestones in our history:

Financial Year Milestones

2018 Launched operations of home services in Dubai.
2019 Partnership arrangement vide a memorandum of understanding entered into with National Skill
Development Corporation, India.
2020 Rebranded to ‘Urban Company’.
2023 Launched Native Water Purifiers.
2024 Entered into an agreement to form a joint venture executed by and between our Company and Saneem
Investment Company, a company incorporated under the laws of the Kingdom of Saudi Arabia.
2024 Partnership with NITI Aayog to scale up women-led MSMEs

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Awards, accreditations and recognition

The table below sets forth some of the key awards, accreditations and recognition received by our Company:

Calendar Year Awards, accreditations and recognition

2025 Received Startup of the Year Award at the Economic Times Startup Awards 2025 |
2025 Received ‘AI Driven Innovation’ award at the Gen AI and Analytics Summit and Awards 2025
2024 Received the ‘Best D2C gamechanger brand: Consumer durables’ at the e4m D2C Revolution Summit and
Awards 3.0.
2023 Recognised as “one of the promising brands” awarded by the Economic Times
2023 Received ‘Excellence Award’ awarded by BrandXcel
2022 Received ‘Covid-lead Business Transformation’ award at the Economic Times Startup Awards
2022 Received Socio Story India Impact Award for work done towards partner enablement under environmental,
social and governance
2021 Received ‘IBLA Young Turk of the Year’ award by CNBC TV-18
2020 Ranked 17 in Deloitte’s Technology Fast 50 India 2020 ranking
2019 Ranked in 83 in Deloitte’s Technology Fast 500 Asia Pacific 2019 ranking
2019 Received ‘Pitch Top 50 Brands’ award by Pitch, an e4m initiative.
2016 Winner of India Digital Awards 2016 (Digital Start-Up of the Year) by Internet and Mobile Association of
India
2015 Ranked 2 in the Start-Up of the Year Award 2015 at the Express IT Awards awarded by the Financial Express

Significant financial and strategic partnerships

Except as disclosed in “- Summary of key agreements and shareholders’ agreement – Business collaboration
agreement dated July 2, 2025 between our Company, UT DMCC and Noon Food LLC(“Noon”)” and “-
Summary of key agreements and shareholders’ agreement – Business collaboration agreement dated July 8,
2025 between our Company, its Joint Venture Company WAED Khadmat Al-Munzal for Marketing
(“WKAM”) and Arabian Marketplace Trading LLC (“AMT”)” on pages 271 and 272 of this section, as of the
date of this Red Herring Prospectus, our Company does not have any significant financial or strategic
partnerships.

Time/cost overrun in setting up projects

As on the date of this Red Herring Prospectus, there has been no time or cost over-run in respect of our business
operations.

Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks

As on the date of this Red Herring Prospectus, there has been no instance of rescheduling/ restructuring of
borrowings with financial institutions/banks in respect of our Company’s borrowings.

Launch of key products or services, entry into new geographies or exit from existing markets, location of
projects

For details of key products or services, entry into new geographies or exit from existing markets, location of
projects, see “Our Business” beginning on page 218.

Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation,

any revaluation of assets, etc. in the last 10 years

Except as disclosed below, our Company has not made any material acquisitions or divestments of
business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years.

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Acquisition of Handy Home Solutions Private Limited
Share Purchase Agreement dated June 2, 2016 entered into by and amongst Akash Pradeep Goel, Bonish
Gandhi, Manthan Shah, Harmin Shah, Aditya Gupta, Advitiya Sharma (collectively, “Sellers”), Kae Capital
Fund II, Kalysta Capital Fund II (Mauritius), Bessemer India Capital Holdings II Ltd. (collectively,
“Investor Sellers”), Handy Home Solutions Private Limited and our Company.
Our Company, Sellers and Investor Sellers have entered into a share purchase agreement dated June 2, 2016
with Handy Home (“HH Share Purchase Agreement”) pursuant to which our Company has purchased 46,679
fully paid-up equity shares of Handy Home bearing face value of ₹ 10 each from the Sellers and Investor Sellers,
for a consideration of ₹ 323.30 for each equity share aggregating up to ₹ 15.09 million. The valuation was
determined pursuant to a valuation certificate dated August 22, 2016 prepared by M/s Sangal & Associates,
Chartered Accountants, an independent valuer. The effective date on which this HH Share Purchase Agreement
has come into force is June 2, 2016. The HH Share Purchase Agreement and the valuation certificate have also
been included in “Material Contracts and Documents for Inspection – Material Documents” on page 553.
Guarantees provided to third parties by promoters offering Equity Shares in the Offer for Sale

Our Promoters are not participating in the Offer for Sale.

Summary of key agreements and shareholders’ agreements

As on the date of this Red Herring Prospectus, other than as disclosed below, our Company is not a party to any
subsisting shareholders’ agreements vis-a-vis our Company. Further, as on the date of this Red Herring
Prospectus, there are no inter-se agreements/arrangements or any deeds of assignment, acquisition agreements,
financing agreements, agreements of like nature with respect to our Company that our Company, our Promoters
and/or Shareholders are a party to and there are no other agreements/arrangement and clauses/covenants with
respect to our Company that our Company is a party to, or of which it is aware, which are material and which
need to be disclosed or non-disclosure of which may have a bearing on the investment decision in the Offer.
Further, except as disclosed below, there are no clauses/covenants which are adverse/pre-judicial to the interest
of the minority/public shareholders of our Company.

Restated Inter-Company Agreement for IP Licensing and Services dated October 22, 2024 entered into
between our Company and Urban Home Experts Pte. Limited (“Urban Home Experts”), (“Urban Home
Restated Agreement”)
Pursuant to the Urban Home Restated Agreement, our Company has agreed to provide Urban Home Experts
with administrative support services and has granted a non-exclusive right and license to Urban Home Experts
for using our Company’s intellectual property solely in connection with its business within Singapore. Urban
Home Experts is required to pay an annual licensing fee of 5% of its total revenue, along with certain service
fee and an arms-length mark-up, to our Company. The term of the Urban Home Restated Agreement is three
years with effect from April 1, 2024 and can thereafter be reviewed.

Restated Inter-Company Agreement for IP Licensing and Services dated October 22, 2024 entered into
between our Company and Urbanclap Technologies DMCC (“UT DMCC”), (“DMCC Restated Agreement”)
Pursuant to the DMCC Restated Agreement, our Company has agreed to provide UT DMCC with administrative
support services and has granted a non-exclusive right and license to UT DMCC for using our Company’s
intellectual property solely in connection with its business within Dubai Multi Commodities Centre. UT DMCC
is required to pay an annual licensing fee of 5% of its total revenue, along certain service fee and an arms-length
mark-up, to our Company. The term of the DMCC Restated Agreement is three years with effect from April 1,
2024 and can thereafter be reviewed.

Restated Inter-Company Agreement for IP Licensing and Services dated October 22, 2024 entered into
between our Company and its wholly owned subsidiary, Handy Home Solutions Private Limited (“Handy
Home”), (“HH Restated Agreement”)
Pursuant to the HH Restated Agreement, our Company has agreed to provide Handy Home with administrative
and additional support services, and granted a non-exclusive right and license to Handy Home for using
Company’s intellectual property solely in connection with its business of B2B wholesale trading of goods and
services. Additionally, both the parties have agreed to take up additional responsibilities determined via
mutually agreed addenda. Further, our Company and Handy Home have agreed to second their respective

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employees to each other for providing services as per the HH Restated Agreement. Handy Home is required to
pay an annual licensing fee of 5% of its gross profit, along with other fees to our Company. The term of the HH
Restated Agreement is three years with effect from April 1, 2024 and can thereafter be reviewed.

Intellectual Property Licensing Agreement dated February 10, 2025 entered into between our Company and
Handy Home Solutions Private Limited (“Handy Home”), (“HH IP Licensing Agreement”)

Pursuant to the HH IP Licensing Agreement, our Company has granted Handy Home, a royalty-bearing, non-
transferable, non-assignable and sub-licensable (to the extent of the HH IP Licensing Agreement), right and
license to Handy Home for using Company’s intellectual property. Our Company’s intellectual property in this
regard includes a license to inventions (“IP Products”) and all intellectual property rights in relation thereto
including, without limitation, any patents pending or granted, that pertain to any aspect or feature of the
invention. Handy Home is permitted to sublicense such rights granted as per the HH IP Licensing Agreement
to a third party that is authorized to manufacture the IP Products solely on behalf and for the benefit of Handy
Home. Handy Home is required to pay a licensing fee of 5% of its total gross profit margin of the sold IP
Products to our Company. The term of the IP Licensing Agreement is three years with effect from January 1,
2025 and can thereafter be renewed automatically for a subsequent period of three years.

Intellectual Property Licensing Agreement dated December 17, 2024 entered into between our Company and
its Joint Venture Company WAED Khadmat Al-Munzal for Marketing (“WKAM”) (“WKAM IP Licensing
Agreement”)

Pursuant to the WKAM IP Licensing Agreement, our Company has granted a non-transferable, non-assignable,
non-sub-licensable, exclusive and revocable limited license to WKAM for using Company’s intellectual
property, to its joint venture company WKAM, established pursuant to a joint venture agreement dated March
5, 2024 (“JVA”). The intellectual property includes our Company’s brand name, domain name and our
technology stack. The grant of such right is solely in connection with WKAM’s business within the Kingdom
of Saudi Arabia and such other countries forming part of the Extended Territory (as defined in the JVA). WKAM
is required to pay higher of (i) 2% (two percent) of its annual net revenue or (ii) USD 400,000 for the provision
of services related to license and technology support to our Company. The term of the IP Licensing Agreement
with respect to (i) the brand name and domain name of our Company, shall be for a period of twelve months
from the date of issuance of the commercial registration certificate to WKAM and (ii) the technology stack,
shall be till the Cessation Date (as per the JVA).

License agreement dated February 1, 2023 between our Company and Urban Home Experts read with
addendum dated August 18, 2025(“Native License Agreement”)

Pursuant to the Native License Agreement, our Company has been granted the license to use the ‘Native’
trademark (registered under the name of Urban Home Experts) in relation to the retail trade of certain products,
including water purifiers, air-conditioners, electrical appliances. Our Company also has the right to grant a sub-
license subject to receiving prior written consent from Urban Home Experts. Our Company was required to pay
Urban Home Experts a consideration of ₹ 0.20 million per annum until March 31, 2025. As per the addendum
dated August 18, 2025, from April 1, 2025, the Company is required to pay legal registration and protection
cost incurred by Urban Home Experts on a cost-to-cost basis and the same shall be in the nature of expense
reimbursement. The arm’s length compensation shall be re-visited after two years from August 18, 2025. The
Native License Agreement shall continue until December 31, 2032, after which, it shall automatically expire,
unless otherwise mutually agreed to, between the parties.

Business collaboration agreement dated July 2, 2025 between our Company, UT DMCC and Noon Food
LLC (“Noon”) (“Noon Collaboration Agreement”)

Pursuant to the Noon Collaboration Agreement, UT DMCC has been enabled to list and offer certain services
on the e-commerce website and mobile application of Noon (“Noon App”), in the United Arab Emirates. UT
DMCC is required to pay Noon an agreed consideration as per the Noon Collaboration Agreement. Our
Company is a confirming party to the Noon Collaboration Agreement. The Noon Collaboration Agreement is
valid for a fixed term as per the Noon Collaboration Agreement, after which, it shall automatically renew for
one year, unless a written notice is provided by either party at least 90 days prior to the end of the initial term.

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Business collaboration agreement dated July 8, 2025 between our Company, its Joint Venture Company
WAED Khadmat Al-Munzal for Marketing (“WKAM”) and Arabian Marketplace Trading LLC (“AMT”)
(“AMT Collaboration Agreement”)

Pursuant to the AMT Collaboration Agreement, WKAM has been enabled to list and offer certain services on
the e-commerce website and mobile application of Noon (“Noon App”), which is owned and operated by Noon
Food LLC and its affiliates, AMT being one of the affiliates of Noon Food LLC, in the Kingdom of Saudi
Arabia. WKAM is required to pay AMT an agreed consideration as per the AMT Collaboration Agreement.
Our Company is a confirming party to the AMT Collaboration Agreement. The AMT Collaboration Agreement
is valid for a fixed term as per the AMT Collaboration Agreement, after which, it shall automatically renew for
one year, unless a written notice is provided by either party at least 90 days prior to the end of the initial term.

Shareholders’ agreement

Amended and Restated Shareholders’ Agreement dated April 22, 2021 read with first amendment agreement
dated June 10, 2021, second amendment agreement dated February 16, 2022, third amendment agreement
dated December 5, 2023 and fourth amendment agreement dated August 16, 2024 executed amongst our
Company, Elevation Capital V Limited (formerly known as SAIF Partners India V Limited) (“Elevation”),
Accel India IV (Mauritius) Limited (“Accel”), Bessemer India Capital Holdings II Ltd. (“BVP”), VYC11
Limited (“VY 1”), VY EM2 Limited (“VY 2”), VYC23 Limited (“VY 3”), Dharana Fund, L.P. (formerly
known as VY Dharana EM Technology Fund L.P.) (“VY 4”), DharanaUC Limited (“VY5”), Steadview
Capital Mauritius Limited (“SCML”), ABG Capital (“ABG”), Steadview Capital Opportunities PCC Cell
0221-009 (“SCOP”), Internet Fund V Pte. Ltd. (“Tiger”), DF International Partners II, LLC (“Dragoneer
1”), DF International Partners V, LLC (“Dragoneer 2”), Wellington Hadley Harbor AIV Master Investors
(Cayman) III, Ltd (“Wellington”), Naspers Ventures B.V. (“Prosus”), Think Investment PCC (“Think”) and
Arohi Seed SPC – Arohi Seed SP-1 (“Arohi”) (each of Elevation, Accel, BVP, VY1, VY2,VY3, VY4, VY5,
SCML, ABG, SCOP, Tiger, Dragoneer 1, Dragoneer 2, Wellington, Prosus, Think and Arohi an “Investor”,
and collectively, the “Investors”), Abhiraj Singh Bhal, Varun Khaitan, Raghav Chandra (each of Abhiraj
Singh Bhal, Varun Khaitan and Raghav Chandra, a “Founder”, and collectively, the “Founders”), Prashant
Malik, Late Ratan Naval Tata, Vamsi Krishna Duvvuri, Mekin Maheshwari, First Lap LLP, RA Hospitality
Holdings Co. Pte. Ltd, QED Innovation Labs LLP, Zishaan Mohammed Hayath, Abhinav Sinha, Pooja
Rana, Aditya Sharma, M/s. Partner Welfare Trust, Sameer Seth, Pawan Kishor, Armish Sonkar, Amrita
Mahale, Shashank Malhotra, Bikiran Goswami, Shailesh Dudhwewala HUF, Gaurav Nigam, Debraj
Ghosh, Ireena Vittal, Elysian Fintech Private Limited, Kalpak Chhajed, Surinder Pal Singh, Amber
Maheshwari, Purushottam Modani, Srinivasarao Kalluri, Abhinav Jain, Sri Harsha Majety, Sanjiv
Rangrass, Venturesail Through LLP (each of Prashant Malik, Late Ratan Naval Tata, Vamsi Krishna
Duvvuri, Mekin Maheshwari, First Lap LLP, RA Hospitality Holdings Co. Pte. Ltd, QED Innovation Labs
LLP, Zishaan Mohammed Hayath, Abhinav Sinha, Pooja Rana, Aditya Sharma, M/s. Partner Welfare Trust,
Sameer Seth, Pawan Kishor, Armish Sonkar, Amrita Mahale, Shashank Malhotra, Bikiran Goswami,
Shailesh Dudhwewala HUF, Gaurav Nigam, Debraj Ghosh, Ireena Vittal, Elysian Fintech Private Limited,
Kalpak Chhajed, Surinder Pal Singh, Amber Maheshwari, Purushottam Modani, Srinivasarao Kalluri,
Abhinav Jain, Sri Harsha Majety, Sanjiv Rangrass, Venturesail Through LLP, an “Angel Investor”, and
collectively, the “Angel Investors”) (“SHA”) as amended by way of the amendment cum waiver agreement
dated March 17, 2025 (“SHA Amendment cum Waiver Agreement”)
The parties to the SHA have entered into the SHA Amendment cum Waiver Agreement to govern their mutual
rights and obligations in relation to our Company till the listing and trading of the Equity Shares of our Company
on BSE and NSE. The SHA also provides for certain restrictions and obligations in relation to the sale and
transfer of shareholding by the Founders, the Investors and the shareholders, including providing right of first
refusal and co-sale right to the Investors in case of sale by any shareholder (including the Founders and the
Angel Investors) and tag-along right of the Investors in case of a sale to competitors.

Pursuant to the terms of the SHA, prior approval of the “Majority Qualifying Investors” (i.e., qualifying
investors that collectively hold, as on the date of consent, at least 67% of the total shares held by all the
qualifying investors, on an as if converted basis; ‘qualifying investors’ means investors that hold at least 4% of
the paid-up capital of our Company, on an as if converted basis) is required in order for our Company to
undertake certain matters, including among others: (i) any change in authorised, subscribed, issued or paid-up
capital, alteration of rights, preference and privileges attached to any shares, (ii) any amendments to the
memorandum of association, including changing the name of our Company or legal status, (iii) all matters
related to public offer of securities, (iv) creating or dissolving any subsidiaries, whether in India or abroad, or

272
any change in the registered or corporate office of our Company, and (v) declaration of any dividend. Further,
prior approval of the “Qualifying Founders” (i.e., majority founders that collectively hold, as on the date of
consent, at least 5% of the total paid-up capital of our Company on an as if converted basis; ‘majority founders’
means (i) at least two Founders acting collectively, until the employment of three Founders is not terminated
for cause or voluntary resignation or (ii) in any other case, all the Founder(s) acting collectively, whose
employment with our Company is not terminated for cause or voluntary resignation) is required in order for our
Company to undertake certain matters, including among others: (i) except in relation to issue of dilution
instruments as provided in the SHA, any change in the authorised, subscribed, issued or paid up capital,
alteration of rights, preference and privileges attached to any shares, (ii) except in relation to issue of dilution
instruments as provided in the SHA, any amendments to the memorandum of association, including changing
the name of our Company or legal status, and (iii) creating or dissolving any subsidiaries, whether in India or
abroad, or any change in the registered or corporate office of our Company.

In view of the Offer, the Parties have entered into the SHA Amendment cum Waiver Agreement, under which
the Parties have amended certain provisions of the SHA and the investors have provided certain waivers,
including, inter alia (i) right to receive reports, information and inspection; (ii) Accel, Elevation and BVP’s
right to nominate a director to the Board; (iii) right to appoint observers to the Board or its committees; (iv)
right of first refusal in respect of the Equity Shares being transferred by the Selling Shareholders in the Offer
for Sale; (v) drag along right for the Equity Shares being transferred by the Selling Shareholders in the Offer
for Sale; and (vi) right of co-sale in respect of the Equity Shares being transferred by the Selling Shareholders
in the Offer for Sale. The SHA Amendment cum Waiver Agreement shall stand automatically terminated and
all amendments and waivers provided under SHA Amendment cum Waiver Agreement, will cease to be
effective upon the earlier of (i) if the listing of the Equity Shares of our Company on the Stock Exchanges
pursuant to the Offer has not occurred within 90 days from the date of conversion of Preference Shares; (ii) if
the listing of the Equity Shares of our Company on the Stock Exchanges is not completed within 18 (Eighteen)
months from the date of filing the pre-filed DRHP with SEBI in the case of a confidential filing in relation to
the Offer, or if the listing of the Equity Shares of our Company on the Stock Exchanges is not completed within
15 (Fifteen) months from the date of filing the DRHP otherwise in relation to the Offer; and (iii) the date on
which the Board or a committee thereof, by way of a resolution passed at its meeting, decide not to undertake
the Offer and/or withdraw any offer document filed with the SEBI.

In accordance with the terms of the SHA read with the SHA Amendment cum Waiver Agreement, the SHA,
including all special rights available to the parties thereunder, shall stand terminated automatically upon the
listing of the Equity Shares pursuant to completion of the Offer, without any further action or deed required by
any other party, except for certain clauses such as composition and size of the Board, non-executive status and
indemnification, confidentiality, governing law, dispute resolution and miscellaneous clause, that will continue
to survive the termination of the Shareholders Agreement, as amended by the Waiver cum Amendment
Agreement. There are no special rights granted by our Company to our Promoters / Shareholders that shall
survive post listing of the Equity Shares and the same shall cease to exist upon listing of the Equity Shares,
without requiring any further action by any party, except for certain clauses as mentioned above, that will
continue to survive the termination of the SHA, as amended by the SHA Amendment cum Waiver Agreement.

The Articles of Association of our Company is divided into two parts, Part A and Part B which, unless the
context otherwise requires, co-exist with each other until the date of listing of the Equity Shares of our Company
on the Indian Stock Exchanges (“Listing Date”). In the event of any inconsistencies between Part A and Part
B, the provisions of Part B shall prevail and be applicable until the Listing Date. All articles of Part B shall
automatically terminate and shall cease to have any force and effect on and from the Listing Date and the articles
of Part A shall continue to be in effect and be in force, without any further corporate action by our Company or
by the Shareholders.

Key terms of other subsisting material agreements

Except as disclosed in “- Summary of key agreements and shareholders’ agreement” on page 270 of this
section our Company has not entered into any subsisting material agreements other than in the ordinary course
of business of our Company.

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Agreements with Key Managerial Personnel or Senior Management or Directors or Promoters or any
other employee

As on the date of this Red Herring Prospectus, there are no agreements entered into by our Key Managerial
Personnel, Senior Management or Directors or Promoters of our Company, either by themselves or on behalf
of any other person, with any shareholder or any other third party with regard to compensation or profit sharing
in connection with dealings in the securities of our Company.

Agreements required under Clause 5A of paragraph A of part A of Schedule III of the SEBI Listing
Regulations

As on the date of this Red Herring Prospectus, except as disclosed under “-Summary of key agreements and
shareholders’ agreements” on page 270, there are no other agreements required to be disclosed under Clause
5A of paragraph A of part A of Schedule III of the SEBI Listing Regulations.

Our Holding Company

As of the date of this Red Herring Prospectus, our Company does not have a holding company.

Associates

As on the date of this Red Herring Prospectus, our Company does not have any associate companies.

Joint Ventures

As of the date of this Red Herring Prospectus, our Company has one joint venture, as set forth below:

Company WAED Khadmat Al-Munzal for Marketing (“WKAM”)

WKAM was incorporated as a limited liability Company on October 10, 2024, under the Saudi Companies Law
issued by the Royal Decree No. (M/132), dated 01/12/1443H and the Implementing Regulations, with the
Ministry of Commerce. The registered office of WKAM is at building no. 8714, Kaab IBN Malik, secondary
no. 2404, Al Olaya Dis, Postal Code No. 12611 Riyadh, Kingdom of Saudi Arabia. The commercial registration
number of WKAM is 1009116014.

Nature of Business

The principal business of WKAM is, among other things, to provide marketing services, as authorized by its
certificate of registration.

Capital Structure

As on the date of this Red Herring Prospectus, the authorised equity share capital of WKAM is one million
SAR (SAR 1,000,000) which is divided into one million (1,000,000) cash shares, each having the equal value
of one SAR (SAR 1) each.

Shareholding Pattern

The issued, subscribed and paid-up share capital of WKAM is one million Saudi Arabian Riyals (SAR
1,000,000) divided into one million (1,000,000) cash shares of one Saudi Arabian Riyals (SAR 1) each.

Our Company, through Urban Home Experts, holds 500,000 cash shares of SAR one each aggregating to 50%
of the total holding of WKAM. Our Company, through Urban Home Experts made a further capital contribution
of one million SAR (SAR 1,000,000).

Amount of Accumulated Profits or Losses

As on the date of this Red Herring Prospectus, there are no accumulated profits or losses that have not been
accounted for by our Company in the Restated Consolidated Financial Information.

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Our Subsidiaries

As on the date of this Red Herring Prospectus, our Company has two direct Subsidiaries and three step-down
Subsidiaries, as set forth below:

Indian Subsidiary

1. Handy Home Solutions Private Limited (“Handy Home”)

Corporate Information

Handy Home was incorporated as a private limited company on November 25, 2014 under the Companies
Act, 2013 with the Registrar of Companies, Maharashtra at Mumbai. The registered office of Handy Home
is at Unit No. 8, Ground Floor, Rectangle 1, D-4 Saket District Centre, New Delhi 110 017, Delhi, India.
The CIN of Handy Home is U74900DL2014PTC428373.

Nature of Business

The principal business of Handy Home is, among other things, to provide pest control services, wall panel
services, and sell traded goods to service professionals.

Capital Structure

As on the date of this Red Herring Prospectus, the authorised share capital of Handy Home is ₹ 2,090,000
divided into 201,232 equity shares of ₹ 10 each and 3,884 preference shares of ₹ 20 each.

Shareholding Pattern

The issued, subscribed and paid-up share capital of Handy Home is ₹1,638,140 divided into 156,046 equity
shares of ₹10 each and 3,884 preference shares of ₹ 20 each.

Our Company holds 156,046 equity shares of Handy Home (including one equity share held by Abhiraj
Singh Bhal as a nominee shareholder of our Company) aggregating to 100% of the total equity shareholding
of Handy Home and 3,884 preference shares of Handy Home aggregating to 100% of the total preference
shareholding of Handy Home.

Amount of Accumulated Profits or Losses

As on the date of this Red Herring Prospectus, there are no accumulated profits or losses of Handy Home
that have not been accounted for by our Company in Restated Consolidated Financial Information.

Financial Information

(in ₹ million)
As at and As at and for As at and for As at and for As at and for
for the three the three the Financial the Financial the Financial
Particulars months months Year ended Year ended Year ended
ended June ended June March 31, March 31, 2024 March 31, 2023
30, 2025 30, 2024 2025
Revenue from 628.28 472.92 2,148.43 1,665.23 1,490.03
operations
Profit/(Loss) for the (46.43)* (16.06) (11.65) (94.05) (153.78)
period/year
Net Assets 216.07 37.04 258.11 46.88 (50.46)
Contribution to 17.11% 16.84% 18.77% 20.11% 23.41%
Company’s revenue
(in %)
*The loss of Handy Home Solutions Private Limited for the three months ended June 30, 2025 includes inventory loss for ₹ 70.41
million on account of occurrence of fire in May 2025 at a third party warehouse in Bhiwandi, Mumbai.

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 Foreign Subsidiaries

Direct Subsidiaries

2. Urban Home Experts Pte. Limited (“Urban Home Experts”)

Corporate Information

Urban Home Experts was incorporated as a private company limited by shares on September 19, 2019 under
the Singapore Companies Act with the Accounting and Corporate Regulatory Authority, Singapore. The
registered office of Urban Home Experts is at 8 Cross Street, #20-01, Manulife Tower, Singapore 048424.

Nature of Business

The principal business of Urban Home Experts is to, among other things, provide online/mobile application
marketplace which enables the customers registered on its platform to search and hire service professionals
for their household and business needs.

Capital Structure

The issued, subscribed and paid-up ordinary share capital of Urban Home Experts is SGD 66,967,423
divided into 63,986,045 ordinary shares.

Shareholding Pattern

The issued, subscribed and paid-up ordinary share capital of Urban Home Experts is SGD 66,967,423
divided into 57,428,000 ordinary shares of SGD 1 each, 3,363,450 of SGD 1.44 each, and 3,194,595
ordinary shares of SGD 1.47 each.

Our Company holds 63,986,045 ordinary shares of Urban Home Experts aggregating to 100% of the total
ordinary holding of Urban Home Experts.

Amount of Accumulated Profits or Losses

As on the date of this Red Herring Prospectus, there are no accumulated profits or losses of Urban Home
Experts that have not been accounted for by our Company in Restated Consolidated Financial Information.

Financial Information

(in ₹ million)
As at and As at and for As at and for As at and for the As at and for
for the three the three the Financial Financial Year the Financial
Particulars months months Year ended ended March 31, Year ended
ended June ended June March 31, 2024 March 31, 2023
30, 2025 30, 2024 2025
Revenue from 121.29 65.98 303.77 212.83 145.84
operations
Profit/(Loss) for the (119.24)* (130.26) (455.02) (1,279.47) (935.71)
period/year
Net Assets 789.73 657.98 917.13 781.05 1,437.15
Contribution to 3.30% 2.35% 2.65% 2.57% 2.29%
Company’s revenue
(in %)
*The loss of Urban Home Experts Pte. Limited for the three months ended June 30, 2025 includes impairment of investment and
provision for winding up of operations of the foreign subsidiaries amounting to ₹ 83.21 million.

276
 Step-down Subsidiaries

3. Urbanclap Technologies DMCC (“UT DMCC”)

Corporate Information

UT DMCC was incorporated as a company with limited liability on March 26, 2018 under the provisions of
law No. (4) of 2001 and order dated May 01, 2002, in respect of Establishing Dubai Multi Commodities
Centre Authority with the Registrar of Companies, Dubai Multi Commodities Centre Authority. The
registered office of UT DMCC is at 2101, Indigo Icon Tower, Cluster F, JLT, Dubai, UAE. The certificate
number of UT DMCC is DMCC114740.

Nature of Business

The principal business of UT DMCC was to, among other things, provide an online/mobile application
marketplace which enables the customers registered on its platform to search and hire service professionals
for their household and business needs.

Capital Structure

As on the date of this Red Herring Prospectus, the authorised share capital of UT DMCC is AED 60,000
divided into 60 ordinary shares of AED 1,000 each.

Shareholding Pattern

The issued, subscribed and paid-up ordinary share capital of UT DMCC is AED 60,000 divided into 60
ordinary shares of AED 1,000 each.

Our Company, through Urban Home Experts, holds 60 ordinary shares of UT DMCC aggregating to 100%
of the total ordinary holding of UT DMCC.

Amount of Accumulated Profits or Losses

As on the date of this Red Herring Prospectus, there are no accumulated profits or losses of UT DMCC that
have not been accounted for by our Company in Restated Consolidated Financial Information.
Financial Information

(in ₹ million)
As at and As at and for As at and for
As at and for As at and for
for the three the three the Financial
the Financial the Financial
Particulars months months Year ended
Year ended Year ended
ended June ended June March 31,
March 31, 2024 March 31, 2023
30, 2025 30, 2024 2025
Revenue from 237.64 158.13 750.82 498.06 337.25
operations
Profit/(Loss) for the (12.59) (32.43) 3.15 (140.19) (318.52)
period/year
Net Assets (18.36) (69.97) (18.46) (44.53) (45.07)
Contribution to 6.47% 5.63% 6.56% 6.02% 5.30%
Company’s revenue (in
%)

4. Urban Company Arabia for Informational Technology (“Urban Company Arabia”)

Corporate Information

Urban Company Arabia was incorporated as a single shareholder limited liability company on March 4,
2021 under the Companies Law of Kingdom of Saudi Arabia with the Ministry of Commerce and Industry.
The registered office of Urban Company Arabia is at building no. 8714, Kaab IBN Malik Secondary No.
2402, – Al Olaya Dis, Postal Code 12611, Riyadh, Kingdom Saudi Arabia. The company registration
number of Urban Company Arabia is 10106 91828.

277
 Nature of Business

The principal business of Urban Company Arabia was to, among other things, provide online/mobile
application marketplace which enables the customers registered on its platform to search and hire service
professionals for their household and business needs.

Capital Structure

As on the date of this Red Herring Prospectus, the authorised share capital of Urban Company Arabia is
SAR 13,265,000 divided into 13,265,000 ordinary shares of SAR 1 each.

Shareholding Pattern

The issued, subscribed and paid-up ordinary share capital of Urban Company Arabia is SAR 13,265,000
divided into 13,265,000 ordinary shares of SAR 1 each.

Our Company, through Urban Home Experts, holds 13,265,000 ordinary shares of Urban Company Arabia
aggregating to 100% of the total ordinary holding of Urban Company Arabia.

Amount of Accumulated Profits or Losses

As on the date of this Red Herring Prospectus, there are no accumulated profits or losses of Urban Company
Arabia that have not been accounted for by our Company in Restated Consolidated Financial Information.

Financial Information

(in ₹ million)
As at and As at and for As at and for
As at and for As at and for
for the three the three the Financial
the Financial the Financial
Particulars months months Year ended
Year ended Year ended
ended June ended June March 31,
March 31, 2024 March 31, 2023
30, 2025 30, 2024 2025
Revenue from N.A.1 91.60 415.90 146.51 87.83
operations
Profit/(Loss) for the N.A.1 (73.53) (234.69) (140.78) (177.70)
period/year
Net Assets (373.01) (205.98) (374.65) (133.05) 5.02
Contribution to N.A.1 3.26% 3.63% 1.77% 1.38%
Company’s revenue
(in %)
Note:
1. We carried our operation in the Kingdom of Saudi Arabia through our step-down Subsidiary, Urban Company Arabia for
Informational Technology prior to January 1, 2025. With effect from January 1, 2025, we have migrated our operations in the Kingdom
of Saudi Arabia to our Joint Venture, using the equity method and subsequently, recognize the share of profit/loss from our Joint
Venture.

5. Urban Company Technologies Onshore LLC (“UCT Onshore”)

Corporate Information

UCT Onshore was incorporated as a Limited Liability Company with limited liability on January 24, 2022
pursuant to the Law No. (32) of 2021 under the laws regarding commercial companies. The registered office
of UCT Onshore is at S.S Lootah Contracting, 248 Salah Al Din St - Al Khabaisi - Dubai, UAE. The
registration number of UCT Onshore is 1667691.

Nature of Business

The principal business of UCT Onshore is to provide training services to service professionals.

Capital Structure

As on the date of this Red Herring Prospectus, the authorised share capital of UCT Onshore is AED
1,000,000 divided into 1,000 ordinary shares of AED 1,000 each.

278
 Shareholding Pattern

The issued, subscribed and paid-up ordinary share capital of UCT Onshore is AED 1,000,000 divided into
1,000 ordinary shares of AED 1,000 each.

Our Company, through Urban Home Experts, holds 1,000 ordinary shares of UCT Onshore aggregating to
100% of the total holding of UCT Onshore.

Amount of Accumulated Profits or Losses

As on the date of this Red Herring Prospectus, there are no accumulated profits or losses of UCT Onshore
that have not been accounted for by our Company in Restated Consolidated Financial Information.

Financial Information
(in ₹ million)
As at and for As at and for As at and for
As at and for As at and for
the Financial the Financial the Financial
the three the three
Particulars Year ended Year ended Year ended
months ended months ended
March 31, March 31, March 31,
June 30, 2025 June 30, 2024
2025 2024 2023
Revenue from Nil Nil Nil Nil Nil
operations
Profit/(Loss) for the 0.35 (6.75) (27.18) (26.76) (19.83)
period/year
Net Assets 17.60 20.81 6.79 18.48 23.08
Contribution to 0.00% 0.00% 0.00% 0.00% 0.00%
Company’s revenue (in
%)

Other Confirmations

Interest in our Company

As on the date of this Red Herring Prospectus, except as disclosed in “- Summary of key agreements and
shareholders’ agreement ” and “Restated Consolidated Financial Information” beginning on pages 270 and
302 respectively, our Subsidiaries and Joint Venture do not have any: (a) business interest in our Company; or
(b) related business transactions with our Company .

Common pursuits

Certain of our Subsidiaries are authorised by their constitutional documents to engage in the same line of
business as that of our Company and accordingly, there are certain common pursuits amongst our Subsidiaries
and our Company. However, there is no conflict of interest among such Subsidiaries and our Company will
adopt necessary procedures and practices as permitted by law and regulatory guidelines to address any conflict
situations if and when they arise.

279
 OUR MANAGEMENT

Under the Articles of Association, our Company is authorised to have a maximum of 15 Directors. 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 Board

The following table sets forth details regarding our Board of Directors as on the date of this Red Herring
Prospectus:

Name, designation, term, period of directorship, Other directorships

address, occupation, date of birth, age and DIN
Abhiraj Singh Bhal Indian companies

Designation: Chairperson, Managing Director and Chief Listed companies

Executive Officer
Nil
Term: For a period of five years with effect from February
19, 2025 and liable to retire by rotation
Unlisted companies
Period of Directorship: Director since December 22, 2014
● Handy Home Solutions Private Limited,
Address: House No 8A, GP-2, Gurgaon One Apartments, India
Sector-22, Gurgaon 122 015, Haryana, India
Non-Profit Organisations
Occupation: Business
Nil
Date of Birth: December 7, 1986
Foreign companies
Age: 38
● Urban Company Arabia for Information
DIN: 07005253 Technology, Kingdom of Saudi Arabia
● Urban Company Technologies Onshore
LLC, UAE
● Urban Home Experts Pte Limited,
Singapore
● Urbanclap Technologies DMCC, UAE
● Company WAED Khadmat Al-Munzal for
Marketing, Kingdom of Saudi Arabia

Raghav Chandra Indian companies

Designation: Executive Director and Chief Technology and Listed companies

Product Officer
Nil
Term: For a period of five years with effect from February
19, 2025 and liable to retire by rotation
Unlisted companies
Period of Directorship: Director since December 22, 2014
● Handy Home Solutions Private Limited,
Address: 117/492, Pandu Nagar, Opposite J.K. Temple, India
Kanpur 208 005, Uttar Pradesh, India
Non-Profit Organisations
Occupation: Business

280
 Name, designation, term, period of directorship, Other directorships
address, occupation, date of birth, age and DIN
Nil
Date of Birth: February 25, 1990
Foreign companies
Age: 35
● Urban Company Arabia for Information
DIN: 07005029 Technology, Kingdom of Saudi Arabia
● Urban Company Technologies Onshore
LLC, UAE
● Urban Home Experts Pte Limited,
Singapore
● Urbanclap Technologies DMCC, UAE

Varun Khaitan Indian companies

Designation: Executive Director and Chief Operating Listed companies

Officer
Nil
Term: For a period of five years with effect from February
19, 2025 and liable to retire by rotation
Unlisted companies
Period of Directorship: Director since December 22, 2014
● Handy Home Solutions Private Limited,
Address: B-9/20, Ground Floor, Vasant Vihar-1, South West India
Delhi 110 057, Delhi, India
Non-Profit Organisations
Occupation: Business
Nil
Date of Birth: September 14, 1987
Foreign companies
Age: 37
● Urban Company Arabia for Information
DIN: 07005033 Technology, Kingdom of Saudi Arabia
● Urban Company Technologies Onshore
LLC, UAE
● Urban Home Experts Pte Limited,
Singapore
● Urbanclap Technologies DMCC, UAE

Vamsi Krishna Duvvuri Indian companies

Designation: Non-Executive Nominee Director (nominee of Listed companies

VYC23 Limited, VY EM2 Limited, VYC11 Limited,
DharanaUC Limited, Dharana Fund, L.P. (formerly known Nil
as VY Dharana EM Technology Fund L.P.))
Unlisted companies
Term: Liable to retire by rotation

Period of Directorship: Director since September 10, 2024 Nil

Address: Flat No. 2708, Sky Garden Tower DIFC, Dubai, Non-Profit Organisations
United Arab Emirates 506 950
Nil
Occupation: Professional
Foreign Companies
Date of Birth: October 21, 1988
● VD Managers Limited, Cayman Islands
Age: 36 ● VY EM1 Limited, British Virgin Islands

281
 Name, designation, term, period of directorship, Other directorships
address, occupation, date of birth, age and DIN
DIN: 07212414

Ashish Gupta Indian companies

Designation: Independent Director Listed companies

Term: For a period of five years with effect from March 1, ● Info Edge (India) Limited, India
2025 ● Indegene Limited, India
Period of Directorship: Director since March 1, 2022
Unlisted companies
Address: 1734 Webster St. Palo Alto, CA 94301, USA
● Cyllid Technologies Private Limited, India
Occupation: Professional ● Whatfix Private Limited (formerly known
as Quicko Technosoft Labs Private
Date of Birth: December 18, 1966 Limited), India

Age: 58 Non-Profit Organisations

DIN: 00521511 Nil

Foreign Companies

● Atomiton, USA
● Baffle Inc., USA
● Gupshup Inc., USA
● Infrrd Inc., USA
● Livspace Pte. Ltd., Singapore
● Workspot Inc., USA

Ireena Vittal Indian companies

Designation: Independent Director Listed companies

Term: Five years with effect from April 20, 2025 ● Asian Paints Limited, India
● Maruti Suzuki India Limited, India
Period of Directorship: Director since April 20, 2022

Address: 982, Embassy Lake Terraces, Kempapura, Hebbal, Unlisted companies

Hebbal Village, Bangalore 560 024, North Karnataka India
Nil
Occupation: Professional
Non-Profit Organisations
Date of Birth: October 2, 1968
● Foundation to Educate Girls Globally,
Age: 56 India
● Jal Seva Charitable Foundation, India
DIN: 05195656 ● Vidhi Centre for Legal Policy, India

Foreign Companies

● Diageo PLC, England

Rajesh Gopinathan Indian companies

Designation: Independent Director Listed companies

282
 Name, designation, term, period of directorship, Other directorships
address, occupation, date of birth, age and DIN

Term: Three years with effect from August 1, 2024 Nil

Period of Directorship: Director since August 1, 2024 Unlisted companies

Address: House no. 7, Ashford Apartments, 7th Floor, 1/26A, ● National Stock Exchange of India Limited,
BG Kher Marg, Ridge Road, Malabar Hill, Mumbai 400 006
India
Maharashtra, India

Occupation: Professional Non-Profit Organisations

Date of Birth: August 13, 1971 Nil

Age: 54 Foreign Companies

DIN: 06365813 Nil

Shyamal Mukherjee Indian companies

Designation: Independent Director Listed companies

Term: Five years with effect from March 1, 2025 ● Bharti Airtel Limited, India
● ITC Limited, India
Period of Directorship: Director since March 1, 2022
● JSW Steel Limited, India
Address: A-24, Neeti Bagh, New Delhi 110 049, Delhi, India
Unlisted companies
Occupation: Professional
● Handy Home Solutions Private Limited,
Date of Birth: November 7, 1959 India

Age: 65 Non-Profit Organisations

DIN: 03024803 Nil

Foreign Companies

Nil

Brief profiles of our Directors

Abhiraj Singh Bhal, one of our Promoters, is the Chairperson, Managing Director and the Chief Executive
Officer of our Company. He has been associated with our Company since December 22, 2014. He is responsible
for overall strategy, business growth, market expansion, operations and investor relations. He holds a bachelor’s
degree in electrical engineering from the Indian Institute of Technology, Kanpur and a postgraduate diploma in
management from the Indian Institute of Management, Ahmedabad. He is the recipient of Indian Institute of
Technology, Kanpur’s Young Alumnus Award in 2020, Indian Institute of Management, Ahmedabad’s Young
Alumni Achievers’ Award 2020 and Entrepreneur of the Year award by NASSCOM in 2020. He was named in
the list of ‘35 under 35’ by Entrepreneur Magazine in 2017, ‘Most Influential Young Indians: Innovators’ and ‘50
Most Influential Young Indians’ by GQ in 2017 and 2019, respectively, ‘40 under 40’ by Economic Times in
2021, and in Fortune ‘40 under 40’ in 2018, 2019 and in 2021. He is the chairperson of the Confederation of

283
Indian Industry’s Unicorn Forum and a member of the National Startup Advisory Council. He was previously
associated with the Boston Consulting Group and has over 13 years of experience.

Raghav Chandra, one of our Promoters, is the Executive Director and Chief Technology and Product Officer of
our Company. He has been associated with our Company since December 22, 2014. He is responsible for product
technology, design and automation. He holds a bachelor’s degree in science from the University of California,
Berkeley. He was named in the list of ‘30 under 30’ by Forbes in 2017, ‘40 under 40’ by Fortune in 2018, 2019,
and in 2021, and ‘Most Influential Young Indians: Innovators’ and ‘50 Most Influential Young Indian’ by GQ in
2017 and 2019, respectively. He was previously associated with Twitter, Inc. and has over 10 years of experience.

Varun Khaitan, one of our Promoters, is the Executive Director and Chief Operating Officer of our Company.
He has been associated with our Company since December 22, 2014. He is responsible for business operations
across the services and products business in India and overseas. He holds a bachelor’s degree in electrical
engineering from the Indian Institute of Technology, Kanpur. He is a recipient of Ratan Swarup Memorial Prize
by the Indian Institute of Technology, Kanpur in 2009, and Young Alumnus Award by the Indian Institute of
Technology, Kanpur in 2021 He was named in the list of ‘30 under 30’ by Forbes in 2017, ‘40 under 40’ by
Fortune in 2018, 2019, and 2021, ‘40 under 40’ by Economic Times in 2019 and ‘Most Influential Young Indians:
Innovators’ and ‘50 Most Influential Young Indians’ by GQ in calendar years 2017 and 2019, respectively. He
was previously associated with Qualcomm Incorporated and the Boston Consulting Group and has over 10 years
of experience.

Vamsi Krishna Duvvuri is a Non-Executive Nominee Director of our Company, (nominee of VYC23 Limited,
VY EM2 Limited, VYC11 Limited, DharanaUC Limited, Dharana Fund, L.P. (formerly known as VY Dharana
EM Technology Fund L.P.)). He has been associated with our Company since September 10, 2024. He holds a
bachelor’s degree in computer science and engineering from the Indian Institute of Technology, Kanpur and a
post graduate diploma in management from the Indian Institute of Management, Ahmedabad. He was previously
associated with Religare Capital Markets Limited and VY Capital. He is also a founder and managing partner at
Dharana Capital, an entity managed by VY Capital Management Company Limited and has over 12 years of
experience. He has experience in investments in technology-driven companies.

Ashish Gupta is an Independent Director of our Company. He has been associated with our Company since
March 1, 2022. He holds a degree of bachelor of technology in computer science and engineering from the Indian
Institute of Technology, Kanpur. He is also a doctor of philosophy in computer science from the Leland Stanford
Junior University, California. He was previously associated with Tavant Technologies Inc., Gupshup Inc., Helion
Advisors Private Limited. He has also been serving as an independent director on the board of Info Edge (India)
Limited since 2017 and has over 23 years of experience. He has experience in the venture capital sector.

Ireena Vittal is an Independent Director of our Company. She has been associated with our Company since April
20, 2022. She is an alumna of Indian Institute of Management, Calcutta and has also received the ‘Distinguished
Alumnus Award’ from Indian Institute of Management, Calcutta in 2020. She is currently on the boards of Maruti
Suzuki India Limited, Asian Paints Limited, Foundation to Educate Girls Globally, Vidhi Centre for Legal Policy,
Jal Seva Charitable Foundation and Diageo PLC. She was previously associated with McKinsey & Co. and has
several years of experience. She has experience in advisory and consulting for companies.

Rajesh Gopinathan is an Independent Director of our Company. He has been associated with our Company since
August 1, 2024. He holds a bachelor’s degree in electrical and electronics engineering from the Bharathidasan
University, Tiruchirappalli and a post graduate diploma in management from the Indian Institute of Management,
Ahmedabad. He was previously associated with Tata Consultancy Services as chief executive officer and
managing director. Currently, he is a professor of practice at the Indian Institute of Technology, Bombay and has
over 24 years of experience. He has experience in the information technology sector.

Shyamal Mukherjee is an Independent Director of our Company. He has been associated with our Company
since March 1, 2022. He holds a bachelor’s degree in commerce from the University of Delhi, New Delhi, India.
He is also registered with the Bar Council of Delhi. He was previously associated with Pricewaterhouse Coopers
Private Limited as chairman and has over 32 years of experience. He has experience in business advisory, tax and
regulatory sectors.

284
Arrangement or understanding with major shareholders, customers, suppliers or others

Except Vamsi Krishna Duvvuri, who has been appointed as the nominee of our Shareholders (a) VYC23 Limited,
(b) VY EM2 Limited, (c) VYC11 Limited, (d) DharanaUC Limited, and (e) Dharana Fund, L.P. (formerly known
as VY Dharana EM Technology Fund L.P.) none of our Directors have been appointed to our Board pursuant to
any arrangement or understanding with major Shareholders, customers, suppliers or others.

For further details, see “History and Certain Corporate Matters – Summary of key agreements and
shareholders’ agreements” beginning on page 270.

Relationship between our Directors, Key Managerial Personnel and Senior Management

None of our Directors are related to each other or to any of the Key Managerial Personnel or Senior Management.

Terms of appointment of our Executive Directors

Abhiraj Singh Bhal: Abhiraj Singh Bhal is the Chairperson, Managing Director and Chief Executive Officer of
our Company. He has been associated with our Company since its incorporation. He was re-designated as the
Managing Director of our Company pursuant to the resolution passed by our Board on February 19, 2025 for a
period of five years with effect from February 19, 2025.

Pursuant to the resolution passed by our Board on February 19, 2025 and our Shareholders on March 18, 2025,
he is entitled to a fixed remuneration of ₹ 20.00 million per annum.

Raghav Chandra: Raghav Chandra is an Executive Director and Chief Technology and Product Officer of our
Company. He has been associated with our Company since its incorporation. He was re-designated as the
Executive Director of our Company pursuant to the resolution passed by our Board on February 19, 2025, for a
period of five years with effect from February 19, 2025.

Pursuant to the resolution of our Board on February 19, 2025 and by our Shareholders on March 18, 2025, he is
entitled to a fixed remuneration of ₹ 20.00 million per annum.

Varun Khaitan: Varun Khaitan is an Executive Director and Chief Operating Officer of our Company. He has
been associated with our Company since its incorporation. He was re-designated as the Executive Director of our
Company pursuant to the resolution passed by our Board on February 19, 2025, for a period of five years with
effect from February 19, 2025.

Pursuant to the resolution of our Board on February 19, 2025 and our Shareholders on March 18, 2025, he is
entitled to a fixed remuneration of ₹ 20.00 million per annum.

Compensation paid to our Managing Director and Executive Directors

Details of the remuneration paid to our Managing Director and Executive Directors for Financial Year 2025 are
set forth below:
(in ₹ million)
Name Total Remuneration
Abhiraj Singh Bhal 14.87
Raghav Chandra 14.97
Varun Khaitan 14.93

Compensation paid to our Non-Executive Nominee Director

As on the date of this Red Herring Prospectus, our Non-Executive Nominee Director is neither entitled to any
sitting fees for attending meetings of the Board or any of its committees, nor entitled to any commission or
remuneration from our Company. Accordingly, our Non-Executive Nominee Director, Vamsi Krishna Duvvuri,
did not receive any compensation from our Company during Financial Year 2025.

285
Compensation paid to our Independent Directors

Pursuant to a resolution passed by our Board on January 21, 2025, our Independent Directors are entitled to receive
a sitting fee of ₹ 100,000 for attending each meeting of our Board and the committees constituted by our Board.
Further, pursuant to a resolution passed by our Board on January 21, 2025 and a special resolution of our
Shareholders dated January 31, 2025, each of our Independent Directors are entitled to receive remuneration of ₹
7,500,000 in a Financial Year.

Details of the remuneration paid to our Independent Directors for Financial Year 2025 are set forth below:

(in ₹ million)
Name Total Remuneration
Ashish Gupta 6.931
Ireena Vittal 7.532
Rajesh Gopinathan 5.153
Shyamal Mukherjee 7.634
1Includes deferred remuneration of ₹ 1.63 million accrued for Financial Year ended March 31, 2025.
2 Includes deferred remuneration of ₹ 1.63 million accrued for Financial Year ended March 31, 2025.
3 Includes deferred remuneration of ₹ 1.75 million accrued for Financial Year ended March 31, 2025.
4 Includes deferred remuneration of ₹ 1.63 million accrued for Financial Year ended March 31, 2025.

Remuneration paid to our Directors by our Subsidiaries

None of our Directors have received or were entitled to receive any remuneration, sitting fees or commission from
any of our Subsidiaries for Financial Year 2025.

Bonus or profit-sharing plan for our Directors

None of our Directors are party to any bonus or profit-sharing plan of our Company.

Service Contracts with Directors

Except for the employment agreements dated March 10, 2025 and effective from February 19, 2025, each entered
by and between our Company and our Executive Directors each, none of our Directors have entered into a service
contract with our Company pursuant to which they are entitled to any benefits upon termination of employment.

Contingent and deferred compensation payable to our Directors

Except as disclosed in “Our Management – Compensation paid to our Independent Directors” on page 286,
there is no contingent or deferred compensation payable to our Directors, which forms part of their remuneration
for the Financial Year 2025.

Shareholding of our Directors in our Company

Our Articles of Association do not require our Directors to hold any qualification shares.

Except as disclosed in “Capital Structure – Shareholding of our Directors, Key Managerial Personnel and
Senior Management in our Company” beginning on page 147, none of our Directors hold any Equity Shares in
our Company.

Interest of Directors

All our Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending
meetings of the Board or a committee thereof, as well as to the extent of other remuneration and reimbursement
of expenses, if any, payable to them.

Our Directors may also be interested to the extent of Equity Shares and to the extent of any dividend, bonuses or
other distribution payable to them, if any, held by them or held by the entities in which they are associated as
promoters, directors, partners, proprietors or trustees or held by their relatives or that may be subscribed by or
allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners,
proprietors, members or trustees, pursuant to the Offer.

286
For further details regarding the shareholding of our Directors, see “Capital Structure – Shareholding of our
Directors, Key Managerial Personnel and Senior Management in our Company” on beginning on page 147.

Further, our Directors may also be directors on the board, or are shareholders, kartas, trustees, proprietors,
members or partners, of entities with which our Company has had transactions and may be deemed to be interested
to the extent of the payments made by our Company, or services provided by our Company, if any, to these
entities.

Interest in land and property

None of our Directors have any interest in any property acquired in the preceding three years or proposed to be
acquired from our Company or by our Company.

Interest in promotion of our Company

Except for Abhiraj Singh Bhal, Raghav Chandra and Varun Khaitan, who are the Executive Directors and
Promoters of our Company, none of our Directors have any interest in the promotion or formation of our Company,
as on the date of this Red Herring Prospectus.

Loans to Directors

As on the date of this Red Herring Prospectus, no loans have been availed by our Directors from our Company.

Confirmations

None of our Directors is or has been a director on the board of any listed company whose shares have been/were
suspended from being traded on any of the stock exchanges, during his/her tenure, in the five years preceding the
date of this Red Herring Prospectus.

None of our Directors have been or are directors on the board of any listed companies which is or has been delisted
from any stock exchange(s) during his/her tenure.

No consideration in cash or shares or otherwise has been paid, or agreed to be paid to any of our Directors, or to
the firms or companies in which they are interested as a member by any person either to induce such director to
become, or to help such director to qualify as a Director, or otherwise for services rendered by him/her or by the
firm or company in which he/she is interested, in connection with the promotion or formation of our Company.

Changes in our Board during the last three years

The changes in our Board during the three years immediately preceding the date of this Red Herring Prospectus
are set forth below.

Name of Director Date of Change Reasons

Deepinder Goyal February 15, 2023 Resigned as a Director
Rajesh Gopinathan August 1, 2024 Appointed as an (Additional) Independent Director1
Vamsi Krishna Duvvuri September 10, 2024 Appointed as Non-Executive Nominee Director
Vishal Vijay Gupta November 5, 2024 Resigned as Non-Executive Nominee Director
Ravi Chandra Adusumalli November 5, 2024 Resigned as Non-Executive Nominee Director
Abhinav Chaturvedi November 7, 2024 Resigned as Non-Executive Nominee Director
Abhiraj Singh Bhal February 19, 2025 Appointed as a Managing Director2
Raghav Chandra February 19, 2025 Appointed as an Executive Director3
Varun Khaitan February 19, 2025 Appointed as an Executive Director4
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.

Borrowing Powers

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

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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.

Corporate Governance

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.

Board committees

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

Audit 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:

S. No. Name of Director Committee Designation

1. Shyamal Mukherjee Chairperson
2. Ireena Vittal Member
3. Rajesh Gopinathan Member

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 Company’s 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 auditor’s report thereon before
submission to the board for approval, with particular reference to:

a. Matters required to be included in the director’s responsibility statement to be included in the board’s
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.

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

B. Audit and Auditors

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 auditor’s 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.

C. Utilisation of funds and Related Party Transactions

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.

D. Whistle Blower

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

E. Governance

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.

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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 Company’s 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.

F. Mandatory Review

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.

Nomination and Remuneration Committee

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:

S. No. Name of Director Committee Designation

1. Ireena Vittal Chairperson
2. Shyamal Mukherjee Member
3. Ashish Gupta Member
4. Vamsi Krishna Duvvuri Member

Terms of Reference for the Nomination and Remuneration Committee:

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 director’s performance (including independent directors);

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

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(3) Determining remuneration of directors and key managerial personnel and persons in senior management
positions, based on factors including our Company’s 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 Company’s 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.

Stakeholders’ Relationship Committee

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:

S. No. Name of Director Committee Designation

1. Rajesh Gopinathan Chairperson
2. Abhiraj Singh Bhal Member
3. Vamsi Krishna Duvvuri Member

Terms of Reference

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

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Corporate Social Responsibility Committee

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 of the 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:

S. No. Name of Director Committee Designation

1. Varun Khaitan Chairperson
2. Ashish Gupta Member
3. Raghav Chandra Member
4. Vamsi Krishna Duvvuri Member

Terms of Reference

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.

Risk Management Committee

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:

S. No. Name of Director Committee Designation

1. Shyamal Mukherjee Chairperson
2. Ireena Vittal Member
3. Rajesh Gopinathan Member
4. Abhiraj Singh Bhal Member

Terms of Reference

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

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 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.

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Management Organisation Structure

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Key Managerial Personnel and Senior Management

Key Managerial Personnel

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 bachelor’s
degree in commerce from the University of Delhi, New Delhi. She also holds a bachelor’s 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.

Senior Management

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 bachelor’s degree in computer science and engineering from the Regional Engineering College,
Tiruchirappalli, Tamil Nadu and a master’s 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 bachelor’s degree in
business studies from College of Business Studies, University of Delhi, New Delhi and a master’s 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 bachelor’s 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 bachelor’s 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 bachelor’s 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.

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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 bachelor’s 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.

Arrangements and understanding with major shareholders, customers, suppliers or others

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.

Status of Key Managerial Personnel and Senior Management

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

Relationship among Key Managerial Personnel and Senior Management

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

Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management

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

Shareholding of Key Managerial Personnel and Senior Management in 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.

Service Contracts with Directors and Key Managerial Personnel and Senior Management

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.

Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management

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.

Interest of Key Managerial Personnel and Senior Management

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.

Changes in Key Managerial Personnel or Senior Management during the last three years

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:

Name Date of Change Reasons

Abhay Krishna Mathur February 1, 2025 Appointment as Chief Financial Officer
Ashish Kumar Srivastava February 1, 2025 Appointment as company secretary and compliance
officer
Richa Mohanty Rao May 1, 2023 Appointment as General Counsel
Appointment as Managing Director and Chief Executive
Abhiraj Singh Bhal February 19, 2025
Officer

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 Name Date of Change Reasons
Appointment as Executive Director and Chief
Raghav Chandra February 19, 2025
Technology and Product Officer
Appointment as Executive Director and Chief Operating
Varun Khaitan February 19, 2025
Officer
Ashish Kumar Srivastava March 22, 2025 Resignation as company secretary and compliance
officer
Sonali Singh March 24, 2025 Appointment as Company Secretary and Compliance
Officer

Employee stock option and stock purchase schemes

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

Payment or Benefit to Key Managerial Personnel and Senior Management of our Company

No non-salary related amount or benefit has been paid or given to any of our Company’s 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.

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 OUR PROMOTERS AND PROMOTER GROUP

Our Promoters

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*.

*Percentage of Equity Share capital on a fully diluted basis, including those which will result upon exercise of
vested options under the ESOP Schemes.

For details of shareholding of each of the Promoters in our Company, see “Capital Structure - Build-up of
Promoter’s shareholding in our Company” beginning on page 139.

Details of our Promoters

Abhiraj Singh Bhal

Abhiraj Singh Bhal, born on December 7, 1986, aged 38 years, is our

Promoter. He is also the Chairperson, Managing Director and Chief Executive
Officer of our Company. He is residing at House No. 8A, GP-2, Gurgaon One
Apartments, Sector-22, Gurugram 122 015, Haryana, India. For the complete
profile of Abhiraj Singh Bhal, along with the details of his educational
qualification, experience in the business/employment, positions/posts held in
past, other directorships, special achievements, his business and financial
activities, see “Our Management – Brief profiles of our Directors” beginning
on page 283.

The permanent account number of Abhiraj Singh Bhal is ASIPB2625A.

Raghav Chandra

Raghav Chandra, born on February 25, 1990, aged 35 years, is our Promoter.
He is also the Executive Director and Chief Technology and Product Officer
of our Company. He is residing at 117/492, Pandu Nagar, Kanpur 208 005
Uttar Pradesh, India. For the complete profile of Raghav Chandra, along with
the details of his educational qualification, experience in the
business/employment, positions/posts held in past, other directorships, special
achievements, his business and financial activities, see “Our Management –
Brief profiles of our Directors” beginning on page 283.

The permanent account number of Raghav Chandra is AJKPC7734J.

Varun Khaitan

Varun Khaitan, born on September 14, 1987, aged 37 years, is our Promoter.
He is also the Executive Director and Chief Operating Officer of our
Company. He is residing at B-9/20, Ground Floor, Vasant Vihar-1, South
West Delhi 110 057, Delhi, India. For the complete profile of Varun Khaitan,
along with the details of his educational qualification, experience in the
business/employment, positions/posts held in past, other directorships, special
achievements, his business and financial activities, see “Our Management –
Brief profiles of our Directors” beginning on page 283.

The permanent account number of Varun Khaitan is DJMPK8841R.

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.

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Other ventures of our Promoters

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.

Interests of Promoters

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.

Payments or benefits to our Promoters or members of our Promoter Group

Except in ordinary course of business and as disclosed in, “Our Management” and “Restated Consolidated
Financial Information” beginning on 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.

Material Guarantees to third parties with respect to the Equity Shares

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.

Disassociation by our Promoters in the three immediately preceding years

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

Promoter Group

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.

A. Natural persons who are part of our Promoter Group

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

Name of Promoter Name of relative Relationship

Abhiraj Singh Bhal Ashok Bhal Father
Sunita Bhal Mother

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 Name of Promoter Name of relative Relationship
Urvi Bharatkumar Ved Spouse
Shipra Bhal Sister
Ira Singh Bhal Daughter
Ved Bharatkumar Vithaldas Father of the Spouse
Ved Anjani Bharatkumar Mother of the Spouse
Anvi Ved Sister of the Spouse
Raghav Chandra Rohit Musaddi Father
Prerna Musaddi Mother
Pankhuri Kanwar Spouse
Rhea Chandra Sister
Deepak Kanwar Father of the Spouse
Neeta Kanwar Mother of the Spouse
Palash Kanwar Brother of the Spouse
Varun Khaitan Narendra Khaitan Father
Sarita Khaitan Mother
Manali Singh Spouse
Radhika Dudhewala Sister
Dev Khaitan Son
Har Sharan Singh Father of the Spouse
Raj Kumari Singh Mother of the Spouse
Deepa Shah Sister of the Spouse
Roopa Shah Sister of the Spouse
Monika Singh Sister of the Spouse

B. Entities forming part of our Promoter Group

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.

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 DIVIDEND POLICY

The dividend distribution policy of our Company was approved and adopted by our Board on January 21, 2025
(“Dividend Policy”). In terms of the Dividend Policy, the declaration and payment of dividends on our Equity
Shares, if any, will be recommended by our Board and approved by our Shareholders, at their discretion, subject
to the provisions of the Articles of Association and applicable laws including the Companies Act, read with the
rules notified thereunder, each as amended.

The quantum of dividend to be distributed, if any, will depend on a number of factors, including but not limited
to, internal factors such as earning stability, past dividend trends, free cashflow for the period under consideration,
borrowing capacity, profitability of our Company during the period under consideration and external factors,
including but not limited to the macro-economic environment, market conditions, prevailing legal requirements
and regulatory conditions or restrictions laid down under the applicable laws including tax laws and industry
outlook for business in which our Company operates. Additionally, we may retain all our future earnings, if any,
for any proposed or ongoing or planned business expansion or for any other purposes which may be considered
by the Board subject to compliance with the provisions of the Companies Act. For details in relation to risks
involved in this regard, see “Risk Factors – Our ability to pay dividends in the future will depend upon our
future results of operations, financial condition, cash flows, working capital, capital expenditure requirements
and Solvency Ratio, and is subject to restrictions under Indian laws and regulations” beginning on page 78.

Our Company has not declared and paid any dividend on the Equity Shares of our Company during the Financial
Years ended March 31, 2025, March 31, 2024 and March 31, 2023, the three months ended June 30, 2025 and the
period from July 1, 2025 until the date of this Red Herring Prospectus.

301
 SECTION V: FINANCIAL INFORMATION

RESTATED CONSOLIDATED FINANCIAL INFORMATION

302
Independent Auditor’s Examination Report on Restated Consolidated Financial Information
in connection with the Proposed Initial Public Offering of Urban Company Limited (formerly
known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private
Limited)

To
The Board of Directors
M/s. Urban Company Limited
7th floor, Gowork, Plot No. 183, Udyog Vihar
Phase 1, Sector 20, Gurugram- 120016, Haryana

Dear Sirs,
1. This report is issued in accordance with the terms of our agreement dated December 22, 2024 as
amended on August 04, 2025.
2. We have examined the attached Restated Consolidated Financial Information, expressed in Indian
Rupees in millions of Urban Company Limited (hereinafter referred to as the “Company” or the “Holding
Company” or the “Issuer”) (formerly known as Urbanclap Technologies India Limited and Urbanclap
Technologies India Private Limited) and its subsidiaries (the Company and its subsidiaries together
referred to as the “Group"), its joint venture and Trusts, comprising:
(a) the “Restated Consolidated Statement of Assets and Liabilities” as at June 30, 2025, June 30, 2024,
March 31, 2025, March 31, 2024 and March 31, 2023 (enclosed as Annexure I);
(b) the “Restated Consolidated Statement of Profit and Loss” for the three months period(s) ended June
30, 2025 and June 30, 2024 and for the year(s) ended March 31, 2025, March 31, 2024 and March
31, 2023 (enclosed as Annexure II);
(c) the “Restated Consolidated Statement of Changes in Equity” for the three months period(s) ended
June 30, 2025 and June 30, 2024 and for the year(s) ended March 31, 2025, March 31, 2024 and
March 31, 2023 (enclosed as Annexure III);
(d) the “Restated Consolidated Statement of Cash Flows” for the three months period(s) ended June 30,
2025 and June 30, 2024 and for the year(s) ended March 31, 2025, March 31, 2024 and March 31,
2023 (enclosed as Annexure IV);
(e) the “Notes forming part of the Restated Consolidated Financial Information” for the three months
period(s) ended June 30, 2025 and June 30, 2024 and for the year(s) ended March 31, 2025, March
31, 2024 and March 31, 2023 (enclosed as Annexure V); and

303
 (f) the “Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial
Statements as at and for the three months period(s) ended June 30, 2025 and June 30, 2024 and
Audited Consolidated Financial Statements as at and for the year(s) ended March 31, 2025, March
31, 2024 and March 31, 2023 (enclosed as Annexure VI);
(hereinafter together referred to as the “Restated Consolidated Financial Information”), prepared by the
Management of the Company in connection with the Proposed Initial Public Offering of Equity Shares of
the Company (the “IPO” or “Issue”) in accordance with the requirements of:
i. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act”) as amended from time to
time,
ii. Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the “SEBI
ICDR Regulations”) issued by the Securities and Exchange Board of India (the “SEBI”); and
iii. the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
The said Restated Consolidated Financial Information has been approved by the Board of Directors of
the Company at their meeting held on August 29, 2025 for the purpose of inclusion in the Red Herring
Prospectus (“RHP”) and the Prospectus (the ‘Prospectus”) (hereinafter collectively referred to as “Offer
Documents”) and signed by us under reference to this report.
Management’s Responsibility for the Restated Consolidated Financial Information
3. The preparation of the Restated Consolidated Financial Information, for the purpose of inclusion in the
Offer Documents to be filed with Securities and Exchange Board of India (“SEBI”), BSE Limited (“BSE”),
National Stock Exchange of India Limited (“NSE”) and the Registrar of Companies, National Capital
Territory of Delhi and Haryana (“the ROC”) in connection with the Proposed IPO, is the responsibility of
the Management of the Company. The Restated Consolidated Financial Information has been prepared
by the Management of the Company in accordance with the basis of preparation stated in Note 1(a) to
the Restated Consolidated Financial Information in Annexure V. The Management’s responsibility
includes designing, implementing and maintaining internal control relevant to the preparation and
presentation of the Restated Consolidated Financial Information. The Management is also responsible
for identifying and ensuring that the Group, its joint venture and Trusts comply with the Act, SEBI ICDR
Regulations and the Guidance Note.
Restated Financial Information
4. The Restated Consolidated Financial Information, expressed in Indian Rupees in Millions, has been
prepared by the Company’s Management from:
(a) Audited Special Purpose Interim Consolidated Financial Statements of the Group, its joint venture
and Trusts as at and for the three months period ended June 30, 2025 prepared in accordance with
Indian Accounting Standard 34 (‘Ind AS 34’) “Interim Financial Reporting”, prescribed under
Section 133 of the Act and other accounting principles generally accepted in India which have been
approved by the Board of Directors at their meeting held on August 29, 2025.

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 (b) Audited Special Purpose Interim Consolidated Financial Statements of the Group and Trusts as at
and for the three months period ended June 30, 2024 prepared in accordance with Indian
Accounting Standard 34 (‘Ind AS 34’) “Interim Financial Reporting”, prescribed under Section 133
of the Act and other accounting principles generally accepted in India, except for non-inclusion of
comparative information, which have been approved by the Board of Directors at their meeting held
on August 29, 2025.
(c) Audited Consolidated Financial Statements of the Group, its joint venture and Trusts as at and for
the year ended March 31, 2025 and Audited Consolidated Financial Statements of the Group and
Trusts as at and for the year(s) ended March 31, 2024 and March 31, 2023 prepared in accordance
with the Indian Accounting Standard (“Ind AS”), as prescribed under Section 133 of the Act read with
Companies (Indian Accounting Standards) Rules 2015, as amended, which have been approved by
the Board of Directors at their meetings held on June 05, 2025, May 31, 2024 and July 17, 2023,
respectively.
Auditor’s Responsibilities
5. Our work has been carried out considering the concepts of test checks and materiality to obtain
reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial
Information in accordance with the Guidance Note and other applicable authoritative pronouncements
issued by the ICAI and pursuant to the requirements of Section 26 of the Act, and the SEBI ICDR
Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to
your compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the
Issue.
6. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued
by the ICAI.
7. Our examination of the Restated Consolidated Financial Information has not been carried out in
accordance with the auditing standards generally accepted in the United States of America, standards of
the Public Company Accounting Oversight Board and accordingly should not be relied upon by any one
as if it had been carried out in accordance with those standards or any other standards besides the
standards referred to in this report.
8. For the purpose of our examination, we have relied on:
a. Auditors’ report issued by us on the Special Purpose Interim Consolidated Financial Statements of
the Group, its joint venture and Trusts as at and for the three months period ended June 30, 2025 as
referred in Paragraph 4(a) above, on which we issued an unmodified opinion vide our report dated
August 29, 2025.
b. Auditors’ report issued by us on the Special Purpose Interim Consolidated Financial Statements of
the Group and Trusts as at and for the three months period ended June 30, 2024 as referred in
Paragraph 4(b) above, on which we issued an unmodified opinion vide our report dated August 29,
2025.
c. Auditors’ reports issued by us on the Consolidated Financial Statements of the Group, its joint
venture and Trusts as at and for the year ended March 31, 2025 and Auditors’ reports issued by us
on the Consolidated Financial Statements of the Group and Trusts for the year(s) ended March 31,
2024 and March 31, 2023, as referred in Paragraph 4(c) above, on which we issued an unmodified
opinion vide our reports dated June 05, 2025, May 31, 2024 and July 17, 2023, respectively.

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9. We have not audited any consolidated financial statements of the Group, its joint venture and Trusts as
of any date or for any period subsequent to June 30, 2025. Accordingly, we do not express any opinion
on the financial position, results, changes in equity or cash flows of the Group, its joint venture and Trusts
as of any date or for any period subsequent to June 30, 2025.
Opinion
10. Based on our examination and according to the information and explanations given to us and also as per
the reliance placed on the examination report submitted by the other auditors for the respective
period(s)/year(s), we report that the Restated Consolidated Financial Information:
a. has been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note;
b. has been prepared after incorporating adjustments in respect of changes in accounting policies,
material errors, regrouping/ reclassifications retrospectively (as disclosed in Annexure VI to
Restated Consolidated Financial Information) to reflect the same accounting treatment as per the
accounting policies as at and for the three months period ended June 30, 2025, for all the reporting
periods; and
c. there are no qualifications in the auditors’ reports which require any adjustments.
11. The Restated Consolidated Financial Information do not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the Special Purpose Interim Consolidated Financial
Statements and consolidated financial statements mentioned in paragraph 4 above.
12. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit
reports issued by us or other auditors on the financial statements of the Group, its joint venture and
Trusts, nor should this be construed as new opinion on any of the financial statements referred to herein.
13. We have no responsibility to update our report for events and circumstances occurring after the date of
the report.
Other Matter
14. As indicated in our audit reports referred above, we did not audit:
(a) The financial statements of a subsidiary and certain trusts whose share of total assets, net assets,
total revenues/income, Total comprehensive income (comprising of profit and other comprehensive
income)/ net excess of expenditure over income and net cash flows is included in the Special Purpose
Interim Consolidated Financial Statements / Consolidated Financial Statements for the relevant
period(s)/ year(s) is tabulated in Table A below and the financial statements of a joint venture located
outside India, whose share of total comprehensive (income) (comprising of (loss) and other
comprehensive (income)) included in the Special Purpose Interim Consolidated Financial
Statements/ Consolidated Financial Statements for the relevant period(s)/ year(s) is also tabulated
in Table A below. These financial statements have been audited by other auditors (Refer Table B),
whose reports have been furnished to us by the Company’s Management, and our opinion on the
Special Purpose Interim Consolidated Financial Statements and Consolidated Financial Statements,
in so far as it relates to the amounts and disclosures included in respect of the subsidiary, certain
trusts and a joint venture, is based on the reports of the other auditors on such financial statements
as at and for the three months periods ended June 30, 2025 and June 30, 2024/ financial statements
as at and for the year ended March 31, 2025 and the procedures performed by us; and is based solely
on the report of the other auditors on the financial statements as at and for the years ended March
31, 2024 and March 31, 2023.

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Table A
(Rs. In millions)

Particulars As at and for As at and for As at and As at and As at and for

the three the three for the year for the year the year
months months ended ended ended
period period March 31, March 31, March 31,
ended June ended June 2025 2024 2023
30, 2025 30, 2024
Number of Two trusts Three trusts Three trusts One One subsidiary
subsidiaries subsidiary and one trust
and trusts and three
trusts
Total Assets 1.07 1.14 1.07 1.15 26.43
Net Assets 1.07 0.99 1.07 0.99 23.51
Total - - 0.08 1.72 1.30
Revenues/
Income
Total - - 0.08 1.23 0.82
comprehensiv
e income
(comprising of
profit/ (loss)
and other
comprehensiv
e income)/ net
excess of
expenditure
over income
Net cash flows - - - (1.12) 0.07

Number of One - One - -

Joint Venture

Share of (loss) (86.04) - (86.48) - -

in joint
venture

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307
 Table B
S. Name of the entity Relationship Auditor Audit Period
No.
1 Urbancare Financial Subsidiary Garg Year ended March 31, 2023 and
Services Private Limited Goyal &
Year ended March 31, 2024
(dissolved on March 11, Associates
2024 and deregistered
w.e.f July 06, 2024)
2 Urban Company Trust Garg Year ended March 31, 2023,
Employee Welfare Trust Goyal &
Year ended March 31, 2024,
(ceased to exist on Associates
September 05, 2024) Period from April 01, 2024 to
September 05, 2024 (date of
cessation of existence) and
Three months period ended June 30,
2024
3 Partner Welfare Trust Trust Agarwal Year ended March 31, 2024,
Abhinav &
Year ended March 31, 2025,
Co.
Three months period ended June 30,
4 Urban Company ESOP Trust Agarwal
2024 and
Trust Abhinav &
Co. Three months period ended June 30,
2025
5 Company Waed Joint Venture Garg Period from October 10, 2024 to
Khadmat Al-Munzal For Goyal & March 31, 2025 and
Marketing Associates
Three months period ended June 30,
2025

(b) The financial statements of certain subsidiaries located outside India whose share of total assets, net
assets, total revenues, Total comprehensive income (comprising of profit/ (loss) and other
comprehensive income) and net cash flows included in the Special Purpose Interim Consolidated
Financial Statements/ Consolidated Financial Statements, for the relevant period(s)/ year(s) is
tabulated in Table C below, have been prepared in accordance with accounting principles generally
accepted in their respective countries and have been audited by other auditors (Refer Table D) under
generally accepted auditing standards applicable in their respective countries. The Company’s
Management has converted the financial statements of such subsidiaries located outside India from
the accounting principles generally accepted in their respective countries to the accounting principles
generally accepted in India. We have audited these conversion adjustments made by the Company’s
Management. Our opinion on the Special Purpose Interim Consolidated Financial Statements and
Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in
respect of such subsidiaries located outside India, is based on the reports of the other auditors on
such financial statements as at and for the three months periods ended June 30, 2025 and June 30,
2024/ financial statements as at and for the year ended March 31, 2025 and the conversion
adjustments prepared by the Management of the Company and audited by us; and is based solely on
the report of the other auditors on the financial statements as at and for the years ended March 31,
2024 and March 31, 2023 and the conversion adjustments prepared by the Management of the
Company and audited by us.
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Table C
(Rs. In millions)

Particulars As at and for As at and for As at and As at and

the three the three for the year for the year
months period months period ended ended
ended June 30, ended June 30, March 31, March 31,
2025 2024 2025 2024

Number of Two subsidiaries One subsidiary One Two

subsidiaries subsidiary subsidiaries

Total Assets 88.07 34.16 11.36 167.82

Net Assets (355.41) 20.81 6.79 154.10

Total Revenues 6.91 0.02 0.06 0.31

Total comprehensive 0.35 (6.75) (27.18) (41.31)

income (comprising
of profit/(loss) and
other comprehensive
income)
Net cash flows 43.58 4.76 (1.53) (14.37)

Table D
S. Name of the entity Relationship Auditor Audit Period
No.
1 Urban Company Subsidiary Abdulla Al Year ended March
Technologies Onshore Marzooqi 31, 2024,
LLC Chartered
Year ended March
Accounts LLC
31, 2025,
(AMCA)
Three months
period ended June
30, 2024 and
Three months
period ended June
30, 2025
2 Urbanclap Technologies Subsidiary Suresh & Co. Year ended March
Global B.V 31, 2024
3 Urban Company Arabia Subsidiary Garg Goyal & Three months
for Information Associates period ended June
Technology 30, 2025

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 (c) The financial statements of certain subsidiaries located outside India whose financial statements
reflect total assets, net assets, total revenue, Total comprehensive income (comprising of loss and
other comprehensive income) and net cash flows included in the Special Purpose Interim
Consolidated Financial Statements/ Consolidated Financial Statements, for the respective
period(s)/year(s), as tabulated below. These financial statements are unaudited and have been
furnished to us by the Management, and our opinion on the Special Purpose Interim Consolidated
Financial Statements and Consolidated Financial Statements insofar as it relates to the amounts and
disclosures included in respect of the subsidiaries are based solely on such unaudited financial
statements. In our opinion and according to the information and explanations given to us by the
Management, these financial statements are not material to the Group, its joint venture and Trusts.
(Rs. In millions)
Particulars As at and for the As at and for the As at and for the
three months period year ended year ended
ended June 30, 2024 March 31, 2025 March 31, 2023
Number of subsidiaries One subsidiary One subsidiary Two subsidiaries

Total Assets 136.68 - 197.64

Net Assets 135.69 - 172.42

Total Revenue 0.10 0.77 0.14

Total comprehensive 0.08 (0.01) (32.42)

income (comprising of
profit/ (loss) and other
comprehensive income)

Net cash flows 0.21 (1.56) 21.15

Our opinion on the consolidated financial statements is not modified in respect of the above matters
with respect to our reliance on the work done and the reports on the other auditors and the financial
information certified by the Management.
15. We did not examine:

a) The restated financial information of a subsidiary and certain trusts whose share of total assets, net
assets, total revenues, Total comprehensive income (comprising of profit/ (loss) and other
comprehensive income) and net cash flows included in the Restated Consolidated Financial
Information, for the relevant period(s)/year(s) is tabulated in Table E below and the restated
financial information of a joint venture located outside India, whose share of total comprehensive
income (comprising of profit/(loss) and other comprehensive income) included in the Restated
Consolidated Financial Information, for the relevant period(s)/ year(s) is also tabulated in Table E
below. These restated financial information have been examined by other auditors (Refer Table F
below), whose examination reports have been furnished to us by the other auditors and our opinion
on the Restated Consolidated Financial Information, in so far as it relates to the amounts and
disclosures included in respect of the subsidiary, certain trusts and a joint venture, is based on the
examination reports of the other auditors and procedures performed by us.

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310
Table E

(Rs. In millions)
Particulars As at and for As at and for As at and for As at and As at and for
the three the three the year for the year the year
months months ended ended ended
period ended period ended March 31, March 31, March 31,
June 30, June 30, 2025 2024 2023
2025 2024
Number of Two trusts Three trusts Three trusts One One subsidiary
subsidiaries and subsidiary and one trust
trusts and three
trusts
Total Assets 1.07 1.14 1.07 1.15 26.43
Net Assets 1.07 0.99 1.07 0.99 23.51
Total Revenue - - 0.08 1.72 1.30
Total - - 0.08 1.23 0.82
comprehensive
income (comprising
of profit/ (loss) and
other
comprehensive
income)
Net cash flows - - - (1.12) 0.07
Number of Joint One - One - -
Venture
Share of (loss) in (86.04) - (86.48) - -
joint venture

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Table F
S. Name of the entity Relationship Auditor Examination Period
No.
1 Urbancare Financial Subsidiary Garg Goyal & Year ended March 31,
Services Private Limited Associates 2023 and
(dissolved on March 11,
Year ended March 31,
2024 and deregistered w.e.f
2024
July 06, 2024)
2 Urban Company Employee Trust Garg Goyal & Year ended March 31,
Welfare Trust (ceased to Associates 2023,
exist on September 05,
Year ended March 31,
2024)
2024
Period from April 01,
2024 to September 05,
2024 (date of cessation of
existence) and
Three months period
ended June 30, 2024
3 Partner Welfare Trust Trust Agarwal Year ended March 31,
Abhinav & Co. 2024,
4 Urban Company ESOP Trust Trust Agarwal Year ended March 31,
Abhinav & Co. 2025,
Three months period
ended June 30, 2024 and
Three months period
ended June 30, 2025
5 Company Waed Khadmat Joint Venture Garg Goyal & Period from October 10,
Al-Munzal For Marketing Associates 2024 to March 31, 2025
and
Three months period
ended June 30, 2025

These Other Auditors of the subsidiary and trusts, as mentioned above, have confirmed that the
restated standalone financial information of the subsidiary and trusts:

 has been prepared in accordance with the Act, SEBI ICDR Regulations and the Guidance
Note.
 has been prepared after incorporating adjustments in respect of regrouping/reclassifications
retrospectively to reflect the same accounting treatment as per the accounting policies as at
and for the three months period ended June 30, 2025, for all of the reporting periods; and
 does not contain qualifications in the auditors’ reports requiring any adjustments.

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312
 b) the restated financial information of certain subsidiaries, whose restated financial information
reflect of total assets, net assets, total revenues, Total comprehensive income (comprising of
profit/ (loss) and other comprehensive income) and net cash flows as considered in the Restated
Consolidated Financial Information for the relevant period(s)/ year(s) is tabulated below are
unexamined and have been furnished to us by the Management, and our opinion on the Restated
Consolidated Financial Information insofar as it relates to the amounts and disclosures included
in respect of these subsidiaries are based solely on such unexamined restated financial
information. In our opinion and according to the information and explanations given to us by
the Management, this restated financial information are not material to the Group, its joint
venture and Trusts.

(Rs. In Million)

Particulars As at and for As at and for As at and As at and As at and

the three the three for the for the for the
months months year ended year ended year ended
period period March 31, March 31, March 31,
ended June ended June 2025 2024 2023
30, 2025 30, 2024
Number of Two Two Two Two Two
Subsidiaries subsidiaries subsidiaries subsidiaries subsidiaries subsidiaries
Total Assets 88.07 170.84 11.36 167.82 197.64
Net Assets (355.41) 156.50 6.79 154.10 172.42
Total Revenue 6.91 0.12 0.83 0.31 0.14
Total comprehensive 0.35 (6.67) (27.19) (41.31) (32.42)
income (comprising of
profit/ (loss) and other
comprehensive
income)
Net cash flows 43.58 4.97 (3.09) (14.37) 21.15

Restriction on Use

16. Our obligations in respect of this report are entirely separate from, and our responsibility and liability
is in no way changed by, any other role we may have or may have had as auditor of the Company or
otherwise. Nothing in this report, nor anything said or done in the course of or in connection with the
services that are the subject of this report, will extend any duty of care we have or may have had in our
capacity as auditor of the Company.

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17. This Report has been issued at the request of the Board of Directors of the Company to whom it is
addressed solely for inclusion in the Offer Documents to be filed by the Company with Securities and
Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and Registrar of
Companies, National Capital Territory of Delhi and Haryana in connection with the proposed Initial
Public Offer and should not be used by any other person or used, circulated, quoted, or otherwise
referred to for any other purpose, nor is it to be filed with or referred to in whole or in part orally or in
any document. Price Waterhouse & Co Chartered Accountants LLP does not accept or assume any
liability or any duty of care for any other purpose or to any person other than the Company.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E300009

Abhishek Rara
Partner
Membership Number: 077779
UDIN: 25077779BMMKBN9541

Place: Gurugram
Date: August 29, 2025

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Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Index

Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private
Limited)

S. No. Details of Restated Consolidated Financial Information Annexure Reference

1. Restated Consolidated Statement of Assets and Liabilities Annexure I
2. Restated Consolidated Statement of Profit and Loss Annexure II
3. Restated Consolidated Statement of Changes in Equity Annexure III
4. Restated Consolidated Statement of Cash Flows Annexure IV
5. Notes forming part of the Restated Consolidated Financial Information Annexure V
6. Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as Annexure VI
at and for the three months periods ended June 30, 2025, and June 20, 2024, and the Audited
Consolidated Financial Statements as at and for the years ended March 31, 2025, March 31, 2024, and
March 31, 2023

315
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure I – Restated Consolidated Statement of Assets and Liabilities
(All amounts in INR millions, unless otherwise stated)
Annexure As at June 30, As at March 31,
V Note 2025 2024 2025 2024 2023
Assets
Non-current assets
Property, plant and equipment 3(a) 160.64 143.18 150.28 174.40 203.13
Right-of-use assets 3(b) 1,098.26 1,191.90 1,118.58 991.87 997.52
Intangible assets 4 0.81 1.96 0.81 2.36 5.23
Financial assets
i) Investments 5 1,689.59 3,238.34 1,670.71 1,935.60 500.00
ii) Other financial assets 6 147.02 68.44 89.48 74.32 98.07
Other non-current assets 8 212.93 141.10 148.96 101.51 65.71
Deferred tax assets (net) 30 2,118.57 - 2,117.43 - -
Total non-current assets 5,427.82 4,784.92 5,296.25 3,280.06 1,869.66
Current assets
Inventories 10 444.86 351.03 414.85 289.19 151.51
Financial assets
i) Investments 5 9,901.93 5,520.67 9,239.94 5,686.41 9,591.75
ii) Trade receivables 11 197.00 177.29 265.98 200.64 106.78
iii) Cash and cash equivalents 12 454.56 478.99 610.97 421.58 622.20
iv) Bank balances other than (iii) above 13 4,932.68 4,598.04 5,295.87 4,790.13 2,612.78
v) Others financial assets 7 805.22 1,390.04 647.23 1,552.35 1,222.09
Other current assets 9 400.14 190.10 235.28 166.10 135.43
Total current assets 17,136.39 12,706.16 16,710.12 13,106.40 14,442.54
Total assets 22,564.21 17,491.08 22,006.37 16,386.46 16,312.20

Equity and liabilities

Equity
Equity share capital 14 489.77 0.18 489.77 0.17 0.17
Other equity 15 17,806.98 13,896.03 17,468.44 12,926.24 13,394.45
Total equity 18,296.75 13,896.21 17,958.21 12,926.41 13,394.62

Liabilities
Non-current liabilities
Financial liabilities
i) Lease liabilities 31 976.25 1,032.76 994.74 862.61 839.44
Provisions 19 188.04 170.83 219.45 156.78 111.28
Total non-current liabilities 1,164.29 1,203.59 1,214.19 1,019.39 950.72
Current liabilities
Financial liabilities
i) Lease liabilities 31 216.34 191.64 204.35 178.58 177.90
ii) Trade payables 16
a) total outstanding dues of micro 207.92 100.33 149.70 140.27 83.71
enterprises and small enterprises
b) total outstanding dues of creditors 1,138.09 842.35 955.18 786.74 824.88
other than (ii)(a) above
iii) Other financial liabilities 17 1,067.54 832.34 983.16 852.01 465.65
Contract liabilities 18 141.39 212.37 170.71 233.84 226.36
Provisions 19 162.30 83.48 138.98 61.54 44.57
Other current liabilities 20 169.59 128.77 231.89 187.68 143.48
Current tax liabilities - - - - 0.31
Total current liabilities 3,103.17 2,391.28 2,833.97 2,440.66 1,966.86
Total equity and liabilities 22,564.21 17,491.08 22,006.37 16,386.46 16,312.20

The above Restated Consolidated Statement of Assets and Liabilities should be read in conjunction with Notes to the Restated Consolidated Financial Information appearing
in Annexure V and Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months period(s) ended June
30, 2025 and June 30, 2024, and Audited Consolidated Financial Statements as at and for the year(s) ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively,
as appearing in Annexure VI.

This is the Restated Consolidated Statement of Assets and Liabilities referred to in our report of even date.

For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No.: 304026E/E300009 Urban Company Limited (Formerly known as Urbanclap Technologies India
Limited and Urbanclap Technologies India Private Limited)

Abhishek Rara Abhiraj Singh Bhal Raghav Chandra

Partner Chairperson, Managing Director Executive Director and
Membership No.: 077779 and Chief Executive Officer Chief Technology and Product Officer
Date: August 29, 2025 DIN: 07005253 DIN: 07005029
Place: Gurugram Date: August 29, 2025 Date: August 29, 2025
Place: Gurugram Place: Gurugram

Abhay Krishna Mathur Sonali Singh

Chief Financial Officer Company Secretary and
Date: August 29, 2025 Compliance Officer
Place: Gurugram Membership No.: A26585
Date: August 29, 2025
Place: Gurugram

316
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure II – Restated Consolidated Statement of Profit and Loss
(All amounts in INR millions, unless otherwise stated)

Annexure For the period ended June 30, For the year ended March 31,
V Note 2025 2024 2025 2024 2023
Income
Revenue from operations 21 3,672.67 2,808.56 11,444.65 8,280.18 6,365.97
Other income 22 312.20 270.83 1,162.12 999.73 896.41
Total income 3,984.87 3,079.39 12,606.77 9,279.91 7,262.38

Expenses
Purchases of stock-in-trade 23 793.49 474.48 2,253.61 1,427.87 998.57
Changes in inventories of stock-in-trade 24 (107.58) (58.51) (127.53) (135.34) 79.41
Inventory loss on account of fire 24 90.47 - - - -
Employee benefits expense 25 992.24 841.67 3,501.22 3,448.18 3,770.86
Finance costs 26 26.83 23.02 104.75 92.00 71.92
Depreciation and amortisation expense 27 95.04 87.98 369.96 367.99 306.51
Other expenses 28 1,951.99 1,584.54 6,132.75 5,006.48 5,159.53
Total expenses 3,842.48 2,953.18 12,234.76 10,207.18 10,386.80

Restated profit/(loss) before share of net loss of 142.39 126.21 372.01 (927.27) (3,124.42)
investments accounted for using the equity
method and tax
Share of net loss of Joint Venture accounted for 37 (86.04) - (86.48) - -
using the equity method
Restated profit/(loss) before tax 56.35 126.21 285.53 (927.27) (3,124.42)

Tax expense/(credit)
Current tax - - - 0.45 0.31
Income tax for earlier periods/years - - - - 0.11
Deferred tax 30 (13.03) - (2,112.12) - -
Total tax expense/(credit) (13.03) - (2,112.12) 0.45 0.42

Restated profit/(loss) 69.38 126.21 2,397.65 (927.72) (3,124.84)

Other comprehensive income

Items that will not be reclassified to profit or loss
Remeasurement of defined benefit plans 32 47.17 (0.55) (16.70) (3.86) 10.59
Income tax effect of above 30 (11.89) - 5.31 - -
Items that will be reclassified to profit or loss
Exchange difference on translation of foreign 15 3.51 (0.67) 2.61 (1.37) 30.51
operations
Restated other comprehensive income, net of tax 38.79 (1.22) (8.78) (5.23) 41.10

Restated total comprehensive income 108.17 124.99 2,388.87 (932.95) (3,083.74)

Restated earnings per share

(Face value of ₹ 1 per share)
- Basic (in ₹ per equity share) 29 0.05 0.09 1.66 (0.66) (2.25)
- Diluted (in ₹ per equity share) 29 0.05 0.09 1.65 (0.66) (2.25)

The above Restated Consolidated Statement of Profit and Loss should be read in conjunction with Notes to the Restated Consolidated Financial Information appearing in
Annexure V and the Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements for the three months period(s) ended June 30, 2025
and June 30, 2024, and Audited Consolidated Financial Statements for the year(s) ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, as appearing in
Annexure VI.

This is the Restated Consolidated Statement of Profit and Loss referred to in our report of even date.

For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No.: 304026E/E300009 Urban Company Limited (Formerly known as Urbanclap Technologies India
Limited and Urbanclap Technologies India Private Limited)

Abhishek Rara Abhiraj Singh Bhal Raghav Chandra

Partner Chairperson, Managing Director Executive Director and
Membership No.: 077779 and Chief Executive Officer Chief Technology and Product Officer
Date: August 29, 2025 DIN: 07005253 DIN: 07005029
Place: Gurugram Date: August 29, 2025 Date: August 29, 2025
Place: Gurugram Place: Gurugram

Abhay Krishna Mathur Sonali Singh

Chief Financial Officer Company Secretary and
Date: August 29, 2025 Compliance Officer
Place: Gurugram Membership No.: A26585
Date: August 29, 2025
Place: Gurugram
317
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure III – Restated Consolidated Statement of Changes in Equity
(All amounts in INR millions, unless otherwise stated)

(A) Equity share capital

As at As at As at As at As at
(i) Issued share capital June 30, 2025 June 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Number of Amount Number of Amount Number of Amount Number of Amount Number of Amount
shares ₹ in million shares ₹ in million shares ₹ in million shares ₹ in million shares ₹ in million
At the beginning of the period/year 489,768,789 489.77 186,532 0.19 186,532 0.19 186,315 0.19 186,263 0.19
Add: Equity share capital issued/(cancelled) during the period/year (1,289) * 9,577 * 489,582,257 489.58 217 * 52 *
Outstanding at the end of the period/year 489,767,500 489.77 196,109 0.20 489,768,789 489.77 186,532 0.19 186,315 0.19

As at As at As at As at As at
(ii) Subscribed share capital June 30, 2025 June 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Number of Amount Number of Amount Number of Amount Number of Amount Number of Amount
shares ₹ in million shares ₹ in million shares ₹ in million shares ₹ in million shares ₹ in million
At the beginning of the period/year 489,767,500 489.77 185,243 0.19 185,243 0.19 185,026 0.19 184,974 0.19
Add: Equity share capital subscribed during the period/year - - 9,577 * 1,060,244 1.06 217 * 52 *
Add: Issuance of bonus equity shares - - - - 488,522,013 488.52 - - - -
Outstanding at the end of the period/year 489,767,500 489.77 194,820 0.19 489,767,500 489.77 185,243 0.19 185,026 0.19

As at As at As at As at As at
(iii) Paid-up share capital June 30, 2025 June 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Number of Amount Number of Amount Number of Amount Number of Amount Number of Amount
shares ₹ in million shares ₹ in million shares ₹ in million shares ₹ in million shares ₹ in million
At the beginning of the period/year 489,767,500 489.77 185,243 0.17 185,243 0.17 185,026 0.17 184,974 0.17
Add: Amount paid-up towards stock options exercised during the - - 9,577 * 1,060,244 1.06 217 * 52 *
period/year
Add: Amount towards partly paid-up shares called during the - - - 0.01 - 0.02 - - - -
period/year
Add: Issuance of bonus equity shares - - - - 488,522,013 488.52 - - - -
Outstanding at the end of the period/year 489,767,500 489.77 194,820 0.18 489,767,500 489.77 185,243 0.17 185,026 0.17

* Amount less than INR 0.01 million.

318
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure III – Restated Consolidated Statement of Changes in Equity
(All amounts in INR millions, unless otherwise stated)

(B) Other equity

Reserve and Surplus Items of other comprehensive income
Instruments Partner Remeasurement
entirely equity in Securities Employee stock incentivisation Retained Foreign currency of defined benefit Total other
nature premium options reserve plan reserve earnings translation reserve plans equity

As at April 01, 2022 3.83 24,016.27 3,190.13 - (11,682.67) 3.08 (16.47) 15,514.17

Restated loss for the year - - - - (3,124.84) - - (3,124.84)

Other comprehensive income:
Remeasurement gain on defined benefit plan - - - - - - 10.59 10.59
Exchange difference on translation of foreign operations - - - - - 30.51 - 30.51
Total comprehensive income - - - - (3,124.84) 30.51 10.59 (3,083.74)
Premium on equity shares issued during the year - 11.33 - - - - - 11.33
Premium on options exercised during the year - 0.57 (0.57) - - - - -
Share based payment expense for the year - - 934.60 - - - - 934.60
Partner incentivisation plan expense for the year - - - 18.09 - - - 18.09

As at March 31, 2023 3.83 24,028.17 4,124.16 18.09 (14,807.51) 33.59 (5.88) 13,394.45

Restated loss for the year - - - - (927.72) - - (927.72)

Other comprehensive income:
Remeasurement loss on defined benefit plan - - - - - - (3.86) (3.86)
Exchange difference on translation of foreign operations - - - - - (1.37) - (1.37)
Total comprehensive income - - - - (927.72) (1.37) (3.86) (932.95)
Premium on options exercised during the year - 24.59 (24.59) - - - - -
Share issuance expense - (5.86) - - - - - (5.86)
Stock options redeemed under the partner incentivisation plan - - - (1.50) - - - (1.50)
during the year
Share based payment expense for the year - - 571.26 - - - - 571.26
Partner incentivisation plan expense for the year - - - 26.88 - - - 26.88
Liability transferred to employee benefits payable - - (82.57) - - - - (82.57)
Liability transferred to payable to service providers - - - (43.47) - - - (43.47)

As at March 31, 2024 3.83 24,046.90 4,588.26 - (15,735.23) 32.22 (9.74) 12,926.24

319
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure III – Restated Consolidated Statement of Changes in Equity
(All amounts in INR millions, unless otherwise stated)

Reserve and Surplus Items of other comprehensive income

Instruments Partner Remeasurement
entirely equity in Securities Employee stock incentivisation Retained Foreign currency of defined benefit Total other
nature premium options reserve plan reserve earnings translation reserve plans equity

As at April 01, 2024 3.83 24,046.90 4,588.26 - (15,735.23) 32.22 (9.74) 12,926.24

Restated profit for the period - - - - 126.21 - - 126.21

Other comprehensive income:
Remeasurement loss on defined benefit plan - - - - - - (0.55) (0.55)
Exchange difference on translation of foreign operations - - - - - (0.67) - (0.67)
Total comprehensive income - - - - 126.21 (0.67) (0.55) 124.99
Premium on partly paid-up shares called during the period - 690.01 - - - - - 690.01
Premium on options exercised during the period - 868.72 (868.72) - - - - -
Share based payment expense for the period - - 154.79 - - - - 154.79

As at June 30, 2024 3.83 25,605.63 3,874.33 - (15,609.02) 31.55 (10.29) 13,896.03

As at April 01, 2024 3.83 24,046.90 4,588.26 - (15,735.23) 32.22 (9.74) 12,926.24

Restated profit for the year - - - - 2,397.65 - - 2,397.65

Other comprehensive income:
Remeasurement loss on defined benefit plan - - - - - - (11.39) (11.39)
Exchange difference on translation of foreign operations - - - - - 2.61 - 2.61
Exchange difference reversed on liquidation of foreign - - - - - (16.36) - (16.36)
operations
Total comprehensive income - - - - 2,397.65 (13.75) (11.39) 2,372.51
Premium on partly paid-up shares called during the year - 1,932.51 - - - - - 1,932.51
Premium on options exercised during the year - 970.29 (970.29) - - - - -
Issuance of bonus equity shares - (488.52) - - - - - (488.52)
Share based payment expense for the year - - 725.70 - - - - 725.70

As at March 31, 2025 3.83 26,461.18 4,343.67 - (13,337.58) 18.47 (21.13) 17,468.44

320
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure III – Restated Consolidated Statement of Changes in Equity
(All amounts in INR millions, unless otherwise stated)

Reserve and Surplus Items of other comprehensive income

Instruments Partner Remeasurement
entirely equity in Securities Employee stock incentivisation Retained Foreign currency of defined benefit Total other
nature premium options reserve plan reserve earnings translation reserve plans equity

As at April 01, 2025 3.83 26,461.18 4,343.67 - (13,337.58) 18.47 (21.13) 17,468.44

Restated profit for the period - - - - 69.38 - - 69.38

Other comprehensive income:
Remeasurement gain on defined benefit plan - - - - - - 35.28 35.28
Exchange difference on translation of foreign operations - - - - - 3.51 - 3.51
Total comprehensive income - - - - 69.38 3.51 35.28 108.17
Share based payment expense for the period - - 230.37 - - - - 230.37

As at June 30, 2025 3.83 26,461.18 4,574.04 - (13,268.20) 21.98 14.15 17,806.98

The above Restated Consolidated Statement of Changes in Equity should be read in conjunction with Notes to the Restated Consolidated Financial Information appearing in Annexure V and Statement of Adjustments to the Audited Special
Purpose Interim Consolidated Financial Statements for the three months period(s) ended June 30, 2025 and June 30, 2024, and Audited Consolidated Financial Statements for the year(s) ended March 31, 2025; March 31, 2024 and March 31,
2023, respectively, as appearing in Annexure VI.

For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors
Firm Registration No. 304026E/E300009 Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and
Urbanclap Technologies India Private Limited)

Abhishek Rara Abhiraj Singh Bhal Raghav Chandra

Partner Chairperson, Managing Director Executive Director and
Membership No.: 077779 and Chief Executive Officer Chief Technology and Product Officer
Date: August 29, 2025 DIN: 07005253 DIN: 07005029
Place: Gurugram Date: August 29, 2025 Date: August 29, 2025
Place: Gurugram Place: Gurugram

Abhay Krishna Mathur Sonali Singh

Chief Financial Officer Company Secretary and
Date: August 29, 2025 Compliance Officer
Place: Gurugram Membership No.: A26585
Date: August 29, 2025
Place: Gurugram

321
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure IV – Restated Consolidated Statement of Cash Flows
(All amounts in INR millions, unless otherwise stated)

Annexure For the period ended June 30, For the year ended March 31,
V Note 2025 2024 2025 2024 2023
Cash flow from operating activities
Restated profit / (loss) before tax 56.35 126.21 285.53 (927.27) (3,124.42)
Adjustments for:
Share based payment expense 25 230.37 154.79 725.70 571.26 934.60
Partner incentivisation plan expense 28 - - - - 18.09
Depreciation and amortisation expense 27 95.04 87.98 369.96 367.99 306.51
Impairment of property, plant and equipment 28 - 22.34 22.34 - -
Property, plant and equipment written off 28 0.17 3.77 3.77 4.85 2.29
Advances written off 28 0.01 - 1.23 3.23 3.85
Liabilities no longer required, written back 22 (3.31) - (0.22) (12.47) (7.77)
Inventory loss on account of fire 24 90.47 - - - -
Foreign Currency Translation Reserve 15 3.51 (0.67) 2.61 (1.37) 30.51
Allowance for doubtful recoveries of advances 28 (0.06) (0.10) 5.78 (0.51) (2.12)
Net gain on lease modification 22 (0.10) (18.99) (22.00) (7.81) (74.64)
Bad debts 28 - - 23.37 7.47 1.46
Allowances for bad and doubtful debts 28 2.50 2.84 27.13 3.32 43.64
Share of loss of Joint Venture 37 86.04 - 86.48
Fair value gain on mutual funds at FVTPL 22 (0.01) 0.88 0.27 (0.57) (2.14)
Gain on sale of mutual funds 22 (4.43) (4.89) (20.43) (27.15) (42.63)
Loss / (gain) on disposal of property, plant and equipment 28 - - (2.44) 0.67 (0.05)
(net)
Unwinding of discount on security deposits 22 (2.30) (2.09) (8.45) (9.72) (8.47)
Interest paid on lease liabilities 26 26.83 23.02 104.75 92.00 71.92
Interest income from bonds and zero coupon bonds 22 (108.30) (64.79) (370.96) (168.89) (277.59)
Interest income on bank fixed deposits 22 (98.28) (106.30) (400.95) (356.85) (198.23)
Interest income on corporate fixed deposits 22 (97.46) (73.83) (309.14) (401.38) (255.75)
Interest income on income tax refund 22 - - (4.64) (2.67) (4.97)
Fair value gain on other investments at FVTPL 22 - - (10.71) - -
Exchange difference reversed on liquidation of foreign 22 - - (16.36) - -
operations
Operating profit / (loss) before working capital changes 277.04 150.17 492.62 (865.87) (2,585.91)

Movement in working capital:

(Increase) / decrease in trade receivables 66.48 20.51 (115.84) (104.66) (85.90)
(Increase) / decrease in inventories (107.76) (61.84) (125.66) (137.68) 79.40
(Increase) / decrease in other financial assets 21.31 103.75 43.74 (99.64) (62.19)
(Increase) / decrease in other assets (184.89) (24.00) (71.54) (33.90) (2.49)
Increase / (decrease) in trade payables 244.44 15.67 178.09 30.90 149.13
Increase / (decrease) in other financial liabilities (10.66) (19.67) 86.00 286.31 29.56
Increase / (decrease) in other current liabilities (62.30) (58.91) 44.21 44.19 38.96
Increase / (decrease) in contract liabilities (29.32) (21.47) (63.13) 7.48 36.80
Increase / (decrease) in provisions 39.08 35.44 123.41 58.60 36.41
Cash generated from / (used in) operations 253.42 139.65 591.90 (814.27) (2,366.23)
Taxes paid (net of refunds) (34.86) (39.59) (46.32) (41.48) (11.75)
Net cash generated from / (used in) operating activities (A) 218.56 100.06 545.58 (855.75) (2,377.98)

Cash flow from investing activities

Proceeds from sale of property, plant and equipment - 0.04 11.78 2.58 0.58
Purchase of property, plant and equipment and other (47.73) (20.70) (121.36) (89.82) (150.47)
intangible assets
Investment in compulsorily convertible preference shares of - - - - (500.00)
Vivish Technologies Private Limited
Investment in Joint Venture - - (34.34) - -
Investment in equity shares of Vivish Technologies Private - - - - *
Limited
Investment in compulsorily convertible preference shares of - - - (10.00) -
Karban Envirotech Private Limited
Investment in bank fixed deposits (1,459.23) (1,800.26) (7,745.19) (8,234.86) (5,387.00)
Investment in corporate fixed deposits (920.10) (770.93) (3,800.93) (3,925.00) (5,755.00)
Proceeds from maturity of bank fixed deposits 1,639.13 2,012.26 8,076.44 6,225.53 8,495.20
Proceeds from maturity of corporate fixed deposits 510.93 1,050.00 3,070.00 5,105.00 5,299.99
Purchase of mutual funds (328.33) (239.52) (1,693.94) (3,204.32) (9,866.56)
Proceeds from sale of mutual funds 358.32 280.01 1,648.30 3,394.97 9,686.28

* Amount less than INR 0.01 million.

322
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure IV – Restated Consolidated Statement of Cash Flows
(All amounts in INR millions, unless otherwise stated)

Annexure For the period ended June 30, For the year ended March 31,
V Note 2025 2024 2025 2024 2023

Purchase of debt instruments - NCDs and ZCBs (949.76) (1,404.51) (4,819.91) (2,904.62) (6,546.23)
Proceeds from maturity of debt instruments - NCDs and 625.24 - 2,333.62 3,760.66 6,892.45
ZCBs
Interest received on bank fixed deposits 98.26 134.55 455.36 256.55 317.54
Interest received on corporate fixed deposits 44.38 82.58 249.61 382.69 260.05
Interest received on debt instruments - NCDs and ZCBs 135.57 16.75 376.05 194.65 240.96
Net cash generated from / (used in) investing activities (B) (293.32) (659.73) (1,994.51) 954.01 2,987.79

Cash flow from financing activities

Proceeds from the issue of equity shares (including - * 1.06 - 11.33
securities premium)
Proceeds from partly paid-up equity shares called during the - 690.02 1,932.53 - -
period/year
Share issue expense - - - (5.86) -
Interest on income tax refund - - 4.64 2.67 4.97
Payment towards partner incentivisation plan - - - (1.50) -
Interest paid on lease liabilities 31 (26.83) (23.02) (104.75) (92.00) (71.92)
Repayment of lease liabilities 31 (54.70) (49.97) (194.64) (202.37) (197.20)
Net cash generated from / (used in) financing activities (C) (81.53) 617.03 1,638.84 (299.06) (252.82)

Net increase / (decrease) in cash and cash equivalents (A+B+C) (156.29) 57.36 189.91 (200.80) 356.99
Effect of exchange rate changes on cash and cash (0.12) 0.05 (0.52) 0.18 (1.60)
equivalents
Cash and cash equivalents at the beginning of the 12 610.97 421.58 421.58 622.20 266.81
period/year
Cash and cash equivalents at the end of the period/year 454.56 478.99 610.97 421.58 622.20

Reconciliation of cash and cash equivalents as per the Statement of Cash Flows
Cash and cash equivalents as per above comprise of the following:
Balance with banks - in current accounts 12 339.16 353.27 271.62 421.58 522.20
Deposits with original maturity of less than or equal 12 115.40 125.72 339.35 - 100.00
to three months
Balance as per the Statement of Cash Flows 454.56 478.99 610.97 421.58 622.20

Non-cash investing and financing transactions, if any

Acquisition of right-of-use assets 3(b) 52.13 313.44 458.67 270.44 837.63

* Amount less than INR 0.01 million.

The above Restated Consolidated Statement of Cash Flows should be read in conjunction with Notes to the Restated Consolidated Financial Information appearing
in Annexure V and Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements for the three months period(s) ended June
30, 2025 and June 30, 2024, and Audited Consolidated Financial Statements for the year(s) ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively,
as appearing in Annexure VI.

For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No.: 304026E/E300009 Urban Company Limited (Formerly known as Urbanclap Technologies India
Limited and Urbanclap Technologies India Private Limited)

Abhishek Rara Abhiraj Singh Bhal Raghav Chandra

Partner Chairperson, Managing Director Executive Director and
Membership No.: 077779 and Chief Executive Officer Chief Technology and Product Officer
Date: August 29, 2025 DIN: 07005253 DIN: 07005029
Place: Gurugram Date: August 29, 2025 Date: August 29, 2025
Place: Gurugram Place: Gurugram

Abhay Krishna Mathur Sonali Singh

Chief Financial Officer Company Secretary and
Date: August 29, 2025 Compliance Officer
Place: Gurugram Membership No.: A26585
Date: August 29, 2025
Place: Gurugram

323
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

General information

These Restated Consolidated Financial Information comprise the restated financial information of Urban Company Limited (formerly known as Urbanclap
Technologies India Limited and Urbanclap Technologies India Private Limited) hereinafter referred to as the (“Holding Company” or “the Company”) and its
subsidiaries, (the Holding Company and its subsidiaries together referred to as “the Group”), its Joint Venture and Trusts, for the three months period(s) ended June
30, 2025 and June 30, 2024 and the year(s) ended March 31, 2025, March 31 2024 and March 31, 2023.

The Group is primarily engaged in the business of providing an e-commerce platform through its online portal ([Link]) and its mobile application
(the “UC App”), thus enabling the customers registered on its platform to search and hire service professionals for their household & beauty needs. The Group sells
products to these service professionals used for rendering services. The Group also sells home appliances under the Native brand to consumers.

The registered office of the Holding Company is situated at Unit No. 08, Ground Floor, Rectangle 1, D4, Saket District Centre New Delhi, South Delhi, 110017,
India and its corporate office is located at 7th Floor, GoWork, Plot No 183, Udyog Vihar, Phase I, Sector 20, Industrial Complex, Dundahera, Haryana, 122016,
India.

Pursuant to the Board resolution dated January 21, 2025, and the Shareholders’ resolution dated January 31, 2025, the Holding Company approved its conversion
into a public limited company in terms of the relevant provisions of the Companies Act, 2013, and the rules made thereunder. Upon conversion, name of the Holding
Company was changed from "Urbanclap Technologies India Private Limited" to “Urbanclap Technologies India Limited” and a fresh certificate of incorporation
dated February 13, 2025, was issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana situated at New Delhi, India ("ROC"). Further,
pursuant to a subsequent Board resolution dated February 19, 2025, and a special resolution dated March 18, 2025, passed by the Shareholders, the name of the
Holding Company was changed to “Urban Company Limited,” consequent upon which, a fresh certificate of incorporation dated April 02, 2025, was issued by the
ROC.

This Restated Consolidated Financial Information was authorized for issue in accordance with a resolution of the Board of Directors on August 29, 2025.

1. Summary of material accounting policies

This note provides a list of the material accounting policies adopted in the preparation of the Restated Consolidated Financial Information. These policies have been
consistently applied to all the periods/years presented, unless otherwise stated.

a. Basis of preparation

(i) Compliance with Indian Accounting Standards and basis of preparation

The Restated Consolidated Financial Information of the Group, its joint venture and Trusts comprises of the Restated Consolidated Statement of Assets and
Liabilities as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, and the Restated Consolidated Statement of Profit and Loss,
the Restated Consolidated Statement of Changes in Equity and the Restated Consolidated Statement of Cash Flows for the three months period(s) ended June 30,
2025 and June 30, 2024, and for the year(s) ended March 31, 2025, March 31, 2024 and March 31, 2023, Notes to the Restated Financial Information and Statement
of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements for the three months period(s) ended June 30, 2025 and June 30, 2024
and Audited Consolidated Financial Statements for the year(s) ended March 31, 2025, March 31, 2024 and March 31, 2023 (“Statement of Adjustments to the
Audited Financial Statements”) are together referred as "Restated Consolidated Financial Information".

The Restated Consolidated Financial Information has been prepared by the Management of the Holding Company for the purpose of inclusion in the Red Herring
Prospectus (‘RHP’) and the Prospectus (the ‘Prospectus’), to be filed by the Holding Company with the Securities and Exchange Board of India (‘SEBI’), BSE
Limited (‘BSE’), National Stock Exchange of India Limited (‘NSE’) and the Registrar of Companies, National Capital Territory of Delhi and Haryana (the
“ROC”), as applicable, in connection with proposed Initial Public Offering (‘IPO’) of its Equity Shares (‘Offering’).

The Restated Consolidated Financial Information are presented in Indian Rupee (INR) which is the functional currency of the Holding Company. All amounts
have been rounded off to two decimal places to the nearest million, except earnings per share data, and unless otherwise stated.

The Restated Consolidated Financial Information, which has been approved by the Board of Directors of the Holding Company, has been prepared in accordance
with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended from time to time ("the Act");
b) Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended to date (the “SEBI ICDR Regulations”) issued by the SEBI; and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended
from time to time (the “Guidance Note”).

The Restated Consolidated Financial Information has been prepared by the Management of the Holding Company from:

a) Audited Special Purpose Interim Consolidated Financial Statements of the Group, its Joint Venture and Trusts, as at and for the three months period ended
June 30, 2025, prepared in accordance with Indian Accounting Standard 34 (“Ind AS 34”) “Interim Financial Reporting”, prescribed under Section 133 of
the Act and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on August
29, 2025;

b) Audited Special Purpose Interim Consolidated Financial Statements of the Group and Trusts as at and for the three months period ended June 30, 2024
prepared in accordance with the Indian Accounting Standard 34 ('Ind AS 34') "Interim Financial Reporting", prescribed under Section 133 of the Act and
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Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

other accounting principles generally accepted in India, except for non-inclusion of comparative information, which have been approved by the Board of
Directors at their meeting held on August 29, 2025;

c) Audited Consolidated Financial Statements of the Group, its Joint Venture and Trusts as at and for the year(s) ended March 31, 2025, and Audited
Consolidated Financial Statements of the Group and Trusts as at and for the year(s) ended March 31, 2024 and March 31, 2023, prepared in accordance
with the Indian Accounting Standard (“Ind AS”), as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules
2015, as amended, which have been approved by the Board of Directors at their meetings held on June 05, 2025, May 31, 2024 and July 17, 2023,
respectively.

The accounting policies have been consistently applied by the Group, its Joint Venture and Trusts in preparation of the Restated Consolidated Financial
Information, and are consistent with those adopted in the preparation of Audited Special Purpose Interim Consolidated Financial Statements for the three months
period ended June 30, 2025. This Restated Consolidated Financial Information does not reflect the effects of events that occurred subsequent to the respective
dates of auditor’s reports on Audited Special Purpose Interim Consolidated Financial Statements and the Audited Consolidated Financial Statements mentioned
above.

The Restated Consolidated Financial Information:

a) have been prepared after incorporating adjustments in respect of changes in the accounting policies, material errors, and regrouping/reclassifications,
retrospectively, for the three months period ended June 30, 2024 and the year(s) ended March 31, 2025, March 31, 2024, and March 31, 2023, to reflect the
same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the three months period ended June 30, 2025;
and

b) do not require any adjustment for qualifications as there are no qualifications in the underlying auditors’ reports which require any adjustments.

(ii) Historical cost convention

The Restated Consolidated Financial Information have been prepared on the historical cost convention on an accrual basis, except for the following which have
been measured at fair value:

● Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments).
● Defined employee benefit plans- measured at fair value; and
● Share-based payment.

(iii) New and amended standards adopted by the Group

The Ministry of Corporate Affairs has amended the Companies (Indian Accounting Standard) Rules, 2015 via notifications dated May 7 2025, to amend Ind AS
21, The Effects of Changes in Foreign Exchange Rates.

This amendment did not have any material impact on the amounts recognized and is not expected to significantly affect the current or future periods.

b. Revenue recognition

The Group generates revenue by providing an online/mobile app marketplace, which enables the end users registered on its platform to search and hire service
professionals for their household needs. The Group also earns revenue from subscriptions, sale of traded goods to service professionals, sale of goods under single
brand retail trade, and other ancillary services.

Revenue towards satisfaction of a performance obligation is measured at the amount of the transaction price allocated towards that performance obligation. The
transaction price of the goods sold and services rendered is net of any taxes collected from customers, which are remitted to government authorities, and discounts
and rebates offered by the Group. The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised
goods or services.

The Group’s revenues from rendering of services are categorized into ‘Platform related services’ and ‘Customer membership and other services.

Critical judgments involved in revenue recognition:

Platform services and transactions

The Group has separate contractual arrangements with end users and service professionals, respectively, which specify the rights and obligations of each party. An
end user initiates the transaction, which requires acceptance from the service professionals. The acceptance of the transaction, combined with the contractual
agreement, creates enforceable rights and obligations for each party.

Principal vs. agent - Service revenue

Judgment is required in determining whether the Group is the principal or agent in transactions with service professionals and end users. The Group evaluates the
presentation of revenue on a gross or net basis based on whether the Group control the service provided and is legally responsible for fulfilling the promise to the
end user acting as the principal (i.e. “gross”), or the Group arranges for other parties to provide the service to the end user and act as an agent (i.e. “net”). This
determination also impacts the presentation of incentives provided to service professionals to the extent that they are not customers.

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Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

The Group acts as an agent wherein the fulfilment of services is the responsibility of a service professional; accordingly, the gross order value is not recognized as
revenue, only the convenience and platform fee to which the Group is entitled is recognized as revenue.
The Group also acts as a principal service provider in the following cases:

● The Group (through its subsidiary, Handy Home Private Limited) provides pest control and wall décor services to customers.
● The Group’s Joint Venture, Company Waed Khadmat Al-Munzal For Marketing, acts as a service provider in the Kingdom of Saudi Arabia.

In both these cases, the Group recognizes revenue for 100% of the contract price net of discounts, rebates, and incentives provided to the customers.

Identification of the customer

The Group considers a party to be a customer if that party has contracted with the entity to obtain goods or services that are an output of the entity’s ordinary activities
in exchange for consideration. Based on the terms of use and substance of the arrangement, the end users are considered customers of the Group for the convenience
fee and platform fee, memberships sold, sale of goods under Native, and other charges levied. Service professionals are considered as the customers to the extent of
subscription purchased by service professionals, payment facilitation fees and other charges, and the sale of traded goods used in the rendering of services.

Platform services and transactions

The Group has separate contracts with end users and service professionals, respectively, which specify the rights and obligations of each party. An end user initiates
the transaction, which requires acceptance from the service professionals. The acceptance of the transaction, combined with the contractual agreement, creates
enforceable rights and obligations for each party.

Platform and related services

 Convenience and platform fee

Income generated from end users for use of its platform-related services is recognized when the transaction is completed as per the terms of the arrangement
with the end user, being the point at which the Group has no remaining performance obligation.

 Subscription revenue
Revenues from subscription contracts are recognized over the contract period on a systematic basis, in accordance with the terms of the agreement entered
with the service professionals. Such subscription revenue includes contracts with service professionals, wherein the Group assures a certain minimum business
to the subscribed service professionals over the contract period. In these cases, revenue is recognized when both the conditions of the contract period and the
minimum business for the subscribed service professional are achieved.

Customer membership and others

 Membership revenue
Revenues from end user memberships are recognized over the contract period on a systematic basis, in accordance with the terms of the agreement entered
with the customer.

 Payment Facilitation Fees

The Group generates revenue on account of payment facilitation fees from service professionals to be levied for facilitating the collection and remittance of
payment from end users to service professionals. The payment facilitation fee is recognized when the transaction is completed as per the terms of the
arrangement with service professionals, being the point at which the Group has no remaining performance obligation.

Sale of products

 Sale of goods - Native

The Group sells goods to end users under the ‘Native’ brand via their own app/ website/ retail store and consignment intermediaries. Revenue from the sale
of goods is recognized at a point in time when the performance obligations are satisfied upon transfer of control of the promised goods to end users, i.e., when
the goods are delivered to end users. The Group considers itself a principal in this arrangement, and accordingly, the revenue is recognized at the gross value,
as reduced by discounts, incentives, and other such items offered to customers, and channel margins to the consignment intermediaries.

 Sale of traded goods

The Group also sells goods to service professionals, which are used by them to render services on the UC platform. Revenue from the sale of traded goods is
recognized at a point in time when the performance obligations are satisfied upon transfer of control of the promised goods to service professionals, i.e., when
the traded goods are delivered to service professionals. The Group considers itself a principal in this arrangement, and accordingly, the revenue is recognized
at sale value minus variable considerations such as discounts, incentives, and other such items offered to service professionals.

Discounts, wallet balance, credits, and other incentives

The Group offers various types of incentives to end users to promote transactions on its platform as well as goodwill refunds in case of poor quality. These payments
are generally in the nature of discount coupons, cash credits, wallet balances, etc., which are applied against the transaction price. These incentives are recorded as
a reduction to the convenience and platform fee revenue on a transaction-by-transaction basis. Payments in excess of the revenue earned from end users at an
individual transaction level are recorded as sales promotion expenses. These include payment to end users where the Group is not responsible for the delivery of
services and are given at the Group’s discretion to compensate for any service delivery concerns raised by these end users.

The Group also pays certain incentives to service providers in arrangements where such service providers are not determined to be ‘customers’, considering the
contracts with such service providers and end users. In such scenarios, the incentives are recognized as an expense under ‘Incentive to service professionals.’
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CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Contract liabilities

The Group recognizes a contract liability for an obligation to transfer goods or services to a customer for which the Group has received consideration (or the amount
is due) from the customer. This includes advances received from service providers and end users for the future purchase of traded goods / Native products, and
towards subscription/membership purchased.

c. Other income

Profits on the sale of mutual funds and the fair value impact on mark-to-market contracts are recognized upon transaction completion and/or on the reporting date,
as applicable. Interest income is recognized using the effective interest method or time-proportion method, based on rates implicit in the transaction. Dividend income
is recognized when the Group’s right to receive dividends is established.

d. Property, plant & equipment

All items of property, plant & equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, if any.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate
asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period/year in which they are incurred.

Depreciation methods, estimated useful lives, and residual value

Depreciation is recognized on a straight-line basis over the estimated useful lives, net of residual values. The estimated useful lives, residual values, and depreciation
methods are reviewed at the end of each reporting period/year, with the effect of any changes in estimate accounted for on a prospective basis.

Estimated useful lives of the assets are as follows:

Assets category Estimated useful life

Computers End User Products 3 years

Plant and Machinery * 2-5 years

Office Equipment 5 Years

Furniture and Fittings 10 years

Computer Server & Network 6 years

Electrical equipment and installation 10 years

*Based on technical evaluation, the management believes that the useful lives as given above best represent the period over which the management expects to use
these assets. Hence, the useful life for these assets is different from the useful lives as described under Part C of Schedule II of the Companies Act, 2013.

Leasehold improvements are depreciated over the shorter of their useful life or the lease term, unless the Group expects to use the assets beyond the lease term.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period/year.

Depreciation on additions/ disposals is provided on a pro-rata basis, i.e., from/up to the date on which the asset is ready for use/disposed off.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. Such gains/losses are included in profit or loss within ‘Other
expenses’ (Note 28 of the Restated Consolidated Financial Information).

e. Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period/year, the Group reviews the carrying amounts of its assets to determine whether there is any indication of impairment based on
internal/ external factors.

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Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

f. Leases

Group as a lessee

As a lessee
The Group’s leased assets primarily consist of leases for buildings. At inception or upon reassessment of a contract that contains a lease component, the Group
allocates the consideration in the contract to each lease component on the basis of its relative standalone price.

Right-of-use assets
The right-of-use asset is depreciated from the commencement date on a straight-line basis over the shorter of the lease term and the useful life of the underlying
asset. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is
recognized in the Restated Statement of Profit and Loss.

Lease liabilities
The lease liability is initially measured at the present value of lease payments that are not paid at the commencement date. The lease payments are discounted using
the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses an incremental borrowing rate.

The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the ‘lease of low-value assets’ recognition exemption to the leases that are considered to
be of low value. Lease payments on short-term leases and leases of low-value assets are recognized as an expense on a straight-line basis over the lease term.

g. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets
and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.

Financial assets other than trade receivables and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss which are
recognized immediately in the Restated Consolidated Statement of Profit and Loss) are added to, or deducted from, the fair value of the financial assets or financial
liabilities, as appropriate, upon initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value
through profit or loss are recognized immediately in the Restated Consolidated Statement of Profit and Loss. Regular way purchase and sale of financial assets are
accounted for at the trade date.

Financial assets

Classification of financial assets at amortised cost

The Group classifies its financial assets at amortised cost only if both the following criteria are met:
 The asset is held within a business model whose objective is to collect contractual cash flows, and
 Contractual terms give rise to cash flows that are solely payments of principal and interest.

Financial assets classified at amortised cost comprise trade receivables, security deposits, recoverable from payment gateways and service providers, investments in
non-convertible debentures, zero coupon bonds, and fixed deposits.

Classification of financial assets at fair value through profit or loss

The Group classifies the following financial assets at fair value through profit or loss (FVTPL):
 Equity investments that are held for trading, and equity investments for which the Group has not elected to recognize fair value gains and losses through OCI
– such as investment in the compulsorily convertible preference shares of Vivish Technologies Private Limited and Karban Envirotech Private Limited.

h. Share based payments

Employees of the Group receive remuneration in the form of equity-settled instruments for rendering services over a defined vesting period. Equity-settled share
based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date using an appropriate
valuation model.

The Holding Company has the Employee Stock Option Plan (“ESOP 2015”) and the Employees Restricted Stock Unit Plan (RSU), subsequently renamed as
"Employee Stock Option Plan, 2022" (“ESOP 2022”), for eligible employees of the Group, which entitles the employee to receive equity instruments of the Holding
Company, provided the specified vesting conditions are met and is classified as 'Equity-settled share based payments'.

The fair value determined at the grant date of the equity-settled share based payments is expensed over the vesting period on a straight-line basis, based on the
Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period/year, the Group revises
its estimate of the number of equity instruments expected to vest. The impact of revision of the original estimates, if any, is recognized in the Restated Consolidated
Statement of Profit and Loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits
reserve. Also refer notes 15 and 33.

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CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

i. Segment reporting

Operating segments are those components of the business whose operating results are regularly reviewed by the Chief Operating Decision Making (CODM) body
in the Group to make decisions for performance assessment and resource allocation.

The reporting of segment information is the same as provided to the management for the purpose of performance assessment and resource allocation to the segments.
The Board of Directors of the Holding Company was identified as CODM. Also refer note 46 (i).

The identified reporting segments of the Group are as below:

 India consumer services - This segment covers results from operating an online marketplace, which helps registered customers search for and hire
registered service professionals for their household service needs. This segment also covers the results from the sale of products, tools, and consumables
sold to service professionals for use during service delivery on the platform. This segment covers only India operations.

 Native - This segment covers results from the sale of Native branded products to customers.

 International business - This segment covers results from operating an online marketplace, which helps registered customers search for and hire
registered service professionals for their household service needs. This segment covers results from business operations outside India.

Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to any reporting
segment have been allocated to the respective segments based on the number of deliveries, or the number of employees, or the gross margin, wherever deemed fit
and as reviewed by CODM. Refer note 42 for more details about the reportable segments of the Group.

j. Deferred tax assets

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Restated Consolidated Financial Information and
the corresponding tax bases used in the computation of taxable profit/(Loss). Deferred tax liabilities are generally recognized for all taxable temporary differences.
Deferred tax assets are generally recognized for all deductible temporary differences and carry forward losses to the extent that it is probable that taxable profits will
be available against which those deductible temporary differences and carry forward losses can be utilized. Deferred tax is not recognized if it arises from the initial
recognition of assets and liabilities in a transaction (other than in a business combination) that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period/year and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the assets to be recovered. Unrecognized deferred tax assets are reassessed at each reporting date and are
recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates (and laws) that are expected to apply in the period/year when the asset is realized or the liability is
settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. Significant management judgment is required to
determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits, together with future tax planning
strategies.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities, and the deferred
taxes relate to the same taxable entity and the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right
to offset and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

k. Employee benefits

(i) Short-term employee benefits

Short-term employee benefits are recognized as an expense on an accrual basis.

(ii) Defined contribution plan

The Group makes defined contributions to the Government Employee Provident Fund, which are recognized in the Restated Consolidated Statement of Profit and
Loss, on an accrual basis. The Group recognizes the contribution payable to the provident fund scheme as an expense when an employee renders the related
service. The Group has no obligation, other than the contribution payable to the provident fund.

(iii) Defined benefit plan

The Holding Company and its Indian subsidiary operate a defined benefit gratuity plan in India. The Holding Company and its Indian subsidiary’s liabilities under
The Payment of Gratuity Act, 1972, are determined on the basis of an actuarial valuation made at the end of each reporting period/year using the projected unit
credit method.

(iv) Employees’ end-of-service benefit

The foreign subsidiaries provide end of service benefits to its employees in accordance with the labour laws of their respective countries. The entitlement to these
benefits is usually based upon the employees’ final salary and length of service, subject to the completion of a minimum service period as stipulated in the labour

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Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

laws. The expected costs of these benefits are accrued over the period of employment. The provision relating to end of service benefits is classified as a non-
current and current liability based on an actuarial valuation made at the end of each reporting period/year using the projected unit credit method.

(v) Compensated absences

The employees of the Group are entitled to compensated absences. Employees can carry forward a portion of the unutilized accumulated compensated absences
and utilize them in future periods/years or receive cash at retirement or termination of employment. The Group presents the entire leave as a current liability in the
Balance Sheet, since it does not have any unconditional right to defer its settlement for twelve months after the reporting date.

2. (a) Summary of other accounting policies

(i) Trade payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the period/year, that remain unpaid as at the end of the reporting
period/year. The amounts are unsecured. Trade payables are presented as current liabilities, unless the payment is not due within 12 months after the reporting
period/year. They are recognized initially at their fair value, and are subsequently measured at amortised cost using the effective interest method.

(ii) Provisions

Provisions for expenses

Provisions for expenses are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will
be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period/year, taking
into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its
carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it
is virtually certain that reimbursement will be received, and the amount of receivable can be measured reliably.

Provision for warranty

The Group typically provides warranties for products sold under Native, which cover repairs of defects that existed at the time of sale and services for two years
from the date of sale of goods. These assurance-type warranties are accounted for under the Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets.

Warranty provisions are determined based on the current period/year’s percentage of warranty expense to the sale of the same types of goods for which the warranty
is currently being determined. The same percentage to the sales is applied for the current accounting period/year to derive the warranty expense to be accrued. It is
adjusted to account for unusual factors related to the goods that were sold, such as defective inventory lying at the dealers/e-commerce.

The warranty claims may not exactly match the historical warranty percentage, so such estimates are reviewed annually for any material changes in assumptions and
likelihood of occurrence.

(iii) Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more
uncertain future events beyond the control of the Group or a present obligation that is not recognized because it is not probable that an outflow of resources will be
required to settle the obligation. Contingent liability also arises in extremely rare cases when there is a liability that cannot be recognized because it cannot be
measured reliably.

The Group does not recognize a contingent liability but discloses its existence in the financial statements.

(iv) Inventories

Inventories are valued at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (FIFO) method. Net realizable value represents the
estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale.

Cost of inventories comprises all costs of purchase, costs of conversion, and other costs incurred in bringing the inventories to their present location and condition.

Obsolete and defective inventory is duly provided for, based on management estimates.

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Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

(v) Income Tax

Income tax expense or credit for the period/year is the tax payable on the current period/year’s taxable income based on the applicable income tax rate adjusted by
changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Current tax is calculated using tax rates that have been enacted or substantially enacted by the end of the reporting period/year.

The management periodically evaluates the positions taken in tax returns with respect to situations in which the applicable tax regulation is subject to interpretation
and establishes provisions, where appropriate, based on the amounts expected to be paid to the tax authorities.

Current tax and deferred tax relating to items recognized outside the Statement of Profit and Loss are recognized outside the Statement of Profit and Loss (either in
OCI or in equity). Current tax and deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.

(vi) Financial instruments

Financial assets

All recognized financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial
assets.

Classification and measurement of financial instruments

Financial assets at Amortised Cost

Debt instruments that meet the following conditions are subsequently measured at amortised cost (except for debt instruments that are designated as at fair value
through profit or loss on initial recognition):

 The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
 Contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.

After the initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is
calculated by taking into account any discount or premium on acquisition, and fees or costs that are an integral part of the EIR. EIR amortisation is included in other
income in the Restated Consolidated Statement of Profit and Loss.

The losses arising from impairment are recognized in the Restated Consolidated Statement of Profit and Loss. This category generally applies to investment in
redeemable preference shares, loans to employees, trade, and other receivables.

Financial assets at fair value through profit or loss (FVTPL)

Debt instruments that do not meet the amortised cost criteria or FVTOCI criteria are measured at FVTPL. In addition, debt instruments that meet the amortised cost
criteria or the FVTOCI criteria but are designated as at FVTPL are measured at FVTPL.

A financial asset that meets the amortised cost criteria or debt instruments that meet the FVTOCI criteria may be designated as at FVTPL upon initial recognition if
such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognizing
the gains and losses on them on different bases. The Group has not designated any debt instrument as at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period/year, with any gains or losses arising on remeasurement recognized in the
Restated Consolidated Statement of Profit and Loss. The net gain or loss recognized in the Restated Consolidated Statement of Profit and Loss incorporates any
dividend or interest earned on the financial asset and is included in the ‘Other income’ line item.

The Group subsequently measures all equity investments at fair value. Where the management has elected to present fair value gains and losses on equity investments
in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to the Restated Consolidated Statement of Profit and Loss
following the derecognition of the investment.

Dividends from such investments are recognized in the Restated Consolidated Statement of Profit and Loss as ‘Other Income’ when the Group’s right to receive
payments is established.

Impairment of financial assets

The Group applies the Expected Credit Loss (“ECL”) model for recognizing impairment loss on financial assets measured at amortised cost, debt instruments, trade
receivables, other contractual rights to receive cash or other financial assets not designated as at FVTPL.

Expected credit losses are the weighted average of credit losses, with respective risks of default occurring as the weights. Credit loss is the difference between all
contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive (i.e., all cash shortfalls),
discounted at the original effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired financial assets). The Group
estimates cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) through the
expected life of that financial instrument.

331
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

The Group measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument
has increased significantly since the initial recognition. If the credit risk on a financial instrument has not increased significantly since the initial recognition, the
Group measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. 12-month expected credit losses are a portion
of the lifetime expected credit losses and represent the lifetime cash shortfalls that will result if a default occurs within the 12 months after the reporting date, and
thus, are not cash shortfalls that are predicted over the next 12 months.

When making the assessment of whether there has been a significant increase in credit risk since initial recognition, the Group uses the change in the risk of a default
occurring over the expected life of the financial instrument, instead of the change in the amounts of expected credit losses. To make that assessment, the Group
compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the
date of the initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant
increases in credit risk since the initial recognition.

For trade receivables or any contractual right to receive cash or another financial asset that results from transactions that are within the scope of Ind AS 115, the
Group always measures the loss allowance at an amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Group has used a practical expedient as permitted under Ind
AS 109. This expected credit loss allowance is computed based on a provision matrix, which takes into account historical credit loss experience and is adjusted for
forward-looking information.

Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially
all the risks and rewards of ownership of the asset to another party.

Upon derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable
and the cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in the Restated Consolidated
Statement of Profit and Loss if such gain or loss would have otherwise been recognized in the Restated Consolidated Statement of Profit and Loss upon disposal of
that financial asset.

Upon derecognition of a financial asset other than in its entirety (e.g. when the Group retains an option to repurchase part of a transferred asset), the Gorup allocates
the previous carrying amount of the financial asset between the part it continues to recognize under continuing involvement, and the part it no longer recognizes on
the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer
recognized and the sum of the consideration received for the part no longer recognized and any cumulative gain or loss allocated to it that had been recognized in
other comprehensive income is recognized in the Restated Consolidated Statement of Profit and Loss if such gain or loss would have otherwise been recognized in
the Restated Consolidated Statement of Profit and Loss upon disposal of that financial asset. A cumulative gain or loss that had been recognized in other
comprehensive income is allocated between the part that continues to be recognized and the part that is no longer recognized on the basis of the relative fair values
of those parts.

Financial liabilities and equity instruments

Debt and equity instruments issued by an entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual
arrangements and the definitions of financial liability and equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the
Group are recognized at the proceeds received, net of direct issue costs.

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL. Financial liabilities are classified as at FVTPL
when the financial liability is held for trading, or is designated as at FVTPL. A financial liability is classified as held for trading if:

 It has been incurred principally for the purpose of repurchasing it in the near term; or
 Upon initial recognition, it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of
short-term profit-taking; or
 It is a derivative that is not designated and effective as a hedging instrument.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognized in the Restated Consolidated Statement of Profit
and Loss. The net gain or loss recognized in the Restated Consolidated Statement of Profit and Loss incorporates any interest paid on the financial liability and is
included in the ‘Other income' line item. The net gain or loss arising on embedded derivative (i.e., equity linked interest payments) measured at FVTPL is recognized
as 'Finance costs'.

Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods/years.
The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense
that is not capitalized as part of the costs of an asset is included in the 'Finance costs' line item.

332
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Derecognition of financial liabilities

The Group derecognizes the financial liabilities when, and only when, the Group’s obligations are discharged, cancelled, or have expired. An exchange with a lender
of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial
liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is
accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of
the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

Offsetting financial instruments

Financial assets and liabilities are offset, and the net amount is reported in the Restated Consolidated Statement of Assets and Liabilities when there is a legally
enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The
legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency,
or bankruptcy of the Group or the counterparty.

(vii) Earnings per share

a) Basic earnings per share

Basic earnings per share are calculated by dividing:

 the net profit or loss for the period/year attributable to equity shareholders (after deducting preference dividends and attributable taxes)
 by the weighted average number of equity shares outstanding during the period/year, including exercisable options under the employee stock option
schemes.

b) Diluted earnings per share

Diluted earnings per share adjust the figures used in the determination of basic earnings per share into account:
 the after-income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
 the weighted average number of additional equity shares that would have been outstanding, assuming the conversion of all dilutive potential equity shares.

(viii) Foreign currency translation

a) Functional and presentation currency

The items included in the Restated Consolidated Financial Information of each of the Group’s entities are measured using the currency of the primary economic
environment in which the entity operates (that is, functional currency). The Restated Consolidated Financial Information is presented in INR, which is the Holding
Company’s functional and presentation currency.

b) Transactions and balances

Transactions in foreign currency are recognized by applying the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign
currency, remaining unsettled at the end of the period/year, are translated at the closing exchange rates prevailing on the Balance Sheet date.

Exchange differences arising on the settlement or translation of monetary items are recognized in the Statement of Profit and Loss.

Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair
value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. The gain or loss arising on
translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e.
translation differences on items whose fair value gain or loss is recognized in Other Comprehensive Income (OCI) or the Statement of Profit and Loss are also
reclassified in OCI or the Statement of Profit and Loss, respectively).

c) Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different
from the presentation currency are translated into the presentation currency as follows:

 Assets and liabilities are translated at the closing rate at the date of the balance sheet
 Equity balances are translated at the historical exchange rate
 Income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing
on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and
 All resulting exchange differences are recognized in other comprehensive income.

Upon consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognized in other comprehensive income
(OCI). When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

333
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

(ix) Principles of consolidation and equity accounting

a) Subsidiaries

Subsidiaries include all the entities over which the Group has control directly or indirectly, together with one or more of its subsidiaries. Control is achieved when
the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the
investee. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements
of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control. Assets, liabilities,
income, and expenses of a subsidiary acquired or disposed off during the period/year are included in the Restated Consolidated Financial Information, from the
date the Group gains control until the date the Group ceases to control the subsidiary.
Restated Consolidated Financial Information is prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a
member of the Group uses accounting policies other than those adopted in the Restated Consolidated Financial Information for like transactions and events in
similar circumstances, appropriate adjustments are made to that Group member’s statements in preparing the Restated Consolidated Financial Information to
ensure conformity with the Group’s accounting policies. The Restated Consolidated Financial Information of all entities used for the purpose of consolidation is
drawn up to the same reporting date as that of the parent company.

The Restated Consolidated Financial Information of the Group combines the financial statements of the Holding Company and its subsidiaries line-by-line by
adding together the like items of assets, liabilities, income, and expenses. All intra-group assets, liabilities, income, expenses, and the unrealized profits/losses on
intra-group transactions are eliminated upon consolidation.

b) Joint arrangements

Under Ind AS 111, Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on
the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. Interests in joint ventures are accounted for using
the equity method see (c) below), after initially being recognized at cost in the Restated Consolidated Statement of Assets and Liabilities.

c) Equity method

Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the post-acquisition
profits or losses of the investee in the profit and loss of the investee in profit and loss, and the Group’s share of other comprehensive income of the investee in
other comprehensive income. Dividends received or receivable from joint ventures are recognized as a reduction in the carrying amount of the investment.

Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term
receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of such entity.

Unrealized gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in these entities. Unrealized losses
are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the equity accounted investees have
changed where necessary to ensure consistency with the policies adopted by the Group.

(x) Cash and cash equivalents

For the purpose of presentation in the Restated Consolidated Statement of Cash Flows, cash and cash equivalents include cash on hand, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value.

(xi) Employee benefits

a) Defined benefit plan and Employees’ end of service benefit

An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount
rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India and UAE, the management
considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at certain intervals, in
response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates, seniority, promotion and other relevant
factors, such as supply and demand in the employment market.

This cost is included in the ‘Employee benefits expense’ in the Statement of Profit and Loss. Remeasurement gains or losses and return on plan assets (excluding
amounts included in net Interest on the net defined benefit liability) arising from changes in actuarial assumptions are recognized in the period in which they occur,
directly in OCI. These are presented as remeasurement gains or losses on defined benefit plans under other comprehensive income in other equity. Remeasurements
gains or losses are not reclassified subsequently to the Statement of Profit and Loss.

334
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

b) Compensated absences

The Group recognizes an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Group
measures the expected cost of compensated absences as the additional amount that the Group expects to pay as a result of the unused entitlement that has
accumulated at the end of the reporting period. The Group recognizes accumulated compensated absences based on actuarial valuation in the Statement of Profit
and Loss.

(xii) Impairment of tangible and intangible assets other than goodwill

An impairment loss, if any, is charged to the Statement of Profit and Loss in the period/year in which an asset is identified as impaired. Recoverable amount is the
higher of the fair value, less the costs of disposal and the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or a group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. Impairment losses of continuing operations, including impairment on inventories, are recognized in the
Statement of Profit and Loss.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an
indication that the asset may be impaired.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized
for the asset (or cash-generating unit) in prior periods/years. A reversal of an impairment loss is recognized immediately in the Statement of profit or loss.

(xiii) Recoverable from payment gateways

‘Remittance in transit,’ which represents amounts collected from the customers through payment gateways via credit card/debit cards/UPI/Wallets/net banking and
not yet settled by them, is classified as other financial assets.

(xiv) Trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business and reflect the Group’s unconditional
right to consideration (that is, payment is due only on the passage of time). Trade receivables are recognized initially at the transaction price as they do not contain
significant financing components. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore, measures them
subsequently at amortised cost using the effective interest method, less loss allowance.

(xv) Current versus non-current classification

The Group presents assets and liabilities in the Restated Consolidated Statement of Assets and Liabilities based on current/ non-current classification. An asset is
treated as current when it is:

a) Expected to be realized or intended to be sold or consumed in the normal operating cycle, or

b) Held primarily for the purpose of trading, or
c) Expected to be realized within twelve months after the reporting period/year, or
d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period/year.

All other assets are classified as non-current assets.

A liability is treated as current when it is:

a) It is expected to be settled in a normal operating cycle, or

b) It is held primarily for the purpose of trading, or
c) It is due to be settled within twelve months after the reporting period/year, or
d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period/year.

All other liabilities are classified as non-current liabilities.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle of an entity is the time between the acquisition of assets for processing and their realization in the form of cash or cash equivalents. Where the
entity’s normal operating cycle is not clearly identifiable, its duration is assumed to be 12 months.

335
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

2. (b) Significant accounting judgments, estimates, and assumptions

The preparation of the financial statements requires management to make judgments, estimates, and assumptions that affect the reported amounts of revenue,
expenses, assets, and liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require material adjustments to the carrying amount
of assets or liabilities affected in future periods/years.

Judgments
In the process of applying the accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized
in the financial statements:

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the reporting period/year, are described below:

a. The company based its assumptions and estimates on parameters available when the standalone financial statements were prepared.
b. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond
the control of the Group. Such changes are reflected in the assumptions when they occur.

Principal vs. agent

As disclosed in Note 1(b), the Group has separate contractual arrangements with end users and service professionals, respectively, which specify the rights and
obligations of each party. An end user initiates the transaction, which requires acceptance from service professionals. The acceptance of the transaction, combined
with the contractual agreement, creates enforceable rights and obligations for each party. The Group charges convenience and platform fees from end users for which
the Group considers itself as an agent for convenience and platform fees. However, the Group also provides pest control services to the end users through its
subsidiary, for which the Group considers itself as principal for providing the pest control services.

Identification of the customer

As disclosed in Note 1(b), the Group considers a party to be a customer if that party has contracted with the entity to obtain goods or services that are an output of
the Group’s ordinary activities in exchange for consideration. Based on the terms of use and substance of the arrangement, end users (rather than service professionals)
are considered customers of the Group for the convenience fee and platform fee.

Discounts and other incentives

As disclosed in Note 1(b), the Group provides incentives to its end users in various forms, including credits and direct payment discounts to promote traffic on its
platform. All incentives given to end users, where the Group is responsible for providing the platform to hire service professionals, are recognized as a reduction of
revenue to the extent of the revenue earned from that end user on a transaction-by-transaction basis. The amount of incentive in excess of the revenue earned from
the transacting users is recorded as sales promotion expense.

Deferred tax recognition

Deferred tax asset (DTA) is recognized only when and to the extent there is convincing evidence that the Group will have sufficient taxable profits in the future
against which such assets can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based
upon the likely timing and the level of the future taxable profits, together with future tax planning strategies, recent business performance, and developments.

Fair value measurement of financial instruments

When the fair value of financial assets and financial liabilities recognized in the balance sheet cannot be measured based on quoted prices in active markets, their
fair value is measured using valuation techniques, including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where
possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk,
credit risk, and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Share based payment

Estimating fair value for share based payment transactions requires the determination of the most appropriate valuation model, which is dependent on the terms and
conditions of the grant. This estimate also requires the determination of the most appropriate inputs to the valuation model, including the expected life of the share
option, volatility, dividend yield, forfeiture rate, and making assumptions about them. The assumptions and models used for estimating fair value for share based
payment transactions are disclosed in note 33.

Determination of Lease term

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a
termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or
not terminated).

Most extension options in office leases have been included in the lease liability because the Group could not replace the assets without significant cost or business
disruption.

The lease term is reassessed if an option is actually exercised (or not exercised) or the Group becomes obliged to exercise (or not exercise) it. The assessment of
reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control
of the lessee.

Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have
a financial impact on the Group and that are believed to be reasonable under the circumstances. Also refer note 31.

336
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

3. (a) Property, plant and equipment

Servers and
Network Electrical Plant and Furniture and Office Leasehold
Computers Equipment Installation Machinery Fixtures Equipment Improvement Vehicles Total
Gross carrying amount
As at April 01, 2022 147.32 15.53 5.47 18.68 8.54 30.88 10.20 - 236.62
Additions 41.49 1.78 - 30.00 5.84 17.49 53.18 - 149.78
Disposals (3.94) (1.19) - - - (0.84) (9.13) - (15.10)
Exchange difference 0.40 0.15 - - 0.51 0.18 0.58 - 1.82
As at March 31, 2023 185.27 16.27 5.47 48.68 14.89 47.71 54.83 - 373.12
Additions 14.90 4.11 1.29 28.04 4.55 6.97 34.49 1.61 95.96
Disposals (30.40) (0.15) (0.06) (3.92) (2.94) (6.38) (7.28) (1.62) (52.75)
Exchange difference 0.03 0.03 - * 0.08 0.04 0.31 0.01 0.50
As at March 31, 2024 169.80 20.26 6.70 72.80 16.58 48.34 82.35 - 416.83
Additions 0.87 - - 2.08 1.34 0.42 15.99 - 20.70
Disposals (0.19) (0.18) (0.13) (26.53) (0.48) (0.51) - - (28.02)
Exchange difference (0.02) (0.02) 0.01 (0.01) (0.01) 0.01 (0.02) - (0.06)
As at June 30, 2024 170.46 20.06 6.58 48.34 17.43 48.26 98.32 - 409.45

As at April 01, 2024 169.80 20.26 6.70 72.80 16.58 48.34 82.35 - 416.83
Additions 25.07 - - 7.09 2.40 6.61 73.20 - 114.37
Disposals (25.42) (1.18) (0.13) (26.83) (3.22) (3.08) (5.53) - (65.39)
Exchange difference 0.28 0.04 0.01 (0.01) 0.28 0.15 0.76 - 1.51
As at March 31, 2025 169.73 19.12 6.58 53.05 16.04 52.02 150.78 - 467.32
Additions 26.75 - - 1.13 0.97 1.36 4.71 - 34.92
Disposals (0.02) - - - - - (2.97) - (2.99)
Exchange difference 0.13 - - - 0.04 0.04 0.13 - 0.34
As at June 30, 2025 196.59 19.12 6.58 54.18 17.05 53.42 152.65 - 499.59

Accumulated depreciation
As at April 01, 2022 66.89 7.71 1.71 3.85 1.68 11.44 8.84 - 102.12
Charge for the year (refer note 27) 45.41 2.11 0.52 12.35 1.67 6.90 11.23 - 80.19
Disposals (3.38) (0.87) - - - (0.69) (7.63) - (12.57)
Exchange difference 0.02 0.02 - - 0.06 0.03 0.12 - 0.25

337
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Servers and
Network Electrical Plant and Furniture and Office Leasehold
Computers Equipment Installation Machinery Fixtures Equipment Improvement Vehicles Total
As at March 31, 2023 108.94 8.97 2.23 16.20 3.41 17.68 12.56 - 169.99
Charge for the year (refer note 27) 49.61 2.60 0.57 20.16 1.62 8.88 33.48 0.06 116.98
Disposals (28.56) (0.14) (0.03) (3.07) (1.78) (5.58) (5.44) (0.06) (44.66)
Exchange difference 0.01 0.01 - - * 0.01 0.09 - 0.12
As at March 31, 2024 130.00 11.44 2.77 33.29 3.25 20.99 40.69 - 242.43
Charge for the period (refer note 27) 8.25 0.65 0.16 3.73 0.42 2.16 10.35 - 25.72
Impairment loss - - - 22.34 - - - - 22.34
Disposals (0.19) (0.13) (0.07) (23.13) (0.30) (0.39) - - (24.21)
Exchange difference (0.01) (0.01) 0.01 - - - - - (0.01)
As at June 30, 2024 138.05 11.95 2.87 36.23 3.37 22.76 51.04 - 266.27

As at April 01, 2024 130.00 11.44 2.77 33.29 3.25 20.99 40.69 - 242.43
Charge for the year (refer note 27) 31.82 2.52 0.62 7.72 1.66 8.76 50.73 - 103.83
Impairment loss - - - 22.34 - - - - 22.34
Disposals (22.92) (0.59) (0.07) (23.43) (0.65) (1.62) (3.00) - (52.28)
Exchange difference 0.14 - 0.01 - 0.03 0.06 0.48 - 0.72
As at March 31, 2025 139.04 13.37 3.33 39.92 4.29 28.19 88.90 - 317.04
Charge for the period (refer note 27) 7.28 0.51 0.15 1.56 0.40 2.23 12.33 - 24.46
Disposals (0.02) - - - - - (2.80) - (2.82)
Exchange difference 0.11 - 0.01 0.01 0.02 0.03 0.09 - 0.27
As at June 30, 2025 146.41 13.88 3.49 41.49 4.71 30.45 98.52 - 338.95

Net carrying amount

As at March 31, 2023 76.33 7.30 3.24 32.48 11.48 30.03 42.27 - 203.13
As at March 31, 2024 39.80 8.82 3.93 39.51 13.33 27.35 41.66 - 174.40
As at March 31, 2025 30.69 5.75 3.25 13.13 11.75 23.83 61.88 - 150.28
As at June 30, 2024 32.41 8.11 3.71 12.11 14.06 25.50 47.28 - 143.18
As at June 30, 2025 50.18 5.24 3.09 12.69 12.34 22.97 54.13 - 160.64

* Amount less than INR 0.01 million.

338
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

3. (b) Right-of-use assets

Buildings
Gross carrying amount
As at April 01, 2022 1,209.03
Additions 837.63
Disposals (687.44)
Exchange difference 3.01
As at March 31, 2023 1,362.23
Additions 270.44
Disposals (237.55)
Exchange difference 0.21
As at March 31, 2024 1,395.33
Additions 313.44
Disposals (121.33)
Exchange difference (0.15)
As at June 30, 2024 1,587.29

As at April 01, 2024 1,395.33

Additions 458.67
Disposals (290.37)
Exchange difference 1.85
As at March 31, 2025 1,565.48
Additions 52.13
Disposals (48.71)
Exchange difference 1.67
As at June 30, 2025 1,570.57

Accumulated depreciation
As at April 01, 2022 483.16
Charge for the year (refer note 27) 223.32
Disposals (343.31)
Exchange difference 1.54
As at March 31, 2023 364.71
Charge for the year (refer note 27) 248.12
Disposals (209.43)
Exchange difference 0.06
As at March 31, 2024 403.46
Charge for the period (refer note 27) 61.86
Disposals (69.87)
Exchange difference (0.06)
As at June 30, 2024 395.39

As at April 01, 2024 403.46

Charge for the year (refer note 27) 264.77
Disposals (222.32)
Exchange difference 0.99
As at March 31, 2025 446.90
Charge for the period (refer note 27) 70.58
Disposals (46.55)
Exchange difference 1.38
As at June 30, 2025 472.31

Net carrying amount

As at March 31, 2023 997.52
As at March 31, 2024 991.87
As at March 31, 2025 1,118.58
As at June 30, 2024 1,191.90
As at June 30, 2025 1,098.26

339
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

4. Intangible Assets
Software
Gross carrying amount
As at April 01, 2022 16.16
Additions 1.47
Exchange difference 0.03
As at March 31, 2023 17.66
Exchange difference 0.03
As at March 31, 2024 17.69
Exchange difference -
As at June 30, 2024 17.69

As at April 01, 2024 17.69

Exchange difference (1.53)
As at March 31, 2025 16.16
Exchange difference -
As at June 30, 2025 16.16

Accumulated amortisation
As at April 01, 2022 9.42
Amortisation expense during the year (refer note 27) 3.00
Exchange difference 0.01
As at March 31, 2023 12.43
Amortisation expense during the year (refer note 27) 2.89
Exchange difference 0.01
As at March 31, 2024 15.33
Amortisation expense during the period (refer note 27) 0.40
As at June 30, 2024 15.73

As at April 01, 2024 15.33

Amortisation expense during the year (refer note 27) 1.36
Exchange difference (1.34)
As at March 31, 2025 15.35
Amortisation expense during the year (refer note 27) *
As at June 30, 2025 15.35

Net carrying amount

As at March 31, 2023 5.23
As at March 31, 2024 2.36
As at 31 March, 2025 0.81
As at June 30, 2024 1.96
As at June 30, 2025 0.81

* Amount less than INR 0.01 million.

340
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

5. Investments
As at June 30, As at March 31,
2025 2024 2025 2024 2023
Non-current assets
(A) Investment in Equity Instruments (measured at fair value
through profit or loss) – Unquoted
Equity shares of Vivish Technologies Private Limited * * * * *
(June 30, 2025 – 1; June 30, 2024 – 1; March 31, 2025 – 1; March
31, 2024 – 1, March 31, 2023 – 1, equity shares of face value of ₹
10 each)
Compulsorily convertible preference shares of Vivish Technologies 507.67 500.00 507.67 500.00 500.00
Private Limited#
(June 30, 2025 – 119,061; June 30, 2024 – 119,061; March 31, 2025
– 119,061; March 31, 2024 – 119,061; March 31, 2023 – 119,061,
shares of face value of ₹ 100 each)
Compulsorily convertible preference shares of Karban Envirotech 13.04 10.00 13.04 10.00 -
Private Limited#
(June 30, 2025 – 3,364; June 30, 2024 – 3,364; March 31, 2025 –
3,364; March 31, 2024 – 3,364; March 31, 2023 – Nil, shares of face
value of ₹ 10 each)

(B) Investment in Debt Instruments

Investment in non-convertible debentures (NCDs) (measured at 648.78 1,519.06 - 366.22 -
amortised cost) – Quoted
Investment in zero coupon bonds (ZCBs) (measured at amortised - 99.28 - 209.38 -
cost) – Quoted
Investment in corporate fixed deposits (measured at amortised cost) 520.10 1,110.00 1,150.00 850.00 -
– Unquoted

(C) Investment in Equity Instruments of Joint Venture

(measured using equity method) – Unquoted
Equity shares of Company Waed Khadmat Al-Munzal For 11.25 - 11.25 - -
Marketing
(June 30, 2025 – 500,000; June 30, 2024 – Nil; March 31, 2025 –
500,000; March 31, 2024 – Nil; March 31, 2023 – Nil, equity shares
of face value of SAR 1 each)
Capital contribution 23.09 - 23.09 - -
Less: Share of loss recognized** (34.34) - (34.34) - -

Total non-current investments 1,689.59 3,238.34 1,670.71 1,935.60 500.00

(i) Aggregate amount of unquoted investments 1,040.81 1,620.00 1,670.71 1,360.00 500.00
(ii) Aggregate amount of quoted investments 648.78 1,618.34 - 575.60 -

*
Amount less than INR 0.01 million
#
No significant change in the fair value was noted in the amount of investment as at the end of the period(s) ended on June 30, 2025, and June 30, 2024; and the
year(s) ended March 31, 2024, and March 31, 2023.
** Aggregate investment in the Joint Venture as at June 30, 2025, for ₹ 34.34 million has been reduced to nil as the share of accumulated losses as at June 30,
2025 for ₹ 172.52 million (June 30, 2024 - Nil, March 31, 2025 - ₹ 86.48 million, March 31, 2024 - Nil, March 31, 2023 - Nil) is higher than the aggregate amount
of investment in the Joint Venture. A liability has been recognized towards the remaining amount of share in loss from the Joint Venture on account of contractual
terms, for ₹ 138.18 million (June 30, 2024 - Nil, March 31, 2025 - ₹ 52.14 million, March 31, 2024 - Nil, March 31, 2023 - Nil) (refer note 17).

Current assets
(A) Investment in Debt Instruments
Investment in non-convertible debentures (NCDs) (measured at 4,984.23 2,634.44 5,216.72 2,339.86 3,345.36
amortised cost) – Quoted
Investment in zero coupon bonds (ZCBs) (measured at amortised 107.15 161.48 226.19 46.25 498.14
cost) – Quoted
Investment in mutual funds (measured at fair value through profit 270.55 193.82 296.10 230.30 393.25
or loss) – Quoted
Investment in corporate fixed deposits (measured at amortised cost) 4,540.00 2,530.93 3,500.93 3,070.00 5,355.00
- Unquoted

Total current investments 9,901.93 5,520.67 9,239.94 5,686.41 9,591.75

341
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at June 30, As at March 31,

2025 2024 2025 2024 2023

(i) Aggregate amount of unquoted investments 4,540.00 2,530.93 3,500.93 3,070.00 5,355.00
(ii) Aggregate amount of quoted investments and market value 5,361.93 2,989.74 5,739.01 2,616.41 4,236.75
thereof

6. Other financial assets

As at June 30, As at March 31,
(measured at amortised cost)
2025 2024 2025 2024 2023
Non-current
Security deposits 97.12 68.44 89.48 74.32 98.07
Deposits with original maturity for more than twelve months 49.90 - - - -
147.02 68.44 89.48 74.32 98.07

7. Other financial assets

As at June 30, As at March 31,
(measured at amortised cost)
2025 2024 2025 2024 2023
Current
Security deposits 24.71 43.54 19.12 33.62 50.95
Interest accrued on deposits 390.90 295.68 337.80 332.68 213.70
Recoverable from payment gateways* 160.56 192.90 210.24 285.80 186.72
Recoverable from service providers 34.45 20.27 39.66 46.87 0.87
Recoverable from Joint Venture (refer note 38) 49.80 - 35.80 - -
Deposits with original maturity for more than twelve months 133.39 817.08 - 836.99 750.00
Others** 11.41 20.57 4.61 16.39 19.85
805.22 1,390.04 647.23 1,552.35 1,222.09
Current (considered doubtful)
Recoverable from service providers 18.64 12.82 18.70 12.92 13.43
Less: Allowance for doubtful recoveries (18.64) (12.82) (18.70) (12.92) (13.43)
- - - - -

805.22 1,390.04 647.23 1,552.35 1,222.09

* This amount has been paid by the end customers and service providers and is pending to be settled by payment gateways as on the reporting date.
** As at June 30, 2025, includes unbilled recoverable from Joint Venture for ₹ 10.71 million (June 30, 2024 - Nil; March 31, 2025 - ₹ 2.21 million; March 31, 2024
- Nil; March 31, 2023 - Nil) (refer note 38).

Movement in allowance for doubtful recoveries: As at June 30, As at March 31,

2025 2024 2025 2024 2023
At the beginning of the period/year 18.70 12.92 12.92 13.43 15.55
Add: Charged/(written back) to the Restated Consolidated (0.06) (0.10) 5.78 (0.51) (2.12)
Statement of Profit and Loss (refer note 28)
At the end of the period/year 18.64 12.82 18.70 12.92 13.43

8. Other non-current assets

As at June 30, As at March 31,
2025 2024 2025 2024 2023
Balances with government authorities
- Advance tax 182.69 141.10 147.83 101.51 60.47
- GST paid under protest 8.43 - 1.13 - -
Capital advances 21.81 - - - 5.24
212.93 141.10 148.96 101.51 65.71

342
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

9. Other assets
As at June 30, As at March 31,
2025 2024 2025 2024 2023
Current (unsecured, considered good)
Prepaid expenses 71.79 43.36 65.81 52.43 42.65
Goods and Services Tax credit recoverable** 55.28 43.67 32.59 60.08 57.80
Advance to vendors 134.02 95.23 94.32 50.29 31.51
Other advances* 139.05 7.84 42.56 3.30 3.47
400.14 190.10 235.28 166.10 135.43

*As at the period ended June 30, 2025, the Holding Company has incurred expenses to the extent of ₹ 113.03 million (June 30, 2024 - Nil; March 31, 2025 - ₹ 37.22
million; March 31, 2024 - Nil; March 31, 2023 - Nil) towards the proposed Initial Public Offering ("IPO") of its equity shares and the qualifying expenses attributable
to the proposed issue of equity shares have been recognized as deferred share issue expenses. The Holding Company expects to recover certain amounts from the
selling shareholders, and the balance amount will be charged off to securities premium account in accordance with Section 52 of the Companies Act, 2013, upon the
shares being issued.

** Net of reversal of Goods and Services Tax credit for ₹ 12.72 million (June 30, 2024 - Nil; March 31, 2025 – Nil; March 31, 2024 - Nil; March 31, 2023 - Nil)
related to the inventory damaged on account of fire at one of the Group's leased warehouses in Bhiwandi, Maharashtra, where fire broke out on May 12, 2025. Refer
note 24.

10. Inventories
As at June 30, As at March 31,
(At lower of cost and net realizable value) 2025 2024 2025 2024 2023
Traded goods 602.94 411.43 505.89 351.05 199.01
Consumables 1.24 6.26 1.06 2.93 -
Less: Provision for bad/obsolete inventory (159.32) (66.66) (92.10) (64.79) (47.50)
444.86 351.03 414.85 289.19 151.51

The cost of inventories recognized as expense on account of inventory written down to net realizable value was ₹ 67.22 million during the three months period ended
June 30, 2025 (June 30, 2024 - ₹ 1.87 million; March 31, 2025 - ₹ 27.31 million; March 31, 2024 - ₹ 17.28 million; March 31, 2023 - ₹ 34.99 million). This expense
is included under "Changes in inventories of stock-in-trade' (refer note 24) in the Restated Consolidated Statement of Profit and Loss.

11. Trade receivables

As at June 30, As at March 31,
2025 2024 2025 2024 2023
Trade receivables – considered good 276.91 230.34 343.32 250.85 153.67
Trade receivables – credit impaired 37.31 37.31 37.31 37.31 37.31
Less: Loss allowance on trade receivables (117.22) (90.36) (114.65) (87.52) (84.20)
197.00 177.29 265.98 200.64 106.78

Note: No trade or other receivables are due from directors or other officers of the Group, either severally or jointly with any other person, nor any trade or other
receivables are due from firms or private companies, respectively, in which any director is a partner, a director or a member.

Expected credit loss for trade receivables under simplified approach –

As at June 30, As at March 31,

2025 2024 2025 2024 2023
Gross carrying amount – trade receivables 314.22 267.65 380.63 288.16 190.98
Loss allowance on trade receivables (117.22) (90.36) (114.65) (87.52) (84.20)
Carrying amount of trade receivables (net) 197.00 177.29 265.98 200.64 106.78

343
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Trade receivables aging schedules for the three months period(s) ended June 30, 2025, and June 30, 2024; and the year(s) ended March 31, 2025, March 31, 2024,
and March 31, 2023:

Outstanding as at June 30, 2025, for the following periods from the invoice date*
Less than 6 6 months - 1 More than 3
months year 1 - 2 years 2 - 3 years years Total
(i) Undisputed trade receivables
considered good 215.29 21.97 34.45 4.22 0.98 276.91
credit impaired - - - 9.63 27.68 37.31
(ii) Disputed trade receivables
considered good - - - - - -
credit impaired - - - - - -
Total 215.29 21.97 34.45 13.85 28.66 314.22
*For the purposes of presentation of the aging schedule, the invoice date has been considered as the due date by the Group. Accordingly, there are no "not due"
invoices as at June 30, 2025.

Outstanding as at June 30, 2024, for the following periods from the invoice date*
Less than 6 6 months - 1 More than 3
months year 1 - 2 years 2 - 3 years years Total
(i) Undisputed trade receivables
considered good 170.07 21.30 38.97 - - 230.34
credit impaired - - 9.63 26.94 0.74 37.31
(ii) Disputed trade receivables
considered good - - - - - -
credit impaired - - - - - -
Total 170.07 21.30 48.60 26.94 0.74 267.65
*For the purposes of presentation of the aging schedule, the invoice date has been considered as the due date by the Group. Accordingly, there are no "not due"
invoices as at June 30, 2024.

Outstanding as at March 31, 2025, for the following periods from the invoice date*
Less than 6 6 months - 1 More than 3
months year 1 - 2 years 2 - 3 years years Total
(i) Undisputed trade receivables
considered good 270.24 39.22 29.61 3.27 0.98 343.32
credit impaired - - - 9.63 27.68 37.31
(ii) Disputed trade receivables
considered good - - - - - -
credit impaired - - - - - -
Total 270.24 39.22 29.61 12.90 28.66 380.63
*For the purposes of presentation of the aging schedule, the invoice date has been considered as the due date by the Group. Accordingly, there are no "not due"
invoices as at March 31, 2025.

Outstanding as at March 31, 2024, for the following periods from the invoice date*
Less than 6 6 months - 1 More than 3
months year 1 - 2 years 2 - 3 years years Total
(i) Undisputed trade receivables
considered good 190.98 28.29 31.58 - - 250.85
credit impaired - - 9.63 26.94 0.74 37.31
(ii) Disputed trade receivables
considered good - - - - - -
credit impaired - - - - - -
Total 190.98 28.29 41.21 26.94 0.74 288.16
*For the purposes of presentation of the aging schedule, the invoice date has been considered as the due date by the Group. Accordingly, there are no "not due"
invoices as at March 31, 2024.

344
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Outstanding as at March 31, 2023, for the following periods from the invoice date*
Less than 6 6 months - 1 More than 3
months year 1 - 2 years 2 - 3 years years Total
(i) Undisputed trade receivables
considered good 127.31 16.74 9.62 - - 153.67
credit impaired - - 22.58 14.68 0.05 37.31
(ii) Disputed trade receivables
considered good - - - - - -
credit impaired - - - - - -
Total 127.31 16.74 32.20 14.68 0.05 190.98
*For the purposes of presentation of the aging schedule, the invoice date has been considered as the due date by the Group. Accordingly, there are no "not due"
invoices as at March 31, 2023.

12. Cash and cash equivalents

As at June 30, As at March 31,
2025 2024 2025 2024 2023
Balance with banks - in current accounts 339.16 353.27 271.62 421.58 522.20
Deposits with original maturity less than or equal to three months 115.40 125.72 339.35 - 100.00
454.56 478.99 610.97 421.58 622.20

There are no repatriation restrictions with regard to the cash and cash equivalents as at the end of the reporting period/year.

13. Bank balances other than cash and cash equivalents

As at June 30, As at March 31,
2025 2024 2025 2024 2023
Deposits with original maturity more than three months but less than 4,932.68 4,598.04 5,295.87 4,790.13 2,612.78
twelve months*
4,932.68 4,598.04 5,295.87 4,790.13 2,612.78

*Includes as at June 30, 2025, ₹ 26.72 million (June 30, 2024 - ₹ 196.87 million, March 31, 2025 - ₹ 206.99 million; March 31, 2024 - ₹ 196.87 million; March 31,
2023 - ₹ 240.55 million), held as lien with banks for assuring guarantees of ₹ 5.00 million (June 30, 2024 - ₹ 155.00 million; March 31, 2025 - ₹ 155.00 million;
March 31, 2024 - ₹ 155.00 million; March 31, 2023: ₹ 155.50 million) to the vendors.

14. Equity share capital

Authorised Equity Capital Issued Equity Capital
(Equity shares of face value of Rs 1 each) (Equity shares of face value of Rs 1 each)
Number of shares ₹ in million Number of shares ₹ in million
As at April 01, 2022 240,943 0.24 186,263 0.19
Change during the year - - 52 *
As at March 31, 2023 240,943 0.24 186,315 0.19
Change during the year - - 217 *
As at March 31, 2024 240,943 0.24 186,532 0.19
Change during the period - - 9,577 *
As at June 30, 2024 240,943 0.24 196,109 0.20

As at April 01, 2024 240,943 0.24 186,532 0.19

Add: Increase in authorised share capital during the year 2,499,759,057 2,499.76 - -
(refer note 3 below)
Add: Equity shares issued towards stock options exercised - - 1,060,244 1.06
during the year
Add: Issuance of bonus equity shares (refer note 4 below) - - 488,522,013 488.52
As at March 31, 2025 2,500,000,000 2,500.00 489,768,789 489.77
Change during the period (refer note 5 below) - - (1,289) *
As at June 30, 2025 2,500,000,000 2,500.00 489,767,500 489.77

345
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Subscribed Equity Capital Paid-up Equity Capital1

(Equity shares of face value of Rs 1 each) (Equity shares of face value of Rs 1 each)
Number of shares ₹ in million Number of shares ₹ in million
As at April 01, 2022 184,974 0.19 184,974 0.17
Change during the year 52 * 52 *
As at March 31, 2023 185,026 0.19 185,026 0.17
Change during the year 217 * 217 *
As at March 31, 2024 185,243 0.19 185,243 0.17
Add: Amount paid-up towards stock options exercised 9,577 * 9,577 *
during the period
Add: Amount towards partly paid-up shares called during the - - - 0.01
period
As at June 30, 2024 194,820 0.19 194,820 0.18

As at April 01, 2024 185,243 0.19 185,243 0.17

Add: Amount paid-up towards stock options exercised 1,060,244 1.06 1,060,244 1.06
during the year
Add: Amount towards partly paid-up shares called during the - - - 0.02
year
Add: Issuance of bonus equity shares (refer note 4 below) 488,522,013 488.52 488,522,013 488.52
As at March 31, 2025 489,767,500 489.77 489,767,500 489.77
Change during the period - - - -
As at June 30, 2025 489,767,500 489.77 489,767,500 489.77

* Amount less than INR 0.01 million.

Notes:

1. Paid-up share capital includes partly paid-up equity shares at a value of ₹ 0.5 per share. The number of partly paid-up equity shares as at the period ended
June 30, 2025 - Nil; June 30, 2024 - 20,085, and as at the year(s) ended March 31, 2025 - Nil; March 31, 2024 - 31,239, and March 31, 2023 - 31,239,
respectively. 31,239 (June 30, 2025 - Nil, June 30, 2024 - 11,154; March 31, 2024 - Nil; March 31, 2023 - Nil) partly paid-up equity shares were called up
during the year ended March 31, 2025, on account of a possibility of the upcoming initial public offer, as per the agreement with the shareholders.

2. Under the Employee Stock Option Plan, 2015 (ESOP - 2015), the Holding Company issued Nil equity shares to the employees during the three months
period ended June 30, 2025 (June 30, 2024 - 9,577; March 31, 2025 - 10,244; March 31, 2024 - 217; March 31, 2023 - 52). Refer note 33 for further details.

3. Pursuant to the Board of Directors' approval dated December 20, 2024, and the Shareholders' approval dated January 31, 2025, the authorised share capital
of the Holding Company was increased from 240,943 equity shares of ₹ 1 each to 2,500,000,000 equity shares of ₹ 1 each.

4. Pursuant to the Board of Directors' approval dated January 21, 2025, and the Shareholders' approval dated January 31, 2025, the Holding Company issued
488,522,013 bonus equity shares of ₹ 1 per share in the ratio 1:2499 per fully paid-up equity shares having a face value of ₹ 1 per share to the existing
equity shareholders of the Holding Company, in accordance with the provisions of the Companies Act, 2013. The allotment of these bonus equity shares
was approved by the Board of Directors via the resolution dated February 13, 2025.

5. The unsubscribed portion of the issued share capital comprising 1,289 equity shares having a face value of ₹ 1 each, was cancelled pursuant to the approval
of the Board of Directors dated April 24, 2025.

a. Details of equity shareholders holding more than 5% share capital:

As at June 30, 2025 As at June 30, 2024

Number of shares % holding Number of shares % holding
Equity shares
Abhiraj Singh Bhal 97,762,500 19.96% 50,197 27.10%
Varun Khaitan 97,762,500 19.96% 50,197 27.10%
Raghav Chandra 97,762,500 19.96% 50,197 27.10%
Naspers Ventures B.V. 44,585,000 9.10% - 0.00%
Dharana UC Limited 31,037,500 6.34% - 0.00%

346
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at March 31, 2025 As at March 31, 2024 As at March 31, 2023

Number of Number of Number of
shares % holding shares % holding shares % holding
Equity shares
Abhiraj Singh Bhal 97,762,500 19.96% 50,197 27.10% 50,197 27.13%
Varun Khaitan 97,762,500 19.96% 50,197 27.10% 50,197 27.13%
Raghav Chandra 97,762,500 19.96% 50,197 27.10% 50,197 27.13%
Naspers Ventures B.V. 44,585,000 9.10% - 0.00% - 0.00%
Dharana UC Limited 31,037,500 6.34% - 0.00% - 0.00%

b. Details of shareholding by Promoters:

As at June 30, 2025 As at June 30, 2024*

Number of shares % holding Number of shares % holding
Equity shares
Abhiraj Singh Bhal 97,762,500 19.96% NA NA
Varun Khaitan 97,762,500 19.96% NA NA
Raghav Chandra 97,762,500 19.96% NA NA

As at March 31, 2025* As at March 31, 2024* As at March 31, 2023*

Number of Number of Number of
shares % holding shares % holding shares % holding
Equity shares
Abhiraj Singh Bhal NA NA NA NA NA NA
Varun Khaitan NA NA NA NA NA NA
Raghav Chandra NA NA NA NA NA NA

*The Holding Company did not have designated Promoters as at June 30, 2024; March 31, 2025; March 31, 2024; and March 31, 2023. Abhiraj Singh Bahl, Varun
Khaitan, and Raghav Chandra have been designated as Promoters via the Circular Resolution dated April 18, 2025. This Circular Resolution was subsequently
adopted in the Board meeting dated April 24, 2025.

c. The Holding Company has only one class of equity shares having a par value of ₹ 1 per share. Shareholders are eligible for one vote per share held in case of
fully paid-up equity shares and up to the paid-up value in case of partly paid-up equity shares. The dividend proposed by the Board of Directors is subject to the
approval of the shareholders in the ensuing Annual General Meeting, except in the case of an interim dividend. In the event of liquidation of the Holding
Company, the equity shareholders are eligible to receive the remaining assets of the Holding Company after distribution of all preferential amounts, in proportion
to their shareholding.

d. Share options granted under the Holding Company's employee share option plan
Information relating to the Holding Company's Employee Stock Option Plan, 2015 (ESOP - 2015) and Employee Stock Option Plan, 2022 (ESOP -2022),
including details of options issued, exercised and lapsed during the period/year and options outstanding at the end of the period/year, is set out in note 33.

15. Other equity

(A) Instruments entirely equity in nature

Compulsorily Convertible Cumulative Preference Shares As at June 30, As at March 31,

(refer note 34) 2025 2024 2025 2024 2023
As at the beginning of the period/year 3.83 3.83 3.83 3.83 3.83
As at the end of the period/year 3.83 3.83 3.83 3.83 3.83

347
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

(B) Reserves and surplus

As at June 30, As at March 31,
2025 2024 2025 2024 2023
Securities premium
As at the beginning of the period/year 26,461.18 24,046.90 24,046.90 24,028.17 24,016.27
Add: Premium on equity shares issued during the period/year - - - - 11.33
Add: Premium on partly paid-up shares called during the - 690.01 1,932.51 - -
period/year
Add: Premium on options exercised during the period/year - 868.72 970.29 24.59 0.57
Less: Issuance of bonus equity shares - - (488.52)
Less: Share issuance expense - - - (5.86) -
As at the end of the period/year 26,461.18 25,605.63 26,461.18 24,046.90 24,028.17

Employee stock options reserve

As at the beginning of the period/year 4,343.67 4,588.26 4,588.26 4,124.16 3,190.13
Add: Share based payment expense for the period/year 230.37 154.79 725.70 571.26 934.60
Less: Options exercised during the period/year - (868.72) (970.29) (24.59) (0.57)
Less: Liability transferred to employee benefits payable - - - (82.57) -
As at the end of the period/year 4,574.04 3,874.33 4,343.67 4,588.26 4,124.16

Partner incentivisation plan reserve

As at the beginning of the period/year - - - 18.09 -
Add: Partner incentivisation plan expense for the period/year - - - 26.88 18.09
Less: Options exercised during the period/year - - - (1.50) -
Less: Liability transferred to payable to service providers - - - (43.47) -
As at the end of the period/year - - - - 18.09

Retained earnings
As at the beginning of the period/year (13,337.58) (15,735.23) (15,735.23) (14,807.51) (11,682.67)
Add: Restated profit/(loss) for the period/year 69.38 126.21 2,397.65 (927.72) (3,124.84)
As at the end of the period/year (13,268.20) (15,609.02) (13,337.58) (15,735.23) (14,807.51)

(C) Other comprehensive income

As at June 30, As at March 31,
2025 2024 2025 2024 2023
Remeasurement gain/(loss) on defined benefit plan
As at the beginning of the period/year (21.13) (9.74) (9.74) (5.88) (16.47)
Add: Gain/(loss) for the period/year, net of tax 35.28 (0.55) (11.39) (3.86) 10.59
As at the end of the period/year 14.15 (10.29) (21.13) (9.74) (5.88)

Foreign currency translation reserve

As at the beginning of the period/year 18.47 32.22 32.22 33.59 3.08
Foreign currency monetary item translation difference 3.51 (0.67) 2.61 (1.37) 30.51
Exchange difference reversed on liquidation of foreign operations - - (16.36) - -
As at the end of the period/year 21.98 31.55 18.47 32.22 33.59

Total other equity (A+B+C) 17,806.98 13,896.03 17,468.44 12,926.24 13,394.45

Nature and purpose of items of other equity:

1. Securities premium: The Securities premium account is used to recognize the premium on the issue of equity shares and is utilized in accordance with the
provisions of the Companies Act, 2013.

2. Employee stock options reserve: The employee stock options reserve account is used to recognize the fair value of options as on the grant date, to employees of
the Group, under the Holding Company's employee stock option plans. Refer note 33 for further details.

348
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

3. Partner incentivisation plan: During the year ended March 31, 2023, the Holding Company introduced a partner incentivisation plan for partners offering services
through the Holding Company’s platform. This plan incentivised partners to deliver high quality services to end consumers and encouraged long term association
with the platform. The plan entitled the eligible partners to receive a fixed cash incentive or equivalent equity shares purchased from other shareholders/ issued
by the Holding Company, basis fair value at the vesting date if performance conditions are met, at the discretion of the Holding Company.

During the year ended March 31, 2024, the Holding Company determined that all incentives under the scheme shall be payable in cash, and reclassified the total
liability to ‘Payable to service providers’ for eligible partners. As such, the Group has fully discharged this liability as at the year ended March 31, 2025.

4. Instruments entirely equity in nature: The Holding Company has issued certain Compulsory Convertible Cumulative Preference Shares ("CCPS") referred above
as instruments entirely equity in nature carrying a predetermined cumulative dividend rate of 1% p.a. Each CCPS is convertible into equity shares either at the
end of 19 years or pursuant to a Public Offer, whichever is earlier. These CCPS will be converted into equity shares in the manner as provided under the Articles
of Association. The Holding Company has not declared and paid any dividend during the three months period ended June 30, 2024. Refer note 34 for further
details.

5. Pursuant to the Board of Directors’ approval dated January 21, 2025 and the Shareholders’ approval dated January 31, 2025, respectively, the Holding Company
has made adjustment to the conversion ratio of the outstanding CCPS to 2,330 equity shares of ₹ 1 each for each CCPS of ₹ 10 each, held by series A to series
E CCPS shareholders; and 2,500 equity shares of ₹ 1 each, for every one CCPS of ₹ 10 each, held by series F CCPS shareholders.

6. Retained earnings: Retained earnings represent the amount of accumulated earnings/(deficit) of the Group.

7. Other comprehensive income: Other comprehensive income represents remeasurement loss on defined benefit plans and foreign currency translation reserve.

8. Foreign currency translation reserve: Exchange differences arising on translation of the foreign operations are recognized in other comprehensive income as
described in accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net
investment is disposed-off.

16. Trade payables

As at June 30, As at March 31,
2025 2024 2025 2024 2023
Dues to micro and small enterprises 207.92 100.33 149.70 140.27 83.71
Dues to others 1,138.09 842.35 955.18 786.74 824.88
1,346.01 942.68 1,104.88 927.01 908.59

Trade payable aging schedules:

Outstanding as at June 30, 2025, from the due date

Unbilled / Less than 1 More than 3
Not due year 1 - 2 years 2 - 3 years years Total
Undisputed trade payables
(i) Micro and small enterprises 203.19 4.72 0.01 - - 207.92
(ii) Others 1,046.50 90.03 0.60 0.74 0.22 1,138.09
Disputed trade payables
(i) Micro and small enterprises - - - - - -
(ii) Others - - - - - -
Total 1,249.69 94.75 0.61 0.74 0.22 1,346.01

Outstanding as at June 30, 2024, from the due date

Unbilled / Less than 1 More than 3
Not due year 1 - 2 years 2 - 3 years years Total
Undisputed trade payables
(i) Micro and small enterprises 99.33 1.00 - - - 100.33
(ii) Others 783.89 58.36 0.01 0.09 - 842.35
Disputed trade payables
(i) Micro and small enterprises - - - - - -
(ii) Others - - - - - -
Total 883.22 59.36 0.01 0.09 - 942.68

349
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Outstanding as at March 31, 2025, from the due date

Unbilled / Less than 1 More than 3
Not due year 1 - 2 years 2 - 3 years years Total
Undisputed trade payables
(i) Micro and small enterprises 135.20 14.50 - - - 149.70
(ii) Others 876.45 73.56 4.74 0.21 0.22 955.18
Disputed trade payables
(i) Micro and small enterprises - - - - - -
(ii) Others - - - - - -
Total 1,011.65 88.06 4.74 0.21 0.22 1,104.88

Outstanding as at March 31, 2024, from the due date

Unbilled / Less than 1 More than 3
Not due year 1 - 2 years 2 - 3 years years Total
Undisputed trade payables
(i) Micro and small enterprises 105.83 34.44 - - - 140.27
(ii) Others 686.44 99.77 0.30 0.22 0.01 786.74
Disputed trade payables
(i) Micro and small enterprises - - - - - -
(ii) Others - - - - - -
Total 792.27 134.21 0.30 0.22 0.01 927.01

Outstanding as at March 31, 2023, from the due date

Unbilled / Less than 1 More than 3
Not due year 1 - 2 years 2 - 3 years years Total
Undisputed trade payables
(i) Micro and small enterprises 32.96 50.31 0.44 - - 83.71
(ii) Others 628.69 192.00 0.29 1.55 2.35 824.88
Disputed trade payables
(i) Micro and small enterprises - - - - - -
(ii) Others - - - - - -
Total 661.65 242.31 0.73 1.55 2.35 908.59

17. Other financial liabilities

As at June 30, As at March 31,
2025 2024 2025 2024 2023
Current
Employee benefits payable 103.97 114.59 99.13 103.03 21.80
Payable to service providers 644.13 582.21 663.55 622.92 295.33
Security deposits from service providers 17.61 22.72 17.95 23.20 26.68
Creditor for capital goods 9.00 6.99 - 6.99 6.10
Amount recovered on behalf of others 3.73 4.29 2.93 0.28 8.35
Liability towards loss from Joint Venture (refer notes 5 and 37) 138.18 - 52.14
Other liabilities* 150.92 101.54 147.46 95.59 107.39
1,067.54 832.34 983.16 852.01 465.65

*Represents wallet balance of the service providers available with the Group as on the reporting date.

350
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

18. Contract liabilities

As at June 30, As at March 31,
2025 2024 2025 2024 2023
Movement in contract liabilities:
At the beginning of the period/year 170.71 233.84 233.84 226.36 189.56
Addition 823.72 834.74 3,163.61 2,921.35 2,595.28
Less: Revenue recognized* (853.04) (856.21) (3,226.74) (2,913.87) (2,558.48)
At the end of the period/year 141.39 212.37 170.71 233.84 226.36

* Out of the total revenue recognized for the period/year, revenue recognized from the opening balance of contract liabilities, for the three months period ended June
30, 2025, was ₹ 124.30 million (June 30, 2024 - ₹ 175.86 million; March 31, 2025 - ₹ 233.84 million; March 31, 2024 - ₹ 226.36 million; March 31, 2023 - ₹ 189.56
million).

Notes:

1. Contract liabilities relate to the payments received in advance of performance from the customer, however, services are yet to be rendered on the reporting
date either in full or in parts. Contract liabilities are recognized upon completion/satisfaction of the performance obligation.
2. The Group expects to recognize the revenue for the contract liabilities within one year from the reporting date.

19. Provisions
As at June 30, As at March 31,
2025 2024 2025 2024 2023
Non-current
Provision for employee benefits:
Provision for gratuity* (refer note 32) 149.89 159.37 188.97 151.64 111.28
Provision for warranty 38.15 11.46 30.48 5.14 -
188.04 170.83 219.45 156.78 111.28
Current
Provision for employee benefits:
Provision for compensated absence (refer note 32) 53.77 42.03 39.17 32.49 33.58
Provision for gratuity (refer note 32) 31.65 18.05 35.17 19.64 10.99
Provision for warranty 76.88 23.40 64.64 9.41 -
162.30 83.48 138.98 61.54 44.57

*Includes liabilities pertaining to the foreign subsidiaries as at June 30, 2025 - ₹ 15.95 million (June 30, 2024 - ₹ 12.93 million; years ended March 31, 2025 - ₹
14.95 million; March 31, 2024 - ₹ 12.22 million; March 31, 2023 - ₹ 8.06 million) as non-current liability and ₹ 3.28 million (June 30, 2024 - Nil; March 31, 2025
- ₹ 3.55 million; March 31, 2024 - Nil; March 31, 2023 - Nil) as current liability towards the United Arab Emirates ("UAE") end of service benefit plan as per the
UAE regulations; and ₹ 2.42 million (June 30, 2024 - ₹ 3.17 million; March 31, 2025 - ₹ 1.84 million; March 31, 2024 - ₹ 2.82 million; March 31, 2023 - ₹ 1.19
million) as non-current liability towards the Kingdom of Saudi Arabia (“KSA”) end of service benefit plan as per the KSA regulations.

Movement in warranty provision: As at June 30, As at March 31,

2025 2024 2025 2024 2023
At the beginning of the period/year 95.12 14.55 14.55 - -
Add: Charged to the Restated Consolidated Statement of Profit and 44.09 20.46 119.21 17.66 -
Loss (refer note 28)
Less: Provision utilized during the period/year (24.18) (0.15) (38.64) (3.11) -
At the end of the period/year 115.03 34.86 95.12 14.55 -

20. Other current liabilities

As at June 30, As at March 31,
2025 2024 2025 2024 2023
Statutory dues payable 169.59 128.77 231.89 187.68 143.48
169.59 128.77 231.89 187.68 143.48

351
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

21. Revenue from operations

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Revenue from contracts with customers
Sale of services 2,575.01 2,219.76 8,401.69 6,513.17 4,962.46
Sale of products 1,097.66 588.80 3,042.96 1,767.01 1,403.51
3,672.67 2,808.56 11,444.65 8,280.18 6,365.97

Below is the disaggregation of the Group’s revenue from contracts with customers:

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Revenue from sale of services
Platform related services 2,305.15 1,947.66 7,424.16 5,600.16 4,224.55
Customer membership and others 269.86 272.10 977.53 913.01 737.91
2,575.01 2,219.76 8,401.69 6,513.17 4,962.46

Revenue from sale of products

Native 595.46 182.39 1,160.23 287.71 38.14
Products sold to professionals 502.20 406.41 1,882.73 1,479.30 1,365.37
1,097.66 588.80 3,042.96 1,767.01 1,403.51

Total revenue from contracts with customers 3,672.67 2,808.56 11,444.65 8,280.18 6,365.97

There is no reconciliation item between revenue recognized and the contracted price.

22. Other Income

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Fair value gain on financial instruments at FVTPL
Mutual funds 0.01 (0.88) (0.27) 0.57 2.14
Other investments - - 10.71 - -
Net gain on sale of investments
Mutual funds 4.43 4.89 20.43 27.15 42.63
Interest income on financial assets carried at amortized cost
Bonds and zero coupon bonds 108.30 64.79 370.96 168.89 277.59
Bank fixed deposits 98.28 106.30 400.95 356.85 198.23
Corporate fixed deposits 97.46 73.83 309.14 401.38 255.75
Unwinding of discount on security deposits 2.30 2.09 8.45 9.72 8.47
Royalty income from Joint Venture 5.68 - 4.83 - -
Liability no longer required, written back 3.31 - 0.22 12.47 7.77
Net gain on lease modification (refer note 31) 0.10 18.99 22.00 7.81 74.64
Interest income on income tax refund - - 4.64 2.67 4.97
Exchange difference reversed on liquidation of foreign operations - - 16.36 - -
Net foreign exchange gain / (loss) (8.68) 0.56 (7.76) 5.83 12.74
Miscellaneous income 1.01 0.26 1.46 6.39 11.48
312.20 270.83 1,162.12 999.73 896.41

23. Purchases of stock-in-trade

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Purchases of stock-in-trade 793.49 474.48 2,253.61 1,427.87 998.57
793.49 474.48 2,253.61 1,427.87 998.57

352
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

24. Changes in inventories of stock-in-trade

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Opening inventories (other than consumables and net of provision) 413.79 286.26 286.26 151.51 230.92
Less: Inventory loss on account of fire* (77.75) - - - -
Less: Closing inventories (other than consumables and net of (443.62) (344.77) (413.79) (286.26) (151.51)
provision)
Less: Stock used in internal consumption - - - (0.59) -
(Increase) / Decrease in inventories* (107.58) (58.51) (127.53) (135.34) 79.41

* Includes loss of inventory for ₹ 77.75 million (June 30, 2024 - Nil; March 31, 2025 - Nil; March 31, 2024 - Nil; March 31, 2023 - Nil), net of Goods and Services
Tax credit for ₹ 12.72 million (June 30, 2024 - Nil; March 31, 2025 - Nil; March 31, 2024 - Nil; March 31, 2023 - Nil), on account of a fire that broke out on one of
the Group's leased warehouse in Bhiwandi, Maharashtra, on May 12, 2025. Accordingly, ₹ 90.47 million (including reversal of goods and services tax credit) for
inventory loss on account of fire has been shown separately in the Restated Consolidated Statement of Profit and Loss.

25. Employee benefits expense

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Salaries, wages and bonus 695.70 630.47 2,528.13 2,613.06 2,548.69
Contribution to provident and other funds (refer note 32) 21.93 19.10 78.84 72.95 75.53
Share based payment expense (refer note 33) 230.37 154.79 725.70 571.26 934.60
Gratuity* (refer note 32) 12.46 13.80 71.09 55.11 50.67
Staff welfare expenses 31.78 23.51 97.46 135.80 161.37
992.24 841.67 3,501.22 3,448.18 3,770.86

*Includes expenses pertaining to the foreign subsidiaries for three months period ended June 30, 2025, ₹ 1.99 million (June 30, 2024 - ₹ 1.42 million; year(s) ended
March 31, 2025 - ₹ 6.67 million; March 31, 2024 - ₹ 6.21 million; March 31, 2023 - ₹ 6.50 million) towards the UAE end of service benefit plan as per the UAE
regulations and Nil (June 30, 2024 - ₹ 0.35 million; year(s) ended March 31, 2025 - ₹ 1.86 million; March 31, 2024 - ₹ 1.61 million; March 31, 2023 - ₹ 1.06 million)
towards the KSA end of service benefit plan as per the KSA regulations.

26. Finance costs

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Interest on lease liabilities (refer note 31) 26.83 23.02 104.75 92.00 71.92
26.83 23.02 104.75 92.00 71.92

27. Depreciation and amortisation expense

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Depreciation of property, plant and equipment [refer note 3(a)] 24.46 25.72 103.83 116.98 80.19
Depreciation of right-of-use assets [refer note 3(b)] 70.58 61.86 264.77 248.12 223.32
Amortisation of intangible assets [refer note 4] * 0.40 1.36 2.89 3.00
95.04 87.98 369.96 367.99 306.51
* Amount less than INR 0.01 million

353
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

28. Other expenses

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Advertisement expenses 518.29 486.32 1,727.55 1,731.92 1,891.98
Sales promotion expenses 154.23 115.10 344.28 263.71 223.12
Incentive to service professionals 239.56 210.99 754.25 628.39 473.16
Personal safety material distributed to service professionals - - - - 13.05
Software expenses 47.87 32.66 146.08 114.28 124.16
Freight and warehousing 110.71 71.24 364.68 208.87 195.78
Cost of services rendered 125.31 117.59 474.79 279.75 236.65
Payment gateway charges 50.42 44.86 194.42 170.25 164.89
(Gain)/Loss on disposal of property, plant and equipment (net) - - (2.44) 0.67 (0.05)
Bandwidth and hosting charges 86.05 59.54 243.24 203.23 152.25
Training expenses 48.13 16.02 88.92 83.56 123.64
Communication expenses 16.93 17.09 65.77 52.22 46.30
Outsourced support expenses 288.24 215.03 859.50 625.98 746.27
Electricity expenses 12.12 10.55 39.04 34.01 39.94
Property, plant and equipment written off 0.17 3.77 3.77 4.85 2.29
Allowance for doubtful recoveries of advances (0.06) (0.10) 5.78 (0.51) (2.12)
Advances written off 0.01 - 1.23 3.23 3.85
Allowances for bad and doubtful debts 2.50 2.84 27.13 3.32 43.64
Bad debts - - 23.37 7.47 1.46
Legal and professional charges# 57.56 44.53 215.09 178.21 231.20
Lease rent (refer note 31) 14.23 9.81 60.20 66.18 114.40
Office expense 27.36 23.88 105.84 99.92 105.88
Rates and taxes 3.02 1.14 30.65 5.97 3.80
Repairs and maintenance 6.34 3.57 12.18 11.32 15.91
Recruitment expenses 6.03 2.09 12.87 12.30 12.18
Travelling expenses 53.61 30.31 132.31 144.14 161.60
Partner incentivisation plan expense - 3.69 4.68 26.88 18.09
Donations - 2.50 4.00 3.00 4.00
Warranty expenses 44.09 20.46 119.21 17.66 -
Bank charges 0.95 0.93 4.99 3.62 4.45
Impairment of property, plant and equipment [refer note 3(a)] - 22.34 22.34 - -
Listing expenses 19.34 - 10.00
Miscellaneous expenses 18.98 15.79 37.03 22.08 7.76
1,951.99 1,584.54 6,132.75 5,006.48 5,159.53

#Payment to auditors*
- Statutory audit fee (excluding taxes) 2.13 2.13 8.50 8.50 7.40
- Tax audit fee 0.03 0.03 0.10 0.10 0.10
- Out of pocket expenses 0.07 0.26 0.73 0.26 0.27
- Other services 0.30 1.80 6.50 1.20 1.48
2.53 4.22 15.83 10.06 9.25

*Payment to auditors for the three months period ended June 30, 2025, excludes ₹ 35.97 million (June 30, 2024 – Nil; March 31, 2025 – Nil; March 31, 2024 – Nil;
March 31, 2023 – Nil) in relation to the services provided by the statutory auditors towards the proposed IPO of the equity shares of the Holding Company. Out of
the total amount, ₹ 8.18 million (June 30, 2024 – Nil; March 31, 2025 – Nil; March 31, 2024 – Nil; March 31, 2023 – Nil) has been recognized as "Listing expenses"
in the Restated Consolidated Statement of Profit and Loss and ₹ 27.79 million (June 30, 2024 – Nil; March 31, 2025 – Nil; March 31, 2024 – Nil; March 31, 2023 –
Nil) has been recognized as deferred share issue expenses under "Other assets" (refer note 9).

354
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

29. Earnings per share (EPS)

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Earnings per share
Net profit/(loss) attributable to the equity shareholders 69.38 126.21 2,397.65 (927.72) (3,124.84)
(i) Weighted average number of equity shares used as denominator 1,466,543,450 1,417,510,620 1,440,865,138 1,406,260,492 1,389,967,864
for calculating basic EPS
(ii) Weighted average number of equity shares used as denominator 1,490,448,450 1,442,068,120 1,454,612,638 1,406,260,492 1,389,967,864
for calculating diluted EPS

(i) Basic earnings per share (in ₹ per equity share) 0.05 0.09 1.66 (0.66) (2.25)
(ii) Diluted earnings per share (in ₹ per equity share) 0.05 0.09 1.65 (0.66) (2.25)

Weighted average number of shares used as the denominator:

Weighted average number of equity shares outstanding (refer note 1,390,053,450 1,336,985,620 1,366,232,638 1,323,907,992 1,323,750,364
(i) below)
Add: Stock options vested and exercisable at the end of the 76,490,000 80,525,000 74,632,500 82,352,500 66,217,500
period/year
Weighted average number of equity shares used as the 1,466,543,450 1,417,510,620 1,440,865,138 1,406,260,492 1,389,967,864
denominator in calculating basic EPS

Effect of dilutive issue of stock options (refer note (ii) below) 23,905,000 24,557,500 13,747,500 - -
Weighted average number of equity shares used as the 1,490,448,450 1,442,068,120 1,454,612,638 1,406,260,492 1,389,967,864
denominator in calculating diluted EPS

Notes:

i) Includes Compulsorily Convertible Cumulative Preference Shares, which are compulsorily convertible into equity shares and exercisable employees’ stock
options. Refer notes 15, 33 and 34.
ii) In view of losses during the year(s) ended March 31, 2024, and March 31, 2023, the options, which are anti-dilutive have been ignored in the calculation of
diluted earnings per share.
iii) During the year ended March 31, 2025, the Holding Company issued 488,522,013 bonus equity shares of ₹ 1 per share in the ratio of 1:2499 per fully paid-
up equity shares, having a face value of ₹ 1 per share, to the existing equity shareholders. As such, the weighted average number of equity shares is adjusted
for the proportionate change in the number of equity shares outstanding as if the bonus issue had occurred at the beginning of the earliest period presented
in these Restated Consolidated Financial Information. Refer note 14 for further details on the bonus issue.

30. Deferred tax assets (net)

a) Restated Consolidated Statement of Profit and Loss:

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Income tax:
Current tax - - - 0.45 0.31
Income tax for earlier periods/years - - - - 0.11
Deferred tax:
Relating to origination and reversal of temporary differences (13.03) - (2,112.12) - -
Total tax expense/(credit) (13.03) - (2,112.12) 0.45 0.42

b) Other comprehensive income:

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Deferred tax related to items recognized in OCI:
Deferred tax charge/(credit) on remeasurements of defined benefit 11.89 - (5.31) - -
plans
Tax expense charged to OCI 11.89 - (5.31) - -

355
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

c) Deferred tax relates to the following:

As at June 30, As at March 31,

2025 2024 2025 2024 2023
Deferred tax assets
Current period (profits)/losses 39.94 143.36 47.01 55.57 411.36
Brought forward losses 1,855.34 1,977.23 1,977.23 1,748.99 1,771.11
Unabsorbed depreciation 18.59 13.22 13.22 55.53 41.32
Employee benefits obligation 53.00 50.19 60.88 51.94 38.77
Share based payment reserve 490.33 515.89 490.33 853.33 740.54
Lease liabilities 313.10 313.50 313.08 251.83 250.63
Depreciation and amortisation 36.55 29.59 34.34 21.04 7.58
Others 55.04 42.05 58.45 46.81 31.76
Total (A) 2,861.89 3,085.03 2,994.54 3,085.04 3,293.07

Deferred tax liabilities

Right-of-use assets (275.85) (292.31) (279.48) (230.52) (236.07)
Others - 0.22 (2.63) (14.51) -
Total (B) (275.85) (292.09) (282.11) (245.03) (236.07)

Net deferred tax assets (A-B) 2,586.04 2,792.94 2,712.43 2,840.01 3,057.00
Less: Deferred tax asset not recognized (467.47) (2,792.94) (595.00) (2,840.01) (3,057.00)
Net deferred tax assets recognized in books of accounts 2,118.57 - 2,117.43 - -

d) Reconciliation of effective tax rate:

As at June 30, As at March 31,

2025 2024 2025 2024 2023
Income Tax expense
Accounting profit /(loss) before tax 56.35 126.21 285.53 (927.27) (3,124.42)
Applicable tax rate in India 25.168% 25.168% 25.168% 25.168% 25.168%
Income tax expense/(credit) calculated 14.18 31.76 71.86 (233.38) (786.35)
Effect of different tax rate on certain items 9.19 95.33 106.07 228.83 358.14
Effect of expenses which would never be allowed in tax 0.18 0.78 14.16 1.02 (46.69)
computation
Effect of deferred tax not recognized 36.29 (127.87) - 3.98 475.32
Effect of deferred tax assets of earlier periods/years, recognized - - (2,304.21) - -
in current period/year
Others (72.87) - - - -
Income tax expense/(credit) reported in the Restated (13.03) - (2,112.12) 0.45 0.42
Consolidated Statement of Profit and Loss

e) Reconciliation of deferred tax asset (net):

As at June 30, As at March 31,

2025 2024 2025 2024 2023
Opening balance (2,117.43) - - - -
Tax expense/(credit) during the period/year
- recognized in Restated Consolidated Statement of Profit and Loss (13.03) - (2,112.12) - -
- recognized in OCI 11.89 - (5.31) - -
Closing balance (2,118.57) - (2,117.43) - -

356
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

f) Movement for the three months period ended June 30, 2025

Recognized in
April 01, 2025 profit or loss Recognized in OCI June 30, 2025

Tax losses 2,037.46 (123.59) - 1,913.87

Employee benefits obligation 60.88 4.01 (11.89) 53.00
Share based payment reserve 490.33 - - 490.33
Property, plant and equipment 34.34 2.21 - 36.55
Lease liabilities 313.08 0.02 - 313.10
Others 58.45 (3.41) - 55.04
Total (A) 2,994.54 (120.76) (11.89) 2,861.89

Deferred tax liabilities

Right-of-use assets (279.48) 3.63 - (275.85)
Others (2.63) 2.63 - -
Total (B) (282.11) 6.26 - (275.85)

Net deferred tax assets (A-B) 2,712.43 (114.50) (11.89) 2,586.04

Less: Deferred tax asset not recognized (595.00) 127.53 - (467.47)
Net deferred tax assets recognized in books of accounts 2,117.43 13.03 (11.89) 2,118.57

g) Movement for the year ended March 31, 2025

Recognized in
April 01, 2024 profit or loss Recognized in OCI March 31, 2025

Tax losses 1,860.09 177.37 - 2,037.46

Employee benefits obligation 51.94 3.63 5.31 60.88
Share based payment reserve 853.33 (363.00) - 490.33
Property, plant and equipment 21.04 13.30 - 34.34
Lease liabilities 251.83 61.25 - 313.08
Others 46.81 11.64 - 58.45
Total (A) 3,085.04 (95.81) 5.31 2,994.54

Deferred tax liabilities

Right-of-use assets (230.52) (48.96) - (279.48)
Others (14.51) 11.88 - (2.63)
Total (B) (245.03) (37.08) - (282.11)

Net deferred tax assets (A-B) 2,840.01 (132.89) 5.31 2,712.43

Less: Deferred tax asset not recognized (2,840.01) 2,245.01 (595.00)
Net deferred tax assets recognized in books of accounts* - 2,112.12 5.31 2,117.43

*Deferred tax has been recognised subsequent to the three months period ended June 30, 2024.

i. During the year ended March 31, 2025, the Holding Company had recognized deferred tax assets on tax losses for the first time. As such, during the three
months period ended June 30, 2025, the Company has recognized deferred tax assets on tax losses having expiry from 1-5 years, for ₹ 1,437.07 million (March
31, 2025 - ₹ 1,233.04 million) and more than 5 years for ₹ 36.26 million (March 31, 2025 - ₹ 240.29 million). The deferred tax assets on temporary differences
have also been recognized for the period, considering the reasonable certainty of current and future taxable profits.

ii. As at March 31, 2024, the Group had not recognized deferred tax assets on tax losses having expiry from 1-5 years, for ₹ 977.86 million (June 30, 2024 - ₹
1,385.95 million; March 31, 2023 - ₹ 762.09 million) and more than 5 years for ₹ 790.88 million (June 30, 2024 - ₹ 274.27 million; March 31, 2023 - ₹ 906.23
million). The deferred tax assets on temporary differences had also not been recognized in the absence of reasonable certainty of future taxable profits, for
these periods/years.

iii. As at June 30, 2025, the Group has ₹ 6,789.21 million (June 30, 2024 - ₹ 7,363.80 million; March 31, 2025 - ₹ 7,363.80 million, March 31, 2024 - ₹ 7,253.82
million; March 31, 2023 - ₹ 7,256.81 million) of tax losses carried forward as per income tax records.

357
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

iv. As at the period ended on June 30, 2024, and year(s) ended on March 31, 2024, and March 31, 2023, the Group had deductible temporary differences, brought
forward losses, and unabsorbed depreciation under the tax laws. However, in the absence of reasonable certainty of realization, no deferred tax assets were
recognized in the books of accounts for these periods/years. The unused tax losses expire up to 8 years.

v. For the three months period ended June 30, 2025, the Group has not recognized deferred tax assets on the subsidiaries and joint venture losses and brought
forward losses of the Holding Company amounting to ₹ 348.51 million (March 31, 2025 - ₹ 331.44 million) and ₹ 118.94 million (March 31, 2025 - ₹ 263.56
million), respectively, due to the unavailability and absence of reasonable certainty of the profit against which these deferred tax assets can be realized.

vi. The Group has not recognized and disclosed deferred tax assets during the three months period ended June 30, 2025, on the losses of subsidiaries which are
scheduled for closure, amounting to Nil (March 31, 2025 - ₹ 138.36 million). Also refer note 37.

31. Leases

The Group has entered into agreements to lease certain offices and store premises. The lease term for such properties range between 2 to 9 years, with escalation
clauses in certain lease agreements.

Extension and termination options are included in the leases for a number of properties across the Group. These are used to maximize operational flexibility.
Extension and termination options are exercisable by lessor and the Group mutually.

a. Details of lease liability:

The following is the movement in lease liabilities:

As at June 30, As at March 31,
2025 2024 2025 2024 2023
Opening balance 1,199.09 1,041.19 1,041.19 1,017.34 803.07
Additions during the period/year 50.18 300.99 438.95 261.18 809.80
Terminated/Modified during the period/year (2.22) (67.72) (87.35) (35.68) (397.60)
Finance cost accrued during the period/year 26.83 23.02 104.75 92.00 71.92
Payment of lease liabilities (81.53) (72.99) (299.39) (294.37) (269.12)
Exchange difference 0.24 (0.09) 0.94 0.72 (0.73)
1,192.59 1,224.40 1,199.09 1,041.19 1,017.34

Current 216.34 191.64 204.35 178.58 177.90

Non-current 976.25 1,032.76 994.74 862.61 839.44

b. Charge to the Restated Consolidated Statement of Profit and Loss:

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Interest expense (included in finance costs) 26.83 23.02 104.75 92.00 71.92
Depreciation of right-of-use assets 70.58 61.86 264.77 248.12 223.32
Short term and low value lease expense 14.23 9.81 60.20 66.18 114.40

c. The total cash outflow for leases for the three months period ended June 30, 2025, was ₹ 81.53 million (June 30, 2024 - ₹ 72.99 million; March 31, 2025 - ₹
299.39 million; March 31, 2024 - ₹ 294.37 million; March 31, 2023 - ₹ 269.12 million).

d. Additions to the right-of-use assets during the three months period ended June 30, 2025, were ₹ 52.13 million (June 30, 2024 - ₹ 313.44 million; March 31, 2025
- ₹ 458.67 million; March 31, 2024 - ₹ 270.44 million; March 31, 2023 - ₹ 837.63 million).

e. Refer note 3(b) for amounts recognized on the Restated Consolidated Statement of Assets and Liabilities for right-of-use assets.

f. Net gain on the leases modified/terminated during the three months period ended June 30, 2025, was ₹ 0.10 million (June 30, 2024 - ₹ 18.99 million; March 31,
2025 - ₹ 22.00 million; March 31, 2024 - ₹ 7.81 million; March 31, 2023 - ₹ 74.64 million).

358
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

32. Employee benefits

A. Defined benefit plan

I. In respect of companies incorporated in India

Gratuity:

The Holding Company and its Indian subsidiary provide for gratuity as per a defined benefit plan (the “Gratuity Plan”) covering eligible employees in accordance
with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to eligible employees upon retirement, death, incapacitation, or termination
of employment, of an amount determined basis the respective employees’ salary and the tenure of employment. The liability is actuarially determined (using the
Projected Unit Credit method) at the end of each reporting period/year. Actuarial losses/ gains are recognized in the Restated Consolidated Statement of Profit and
Loss in the period/year in which they arise. The Holding Company and its subsidiary's liability is not funded by any plan asset.

The results of the actuarial study for the obligation for employee benefits for Gratuity, as computed by the actuary, are shown below:

i) Amount recognized in the Restated Consolidated Statement of Total Comprehensive Income

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Current service cost 7.22 9.30 41.12 39.03 37.32
Interest cost 3.25 2.73 11.24 8.26 5.79
Actuarial (gain)/loss due to changes in financial assumptions (47.26) 0.55 11.78 3.86 (10.59)
Recognition of past service cost - - 10.20 - -
Total charged to the Restated Consolidated Statement of Total (36.79) 12.58 74.34 51.15 32.52
Comprehensive Income

ii) Reconciliation of benefit obligations

As at June 30, As at 31 March,

2025 2024 2025 2024 2023
Obligation at the beginning of the period/year 203.80 156.24 156.24 113.02 89.03
Current service cost 7.22 9.30 41.12 39.03 37.32
Interest cost 3.25 2.73 11.24 8.26 5.79
Actuarial (gain)/loss due to changes in financial assumptions (47.26) 0.55 11.78 3.86 (10.59)
Recognition of past service cost - - 10.20 - -
Benefits paid (7.12) (7.50) (26.78) (7.93) (8.53)
Defined benefits obligations at the end of the period/year 159.89 161.32 203.80 156.24 113.02

iii) Amount recognized in the Restated Consolidated Statement of Assets and Liabilities

As at June 30, As at 31 March,

2025 2024 2025 2024 2023
Present value of the obligation at the end of the period/year 159.89 161.32 203.80 156.24 113.02
Net liability recognized in the Restated Consolidated Statement (159.89) (161.32) (203.80) (156.24) (113.02)
of Assets and Liabilities

iv) Expense recognized in the Restated Consolidated Statement of Profit and Loss

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Interest cost 3.25 2.73 11.24 8.26 5.79
Current service cost 7.22 9.30 41.12 39.03 37.32
Past service cost - - 10.20 - -
Expense recognized in the Restated Consolidated Statement of 10.47 12.03 62.56 47.29 43.11
Profit and Loss

359
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

v) Expense recognized in the other comprehensive income

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Actuarial (gain)/loss – obligation (47.26) 0.55 11.78 3.86 (10.59)
Total actuarial (gain)/loss recognized in other comprehensive (47.26) 0.55 11.78 3.86 (10.59)
income

vi) Movements in net liability

As at June 30, As at 31 March,

2025 2024 2025 2024 2023
Net liability at the beginning of the period/year 203.80 156.24 156.24 113.02 89.03
Direct benefit payments by employer (7.12) (7.50) (26.78) (7.93) (8.53)
Total expense recognized in the Restated Consolidated Statement of 10.47 12.03 62.56 47.29 43.11
Profit and Loss
Total amount recognized in other comprehensive income (47.26) 0.55 11.78 3.86 (10.59)
Net liability at the end of the period/year 159.89 161.32 203.80 156.24 113.02

Amounts recognized in the Restated Consolidated Statement of Assets and Liabilities consist of:
Current liability 28.37 18.05 31.62 19.64 10.99
Non-current liability 131.52 143.27 172.18 136.60 102.03

vii) Principal actuarial assumptions

As at June 30, As at 31 March,

2025 2024 2025 2024 2023
Discount rate 6.15% 7.10% 6.55% 7.20% 7.30%
Salary escalation 10.00% 10.00% 10.00% 10.00% 10.00%
Withdrawal rate: age
Upto 30 years 30.00% 30.00% 30.00% 30.00% 30.00%
31 to 44 years 15.00% 15.00% 15.00% 15.00% 15.00%
Above 44 years 5.00% 5.00% 5.00% 5.00% 5.00%
Mortality rate IALM 2012-14 IALM 2012-14 IALM 2012- 14 IALM 2012-14 IALM 2012-14

viii) Sensitivity analysis of significant assumptions

The following tables present a sensitivity analysis to each of the relevant actuarial assumption, holding other assumptions constant, showing how the defined benefit
obligation would have been affected by changes in the relevant actuarial assumptions that were reasonably possible at the reporting date.

Change in defined benefit obligation of Gratuity plan due to change in mortality rate, is negligible.

As at June 30, 2025: Defined benefit obligation (base) ₹ 159.89 million @ salary increase rate: 10%, and discount rate: 6.15%

As at June 30, 2025

(Increase)/ decrease in defined benefit obligation
Decrease in assumption Increase in assumption
Discount rate (1% movement) (11.24) 9.79
Future salary appreciation (1% movement) 6.50 (6.60)
Withdrawal rate (1% movement) (0.44) 0.54

360
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at June 30, 2024: Defined benefit obligation (base) ₹ 161.32 million @ salary increase rate: 10%, and discount rate: 7.10%

As at June 30, 2024

(Increase)/ decrease in defined benefit obligation
Decrease in assumption Increase in assumption
Discount rate (1% movement) (14.73) 12.53
Future salary appreciation (1% movement) 12.27 (14.09)
Withdrawal rate (1% movement) (3.94) 3.49

As at March 31, 2025: Defined benefit obligation (base) ₹ 203.80 million @ salary increase rate: 10% and discount rate: 6.55%.

As at March 31, 2025

(Increase)/ decrease in defined benefit obligation
Decrease in assumption Increase in assumption
Discount rate (1% movement) (18.48) 15.67
Future salary appreciation (1% movement) 15.40 (17.74)
Withdrawal rate (1% movement) (5.03) 4.40

As at March 31, 2024: Defined benefit obligation (base) ₹ 156.24 Million @ salary increase rate: 10%, and discount rate: 7.20%

As at March 31, 2024

(Increase)/ decrease in defined benefit obligation
Decrease in assumption Increase in assumption
Discount rate (1% movement) (14.07) 11.97
Future salary appreciation (1% movement) 11.77 (13.51)
Withdrawal rate (1% movement) (3.77) 3.36

As at March 31, 2023: Defined benefit obligation (base) ₹ 113.02 Million @ salary increase rate: 10%, and discount rate: 7.30%

As at March 31, 2023

(Increase)/ decrease in defined benefit obligation
Decrease in assumption Increase in assumption
Discount rate (1% movement) (10.16) 8.69
Future salary appreciation (1% movement) 8.59 (9.83)
Withdrawal rate (1% movement) (2.96) 2.67

ix) The expected maturity analysis of undiscounted gratuity is as follows:

As at June 30, As at 31 March,

2025 2024 2025 2024 2023
1 year 28.37 18.05 31.62 19.64 10.99
2 years 22.57 20.07 24.69 17.80 13.10
3 years 21.06 20.14 23.16 18.90 13.78
4 years 18.82 18.69 21.08 18.34 13.70
5 years 16.18 16.64 18.46 16.41 12.89
more than 5 years 161.62 267.42 302.02 260.83 191.31

The weighted average duration of the defined benefit plan obligation at the end of the reporting period is 7 years (June 30, 2024 – 9 years, March 31, 2025 – 9 years;
March 31, 2024 – 8 years; March 31, 2023 – 8 years).

361
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

II. In respect of companies incorporated outside India

‘Employees’ end of service benefit:

In respect of a subsidiary located in the United Arab Emirates (UAE), Gratuity under the UAE labour laws is regarded as a defined benefit plan. According to the
UAE regulations, management has started to assess the present value of its obligation as at the year ended March 31, 2025, for the first time based on an actuarial
valuation carried out using the projected unit credit method, in respect of employees’ end of service benefits payable under the UAE Labour Law. Prior to that, the
liability was calculated using the actual basis as at the period ended June 30, 2024, and the year(s) ended March 31, 2024, and March 31, 2023, which came to ₹12.93
million, ₹12.22 million, and ₹ 8.06 million, respectively.

Under the projected unit credit method, an assessment has been made of an employee’s expected service life with the Group and the expected basic salary at the date
of leaving the service, based on the following assumptions:

i) Amount recognized in the Restated Consolidated Statement of Total Comprehensive Income

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Current service cost 1.75 NA 6.00 NA NA
Interest cost 0.24 NA 0.67 NA NA
Actuarial (gain)/loss due to changes in financial assumptions 0.09 NA 4.92 NA NA
Total charged to the Restated Consolidated Statement of Total 2.08 NA 11.59 NA NA
Comprehensive Income

ii) Reconciliation of benefit obligations

As at June 30, As at 31 March,
2025 2024 2025 2024 2023
Obligation at the beginning of the period/year 18.50 NA 12.22 NA NA
Current service cost 1.75 NA 6.00 NA NA
Interest cost 0.24 NA 0.67 NA NA
Actuarial (gain)/loss due to changes in financial assumptions 0.09 NA 4.92 NA NA
Benefits paid (1.35) NA (5.63) NA NA
Exchange difference - NA 0.32 NA NA
Defined benefits obligations at the end of the period/year 19.23 NA 18.50 NA NA

iii) Amount recognized in the Restated Consolidated Statement of Assets and Liabilities
As at June 30, As at 31 March,
2025 2024 2025 2024 2023
Present value of the obligation at the end of the period/year 19.23 NA 18.50 NA NA
Net liability recognized in the Restated Consolidated Statement (19.23) NA (18.50) NA NA
of Assets and Liabilities

iv) Expense recognized in the Restated Consolidated Statement of Profit and Loss

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Interest cost 0.24 NA 0.67 NA NA
Current service cost 1.75 NA 6.00 NA NA
Expense recognized in the Restated Consolidated Statement of 1.99 NA 6.67 NA NA
Profit and Loss

v) Expense recognized in the other comprehensive income

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Actuarial (gain)/loss – obligation 0.09 NA 4.92 NA NA
Total actuarial (gain)/loss recognized in other comprehensive 0.09 NA 4.92 NA NA
income

362
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

vi) Movements in net liability

As at June 30, As at 31 March,

2025 2024 2025 2024 2023
Net liability at the beginning of the period/year 18.50 NA 12.22 NA NA
Direct benefit payments by employer (1.35) NA (5.63) NA NA
Total expense recognized in the Restated Consolidated Statement 1.99 NA 6.67 NA NA
of Profit and Loss
Total amount recognized in other comprehensive income 0.09 NA 4.92 NA NA
Exchange difference - NA 0.32 NA NA
Net liability at the end of the period/year 19.23 NA 18.50 NA NA

Amounts recognized in the Restated Consolidated Statement of Assets and Liabilities consist of:
Current liability 3.28 NA 3.55 NA NA
Non-current liability 15.95 NA 14.95 NA NA

vii) Principal actuarial assumptions

As at June 30, As at 31 March,

2025 2024 2025 2024 2023
Discount rate 4.75% NA 5.40% NA NA
Salary escalation 6.00% NA 6.00% NA NA
Withdrawal rate: age
Upto 30 years 30.00% NA 30.00% NA NA
31 to 44 years 15.00% NA 15.00% NA NA
Above 44 years 5.00% NA 5.00% NA NA
75% of WHO NA 75% of WHO NA NA
Mortality rate
UAE19 UAE19

viii) Sensitivity analysis of significant assumptions

The following tables present a sensitivity analysis to each of the relevant actuarial assumption, holding other assumptions constant, showing how the defined benefit
obligation would have been affected by changes in the relevant actuarial assumptions that were reasonably possible at the reporting date.

Change in defined benefit obligation of Gratuity plan due to change in mortality rate, is negligible.

As at June 30, 2025: Defined benefit obligation (base) ₹ 19.23 million @ salary increase rate: 6%, and discount rate: 4.75%
As at June 30, 2025
(Increase)/ decrease in defined benefit obligation
Decrease in assumption Increase in assumption
Discount rate (1% movement) (1.53) 1.31
Future salary appreciation (1% movement) 1.31 (1.50)
Withdrawal rate (1% movement) (0.24) 0.22

As at March 31, 2025: Defined benefit obligation (base) ₹ 222.30 million @ salary increase rate: 6%, and discount rate: 5.40%.
As at March 31, 2025
(Increase)/ decrease in defined benefit obligation
Decrease in assumption Increase in assumption
Discount rate (1% movement) (1.36) 1.17
Future salary appreciation (1% movement) 1.18 (1.34)
Withdrawal rate (1% movement) (0.16) 0.14

363
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

ix) The expected maturity analysis of undiscounted gratuity is as follows:

As at June 30, As at 31 March,

2025 2024 2025 2024 2023
1 year 3.28 NA 3.55 NA NA
2 years 2.59 NA 2.59 NA NA
3 years 2.22 NA 2.24 NA NA
4 years 1.97 NA 1.98 NA NA
5 years 1.78 NA 1.78 NA NA
more than 5 years 17.68 NA 17.32 NA NA

The weighted average duration of the defined benefit plan obligation at the end of the reporting period is 7 years (June 30, 2024 - Not applicable, March 31, 2025 -
7 years; March 31, 2024 - Not applicable; March 31, 2023 - Not applicable).

B. Compensated absence

Amounts recognized in the Restated Consolidated Statement of Assets and Liabilities consist of:

As at June 30, As at 31 March,

2025 2024 2025 2024 2023
Current liability 53.77 42.03 39.17 32.49 33.58

As at June 30, 2025, the entire amount of the provision of ₹ 53.77 million (June 30, 2024 - ₹ 42.03 million; March 31, 2025 - ₹ 39.17 million; March 31, 2024 - ₹
32.49 million; March 31, 2023 - ₹ 33.58 million) is presented as current, since the Group does not have an unconditional right to defer settlement for any of these
obligations. However, based on past experience, the Group does not expect all the employees to avail full amount of accrued leave or require payment for such leave
within the next 12 months.

As at June 30, As at 31 March,

2025 2024 2025 2024 2023

Compensated absence not expected to be settled within the next 12 37.17 17.57 20.04 16.36 15.51
months

C. Provident fund and labour welfare fund:

Contribution towards provident fund for eligible employees is made to the regulatory authorities. Such benefits are classified as Defined Contribution Schemes as
the Group does not carry any further obligations, apart from the contributions made on a monthly basis.

During the three months period ended June 30, 2025, expense recognized for contribution to provident and other fund is ₹ 21.93 million (June 30, 2024 - ₹ 19.10
million, March 31, 2025 - ₹ 78.84 million; March 31, 2024 - ₹ 72.95 million; March 31, 2023 - ₹ 75.53 million).

364
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

33. Employees’ stock options

Pursuant to the Shareholders' resolution dated July 25, 2015, the Holding Company introduced “Employee Stock Option Plan 2015 (ESOP - 2015)” and further
amended by the Shareholders' resolution dated January 31, 2025. The plan entitles employees to purchase equity shares in the Holding Company at the stipulated
exercise price, subject to compliance with vesting conditions, i.e., the requisite service duration. While in employment, all vested options can be exercised up to ten
years from the date of vesting or two years from the date of listing, whichever is later. For ex-employees, all vested options must be exercised within two years from
the date of exit or two years from the date of listing, whichever is later. All exercised options shall be settled by dematerialized equity shares. Also refer note 14.

a. Movement in stock options during the period/year:

As at June 30, 2025 As at June 30, 2024
No. of stock Weighted average No. of stock Weighted average
options exercise price (₹) options exercise price (₹)
Employee Stock Option Plan 2015
Balance at the beginning of the period/year 42,509 1 48,242 1
Granted during the period/year 596 1 205 1
Exercised during the period/year - - 9,577 1
Forfeited during the period/year 448 1 506 1
Outstanding at the end of period/year * 42,657 1 38,364 1
Exercisable at period/year end 29,450 1 26,097 1

As at March 31, 2025 As at March 31, 2024 As at March 31, 2023

No. of stock Weighted average No. of stock Weighted average No. of stock Weighted average
options exercise price (₹) options exercise price (₹) options exercise price (₹)
Employee Stock Option Plan 2015
Balance at the beginning of the period/year 48,242 1 45,471 1 42,487 1
Granted during the period/year 7,532 1 5,073 1 7,810 1
Exercised during the period/year 10,664 1 217 1 20 1
Forfeited during the period/year 2,601 1 2,085 1 4,806 1
Outstanding at the end of period/year * 42,509 1 48,242 1 45,471 1
Exercisable at period/year end 28,940 1 34,856 1 29,535 1

*As at June 30, 2025, the exercise price for options outstanding was ₹ 1 (June 30, 2024 - ₹ 1; March 31, 2025 - ₹ 1; March 31, 2024 - ₹ 1; March 31, 2023 - ₹ 1),
and the weighted average remaining contractual life (in years) was 1.53 (June 30, 2024: 1.74; March 31, 2025: 1.56, March 31, 2024: 1.81; March 31, 2023: 1.82).

b. Options exercised:
Number of Fair value at Exercised price
options exercised Exercised date exercised date (₹) (₹)
Options exercised during the year ended March 31, 2023 20 November 23, 2022 123,909 1
Options exercised during the year ended March 31, 2024 3 August 10, 2023 354,000 1
Options exercised during the year ended March 31, 2024 214 January 24, 2024 232,345 1
Options exercised during the year ended March 31, 2025/ 9,334 May 17, 2024 220,000 1
during the period ended June 30, 2024
Options exercised during the year ended March 31, 2025/ 243 May 22, 2024 220,000 1
during the period ended June 30, 2024
Options exercised during the year ended March 31, 2025 26 September 11, 2024 220,000 1
Options exercised during the year ended March 31, 2025 500 December 23, 2024 240,000 1
Options exercised during the year ended March 31, 2025 141 January 07, 2025 240,000 1
Options exercised during the year ended March 31, 2025 420 February 18, 2025 242,500 1

c. Fair value of options granted during the period/year:

The weighted average fair value as at grant date of the options granted during the three months period ended June 30, 2025, was ₹ 240,000 (June 30, 2024 - ₹
220,000; year(s) ended March 31, 2025 - 231,802; March 31, 2024 - ₹ 155,816; March 31, 2023 - ₹131,128) per option. For the year(s) ended March 31, 2024 and
March 31, 2023, the fair value at grant date is independently determined using the Black-Scholes Model which takes into account the exercise price, the expected
life of Option/RSU, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for
the term of the Option/RSU. For three months period(s) ended June 30, 2025, and June 30, 2024, and the year ended March 31, 2025, the fair value has been
considered on the basis of latest secondary sale of equity shares.

365
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

The model inputs for options granted during the period/year are as follows:

As at June 30, As at March 31,

2025** 2024** 2025** 2024 2023
Dividend yield (%) - - - - -
Expected volatility* (%) Not Applicable Not Applicable Not Applicable 31.80% - 55.50% 45.27%-73.43%
Risk-free interest rate (%) Not Applicable Not Applicable Not Applicable 6.57% - 6.84% 5.41% -7.43%
Weighted average life of option (in years) 3.05 3.09 3.09 3.15 3.21
Weighted average share price (in ₹) 240,000 220,000 231,802 155,816 131,128
Exercise price (in ₹) 1 1 1 1 1

*Expected volatility has been determined using Beta of Listed Peers.

**For the three months period ended June 30, 2025; June 30, 2024 and for the year ended March 31, 2025, the fair value has been considered on the basis of the
latest secondary sale of equity shares.

d. For the three months period ended June 30, 2025, expense recognized in the Restated Consolidated Statement of Profit and Loss amounted to ₹ 230.37 million
(June 30, 2024 - ₹ 154.79 million; year(s) ended March 31, 2025 - ₹ 725.70 million March 31, 2024 - ₹ 530.00 million; March 31, 2023 - ₹ 994.34 million)
(refer note 25).

e. The Shareholder's Agreement between the Holding Company and its shareholders, was amended on March 02, 2021, to grant performance linked incentives to
the founder shareholders. The summary of the amendments is disclosed below.

Dilution in conversion ratio: The conversion ratio of Compulsorily Convertible Cumulative Preference Shares (CCPS) to equity shares would reduce, subject
to certain performance and service conditions being fulfilled and a qualifying event occurring within cut off dates. This reduction in conversion ratio would
increase the relative shareholding of equity shareholders (including the founder shareholders).

In the assessment of the Holding Company, the qualifying event was under the control of the Holding Company. Therefore, adjustment to the conversion ratio
on account of a qualifying event at a specified issue price did not violate the fixed-for-fixed criteria as specified in Ind AS 32, Financial Instruments: Presentation.
Hence, the instruments were classified as equity.

Issuance of fresh equity shares: Future milestones of the incentive plan would involve issuance of fresh shares by the Holding Company to the founder
shareholders subject to certain market and non-market performance and service conditions being fulfilled and a qualifying event occurring within cut off dates.
Owing to market and non-market performance and service conditions attached to both the above benefits, the related costs have been accounted as equity settled
share-based payment arrangement as per Ind AS 102.

As at the year ended March 31, 2022, fair value of the share based payment benefit was recognized in the Restated Statement of Profit and Loss on a straight-
line basis, from the date of the grant to the cut off dates based on management's estimate, for the milestones where achievement of performance conditions and
occurrence of the qualifying event has been deemed probable. Further, as at the year ended March 31, 2023, management reassessed the likelihood of occurrence
of qualifying event necessary for triggering one of the future milestones as not probable and consequently reversed the provision of ₹ 188.24 million in 'Share
based payment expense' in note 25.

Further, during the year ended March 31, 2024, the Shareholder's Agreement was amended (third amendment dated December 03, 2023) to cancel the
performance linked incentives to the founder shareholders, which were granted through the second amendment dated March 02, 2021.

The weighted average fair value at grant date of the performance linked incentives was determined at ₹ 170,000 per option. The fair value at grant date was
independently determined using the Monte Carlo simulation method which takes into account the share price at grant date, expected price volatility of the
underlying share and the risk-free interest rate.

f. Pursuant to the Shareholders' resolution dated June 06, 2022, the Holding Company introduced “Employee Restricted Stock Unit Plan, 2022 (RSU Plan 2022)",
subsequently renamed as "Employee Stock Option Plan, 2022". The plan entitles directors and employees of the Group to purchase equity shares in the Holding
Company at the stipulated exercise price, subject to compliance with vesting conditions, i.e., requisite service duration. The vesting period for the Options/RSU's
is in the range of 1-4 years from the grant date. All exercised Options/RSU's shall be settled by equity shares in the dematerialised account.

Movement in Options/RSU's during the period/year As at June 30, 2025 As at June 30, 2024
Weighted average Weighted average
Number exercise price (₹) Number exercise price (₹)
Employee Restricted Stock Unit Plan, 2022 (subsequently
renamed as "Employee Stock Option Plan, 2022")
Balance at the beginning of the period/year 1,383 1 1,383 1
Granted during the period/year - - - -
Forfeited during the period/year - - - -
Outstanding at the end of the period/year* 1,383 1 1,383 1
Exercisable at the period/year end 1,382 1 1,381 1

366
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at March 31, 2025 As at March 31, 2024 As at March 31, 2023

Weighted average Weighted average Weighted average
Number exercise price (₹) Number exercise price (₹) Number exercise price (₹)
Employee Restricted Stock Unit Plan, 2022
(subsequently renamed as "Employee Stock
Option Plan, 2022")
Balance at the beginning of the period/year 1,383 1 2,396 1 - -
Granted during the period/year - - 24 1 2,396 1
Forfeited during the period/year - - 1,038 1 - -
Outstanding at the end of period/year* 1,383 1 1,383 1 2,396 1
Exercisable at the period/year end 1,381 1 1,380 1 - -

*As at June 30, 2025, the exercise price for Options/RSU's outstanding at the period/year end is ₹1 and the weighted average remaining contractual life (in years) is
1.03 (June 30, 2024 - 1.77; March 31, 2025 - 1.06; March 31, 2024 - 1.82; March 31, 2023 - 2.26).

No Options/RSU's were exercised during the three months period(s) ended June 30, 2025 and June 30, 2024, and the year(s) ended March 31, 2025, March 31, 2024,
and March 31, 2023.

The weighted average fair value at grant date of the Options/RSU's granted during three months period ended June 30, 2025 was Nil (June 30, 2024 - Nil; year(s)
ended March 31, 2025 - Nil; March 31, 2024 - ₹ 130,528; March 31, 2023 - ₹ 123,909) per Option/RSU. For the year(s) ended March 31, 2024 and March 31, 2023,
the fair value at grant date is independently determined using the Black-Scholes Model which takes into account the exercise price, the expected life of Option/RSU,
the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the
Option/RSU. No Options/RSU's were granted during the three months period(s) ended June 30, 2025, and June 30, 2024, and the year ended March 31, 2025.

The model inputs for Options/RSU's granted during the period/year are as follows:

As at June 30, As at March 31,

2025 2024 2025 2024 2023
Dividend yield (%) - - - - -
Expected volatility* (%) Not Applicable Not Applicable Not Applicable 45% - 53% 45.27%-73.43%
Risk-free interest rate (%) Not Applicable Not Applicable Not Applicable 6.57%- 6.84% 5.41%-7.43%
Weighted average life of option/RSU (in years) 2.92 2.92 2.92 3.15 2.91
Weighted average share price (in ₹) 240,000 220,000 231,802 130,528 123,909
Exercise price (in ₹) 1 1 1 1 1

*Expected volatility has been determined using Beta of Listed Peers.

Expense recognized in the Restated Consolidated Statement of Profit and Loss

Expense recognized in the Restated Consolidated Statement of Profit and Loss towards these Options/RSU's amounted to Nil (June 30, 2024 - Nil, year(s) ended
March 31, 2025 - Nil; March 31, 2024 - ₹ 41.26 million; March 31, 2023 - ₹ 128.50 million) (refer note 25).

367
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

34. Instruments entirely equity in nature

These instruments consist of Series A Compulsorily Convertible Cumulative Preference Shares, Series A1 Compulsorily Convertible Cumulative Preference Shares, Series B Compulsorily Convertible Cumulative Preference Shares, Series
B1 Compulsorily Convertible Cumulative Preference Shares, Series C Compulsorily Convertible Cumulative Preference Shares, Series D Compulsorily Convertible Cumulative Preference Shares, Series E Compulsorily Convertible Cumulative
Preference Shares, Series F Compulsorily Convertible Cumulative Preference Shares ("Preference Shares").

The holders of the Preference Shares may convert their respective class of Compulsorily Convertible Cumulative Preference Shares ("CCPS") in whole or part into equity shares at any time before 19 (Nineteen) years from the date of issuance
of the same subject to the adjustments specified in Schedule III - PART A, PART B, PART C, PART D, PART E, PART F and PART G of the Article of Association of the Holding Company. In the event the conversion of the respective
class of CCPS entitles the holder to any fraction of an equity share, then such fraction shall be rounded up to the nearest whole number. Also refer note 33(e).

The Preference Shares shall carry a predetermined cumulative dividend rate of 1% per annum on an As If Converted Basis. In addition to the same, if the holder of equity shares is paid dividend in excess of 1% per annum, the holder of the
Liquidation Preference shares shall be entitled to dividend at such higher rate. The dividend shall be paid on a pari passu basis in priority to other classes of shares.

Pursuant to the Board of Directors' approval dated January 21, 2025, and the Shareholders' approval dated January 31, 2025, respectively, the Holding Company made adjustment to the conversion ratio of the outstanding CCPS to 2,330 equity
shares of ₹ 1 each for each CCPS of ₹ 10 each, held by series A to series E CCPS holders, and 2,500 equity shares of ₹ 1 each for every one CCPS of ₹ 10 each, held by series F CCPS holders.

Further, the unsubscribed portion of the issued share capital comprising 1 Series B1 CCPS having a face value of ₹ 10 each was cancelled pursuant to the approval of the Board of Directors dated April 24, 2025.

a. Share capital:
As at June 30, 2025 As at June 30, 2024 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Number of Amount ₹ in Number of Amount ₹ in Number of Amount ₹ in Number of Amount ₹ in Number of Amount ₹ in
shares million shares million shares million shares million shares million
Authorised capital
Series A CCPS of ₹10/- each 46,640 0.47 46,640 0.47 46,640 0.47 46,640 0.47 46,640 0.47
Series A1 CCPS of ₹10/- each 84,380 0.84 84,380 0.84 84,380 0.84 84,380 0.84 84,380 0.84
Series B CCPS of ₹10/- each 93,025 0.93 93,025 0.93 93,025 0.93 93,025 0.93 93,025 0.93
Series B1 CCPS of ₹10/- each 1,402 0.01 1,402 0.01 1,402 0.01 1,402 0.01 1,402 0.01
Series C CCPS of ₹10/- each 47,200 0.47 47,200 0.47 47,200 0.47 47,200 0.47 47,200 0.47
Series D CCPS of ₹10/- each 52,542 0.52 52,542 0.52 52,542 0.52 52,542 0.52 52,542 0.52
Series E CCPS of ₹10/- each 20,578 0.21 20,578 0.21 20,578 0.21 20,578 0.21 20,578 0.21
Series F CCPS of ₹10/- each 50,490 0.51 50,490 0.51 50,490 0.51 50,490 0.51 50,490 0.51
396,257 3.96 396,257 3.96 396,257 3.96 396,257 3.96 396,257 3.96
Issued capital
Series A CCPS of ₹10/- each 43,679 0.44 43,679 0.44 43,679 0.44 43,679 0.44 43,679 0.44
Series A1 CCPS of ₹10/- each 84,380 0.84 84,380 0.84 84,380 0.84 84,380 0.84 84,380 0.84
Series B CCPS of ₹10/- each 91,608 0.92 91,608 0.92 91,608 0.92 91,608 0.92 91,608 0.92
Series B1 CCPS of ₹10/- each 1,401 0.01 1,402 0.01 1,402 0.01 1,402 0.01 1,402 0.01
Series C CCPS of ₹10/- each 38,027 0.38 38,027 0.38 38,027 0.38 38,027 0.38 38,027 0.38
Series D CCPS of ₹10/- each 52,542 0.52 52,542 0.52 52,542 0.52 52,542 0.52 52,542 0.52
Series E CCPS of ₹10/- each 20,578 0.21 20,578 0.21 20,578 0.21 20,578 0.21 20,578 0.21
Series F CCPS of ₹10/- each 50,490 0.51 50,490 0.51 50,490 0.51 50,490 0.51 50,490 0.51
382,705 3.83 382,706 3.83 382,706 3.83 382,706 3.83 382,706 3.83

368
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at June 30, 2025 As at June 30, 2024 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Number of Amount ₹ in Number of Amount ₹ in Number of Amount ₹ in Number of Amount ₹ in Number of Amount ₹ in
shares million shares million shares million shares million shares million
Subscribed and Paid-up capital
Series A CCPS of ₹10/- each 43,679 0.44 43,679 0.44 43,679 0.44 43,679 0.44 43,679 0.44
Series A1 CCPS of ₹10/- each 84,380 0.84 84,380 0.84 84,380 0.84 84,380 0.84 84,380 0.84
Series B CCPS of ₹10/- each 91,608 0.92 91,608 0.92 91,608 0.92 91,608 0.92 91,608 0.92
Series B1 CCPS of ₹10/- each 1,401 0.01 1,401 0.01 1,401 0.01 1,401 0.01 1,401 0.01
Series C CCPS of ₹10/- each 38,027 0.38 38,027 0.38 38,027 0.38 38,027 0.38 38,027 0.38
Series D CCPS of ₹10/- each 52,542 0.52 52,542 0.52 52,542 0.52 52,542 0.52 52,542 0.52
Series E CCPS of ₹10/- each 20,578 0.21 20,578 0.21 20,578 0.21 20,578 0.21 20,578 0.21
Series F CCPS of ₹10/- each 50,490 0.51 50,490 0.51 50,490 0.51 50,490 0.51 50,490 0.51
382,705 3.83 382,705 3.83 382,705 3.83 382,705 3.83 382,705 3.83

b. Reconciliation of the number of compulsorily convertible cumulative preference shares:

As at June 30, 2025 As at June 30, 2024 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Number of Amount ₹ in Number of Amount ₹ in Number of Amount ₹ in Number of Amount ₹ in Number of Amount ₹ in
shares million shares million shares million shares million shares million
Series A CCPS:
Shares outstanding at the beginning of the period/year 43,679 0.44 43,679 0.44 43,679 0.44 43,679 0.44 43,679 0.44
Shares outstanding at the end of the period/year 43,679 0.44 43,679 0.44 43,679 0.44 43,679 0.44 43,679 0.44

Series A1 CCPS:
Shares outstanding at the beginning of the period/year 84,380 0.84 84,380 0.84 84,380 0.84 84,380 0.84 84,380 0.84
Shares outstanding at the end of the period/year 84,380 0.84 84,380 0.84 84,380 0.84 84,380 0.84 84,380 0.84

Series B CCPS:
Shares outstanding at the beginning of the period/year 91,608 0.92 91,608 0.92 91,608 0.92 91,608 0.92 91,608 0.92
Shares outstanding at the end of the period/year 91,608 0.92 91,608 0.92 91,608 0.92 91,608 0.92 91,608 0.92

Series B1 CCPS:
Shares outstanding at the beginning of the period/year 1,401 0.01 1,401 0.01 1,401 0.01 1,401 0.01 1,401 0.01
Shares outstanding at the end of the period/year 1,401 0.01 1,401 0.01 1,401 0.01 1,401 0.01 1,401 0.01

369
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at June 30, 2025 As at June 30, 2024 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Number of Amount ₹ in Number of Amount ₹ in Number of Amount ₹ in Number of Amount ₹ in Number of Amount ₹ in
shares million shares million shares million shares million shares million
Series C CCPS:
Shares outstanding at the beginning of the period/year 38,027 0.38 38,027 0.38 38,027 0.38 38,027 0.38 38,027 0.38
Shares outstanding at the end of the period/year 38,027 0.38 38,027 0.38 38,027 0.38 38,027 0.38 38,027 0.38

Series D CCPS:
Shares outstanding at the beginning of the period/year 52,542 0.52 52,542 0.52 52,542 0.52 52,542 0.52 52,542 0.52
Shares outstanding at the end of the period/year 52,542 0.52 52,542 0.52 52,542 0.52 52,542 0.52 52,542 0.52

Series E CCPS:
Shares outstanding at the beginning of the period/year 20,578 0.21 20,578 0.21 20,578 0.21 20,578 0.21 20,578 0.21
Shares outstanding at the end of the period/year 20,578 0.21 20,578 0.21 20,578 0.21 20,578 0.21 20,578 0.21

Series F CCPS:
Shares outstanding at the beginning of the period/year 50,490 0.51 50,490 0.51 50,490 0.51 50,490 0.51 50,490 0.51
Shares outstanding at the end of the period/year 50,490 0.51 50,490 0.51 50,490 0.51 50,490 0.51 50,490 0.51

c. Details of shareholders holding more than 5% of the aggregate shares in the Holding Company:

As at June 30, 2025 As at June 30, 2024 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Number of Number of Number of Number of Number of
shares % Holding shares % Holding shares % Holding shares % Holding shares % Holding
Name of Shareholder
Series A CCPS:
Accel India IV (Mauritius) Limited, Mauritius 14,606 33.44% 23,320 53.39% 14,606 33.44% 23,320 53.39% 23,320 53.39%
Internet Fund V Pte. Limited, Singapore 12,310 28.18% 14,701 33.66% 12,310 28.18% 14,701 33.66% 14,701 33.66%
Think Investments PCC, Mauritius 11,105 25.42% - 0.00% 11,105 25.42% - 0.00% - 0.00%

Series A1 CCPS:
Accel India IV (Mauritius) Limited, Mauritius 42,190 50.00% 42,190 50.00% 42,190 50.00% 42,190 50.00% 42,190 50.00%
Elevation Capital V Limited, Mauritius 35,367 41.91% 35,367 41.91% 35,367 41.91% 35,367 41.91% 35,367 41.91%

Series B CCPS:
Bessemer India Capital Holding II Limited, Mauritius 36,710 40.07% 51,641 56.37% 36,710 40.07% 51,641 56.37% 51,641 56.37%
Elevation Capital V Limited, Mauritius 26,318 28.73% 26,318 28.73% 26,318 28.73% 26,318 28.73% 26,318 28.73%

370
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at June 30, 2025 As at June 30, 2024 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Number of Number of Number of Number of Number of
shares % Holding shares % Holding shares % Holding shares % Holding shares % Holding

Arohi Seed SPC 8,638 9.43% - 0.00% 8,638 9.43% - 0.00% - 0.00%
Think Investments PCC, Mauritius 6,293 6.87% - 0.00% 6,293 6.87% - 0.00% - 0.00%
Steadview Capital Mauritius Limited, Mauritius 5,304 5.79% 5,304 5.79% 5,304 5.79% 5,304 5.79% 5,304 5.79%
Naspers Ventures B.V., Netherlands 5,004 5.46% 5,004 5.46% 5,004 5.46% 5,004 5.46% 5,004 5.46%

Series B1 CCPS:
VYC11 Limited, British Virgin Island 1,401 100.00% 1,401 100.00% 1,401 100.00% 1,401 100.00% 1,401 100.00%

Series C CCPS:
VYC11 Limited, British Virgin Island 33,686 88.58% 33,686 88.58% 33,686 88.58% 33,686 88.58% 33,686 88.58%
Accel India IV (Mauritius) Limited, Mauritius 2,603 6.85% 2,603 6.85% 2,603 6.85% 2,603 6.85% 2,603 6.85%

Series D CCPS:
Steadview Capital Mauritius Limited, Mauritius 27,914 53.13% 27,914 53.13% 27,914 53.13% 27,914 53.13% 27,914 53.13%
VYC11 Limited, British Virgin Island 18,951 36.07% 18,951 36.07% 18,951 36.07% 18,951 36.07% 18,951 36.07%
ABG Capital 5,677 10.80% 5,677 10.80% 5,677 10.80% 5,677 10.80% 5,677 10.80%

Series E CCPS:
Internet Fund V Pte. Limited, Singapore 12,327 59.90% 12,327 59.90% 12,327 59.90% 12,327 59.90% 12,327 59.90%
Steadview Capital Mauritius Limited, Mauritius 5,845 28.40% 5,845 28.40% 5,845 28.40% 5,845 28.40% 5,845 28.40%
VYC11 Limited, British Virgin Island 1,375 6.69% 1,375 6.68% 1,375 6.69% 1,375 6.68% 1,375 6.68%
ABG Capital 1,031 5.01% 1,031 5.01% 1,031 5.01% 1,031 5.01% 1,031 5.01%

Series F CCPS:
Naspers Ventures B.V., Netherlands 17,391 34.44% 17,391 34.44% 17,391 34.44% 17,391 34.44% 17,391 34.44%
Wellington Hadley Harbor AIV Master Investors (Cayman) III, Ltd, 8,710 17.25% 8,710 17.25% 8,710 17.25% 8,710 17.25% 8,710 17.25%
Cayman Islands
VYC 23 Limited, British Virgin Island 7,936 15.73% 7,936 15.72% 7,936 15.73% 7,936 15.72% 7,936 15.72%
DF International Partners II, LLC, Cayman Islands 4,839 9.58% 4,839 9.58% 4,839 9.58% 4,839 9.58% 4,839 9.58%
DF International Partners V, LLC, Cayman Islands 4,839 9.58% 4,839 9.58% 4,839 9.58% 4,839 9.58% 4,839 9.58%
Internet Fund V Pte. Limited, Singapore 3,871 7.67% 3,871 7.67% 3,871 7.67% 3,871 7.67% 3,871 7.67%
Steadview Capital Mauritius Limited, Mauritius 2,904 5.75% 2,904 5.75% 2,904 5.75% 2,904 5.75% 2,904 5.75%

371
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

35. Capital management

The Group’s objective when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value. As at period(s) ended June 30, 2025, and June 30, 2024,
and the year(s) ended March 31, 2025, March 31, 2024, and March 31, 2023, the Group has only one class of equity shares and has no debt. Consequent to the above capital structure, there are no externally imposed capital requirements. The
Group has borrowings amounting to Nil (June 30, 2024 - Nil, March 31, 2025 - Nil; March 31, 2024 - Nil, March 31, 2023 - Nil).

36. Fair value of financial instruments

A. Categories of financial instruments

Carrying amount Fair value

Fair value
As at June 30, 2025 through profit Fair value through other
and loss comprehensive income Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets
Investments 791.26 - 10,800.26 11,591.52 270.55 - 11,320.97 11,591.52
Trade receivables - - 197.00 197.00 - - 197.00 197.00
Cash and cash equivalents - - 454.56 454.56 - - 454.56 454.56
Bank balances other than above - - 4,932.68 4,932.68 - - 4,932.68 4,932.68
Other financial assets
Security deposits - - 121.83 121.83 - - 121.83 121.83
Interest accrued on deposits - - 390.90 390.90 - - 390.90 390.90
Recoverable from payment gateways - - 160.56 160.56 - - 160.56 160.56
Recoverable from service providers - - 34.45 34.45 - - 34.45 34.45
Recoverable from Joint Venture - - 49.80 49.80 - - 49.80 49.80
Deposits with original maturity for more than twelve - - 183.29 183.29 - - 183.29 183.29
months
Others - - 11.41 11.41 - - 11.41 11.41
Total 791.26 - 17,336.74 18,128.00 270.55 - 17,857.45 18,128.00

Financial liabilities
Trade payables - - 1,346.01 1,346.01 - - 1,346.01 1,346.01
Other financial liabilities
Employee benefits payable - - 103.97 103.97 - - 103.97 103.97
Payable to service providers - - 644.13 644.13 - - 644.13 644.13
Liability towards loss from Joint Venture - - 138.18 138.18 - - 138.18 138.18
Security deposits from service providers - - 17.61 17.61 - - 17.61 17.61
Creditor for capital goods - - 9.00 9.00 - - 9.00 9.00
Amount recovered on behalf of others - - 3.73 3.73 - - 3.73 3.73
Other liabilities - - 150.92 150.92 - - 150.92 150.92
Total - - 2,413.55 2,413.55 - - 2,413.55 2,413.55

372
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Carrying amount Fair value

Fair value
As at June 30, 2024 through profit Fair value through other
and loss comprehensive income Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets
Investments 703.82 - 8,055.19 8,759.01 193.82 - 8,565.19 8,759.01
Trade receivables - - 177.29 177.29 - - 177.29 177.29
Cash and cash equivalents - - 478.99 478.99 - - 478.99 478.99
Bank balances other than above - - 4,598.04 4,598.04 - - 4,598.04 4,598.04
Other financial assets
Security deposits - - 111.98 111.98 - - 111.98 111.98
Interest accrued on deposits - - 295.68 295.68 - - 295.68 295.68
Recoverable from payment gateways - - 192.90 192.90 - - 192.90 192.90
Recoverable from service providers - - 20.27 20.27 - - 20.27 20.27
Deposits with original maturity for more than twelve - - 817.08 817.08 - - 817.08 817.08
months
Others - - 20.57 20.57 - - 20.57 20.57
Total 703.82 - 14,767.99 15,471.81 193.82 - 15,277.99 15,471.81

Financial liabilities
Trade payables - - 942.68 942.68 - - 942.68 942.68
Other financial liabilities
Employee benefits payable - - 114.59 114.59 - - 114.59 114.59
Payable to service providers - - 582.21 582.21 - - 582.21 582.21
Security deposits from service providers - - 22.72 22.72 - - 22.72 22.72
Creditor for capital goods - - 6.99 6.99 - - 6.99 6.99
Amount recovered on behalf of others - - 4.29 4.29 - - 4.29 4.29
Other liabilities - - 101.54 101.54 - - 101.54 101.54
Total - - 1,775.02 1,775.02 - - 1,775.02 1,775.02

373
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Carrying amount Fair value

Fair value
As at March 31, 2025 through profit Fair value through other
and loss comprehensive income Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets
Investments 816.81 - 10,093.84 10,910.65 296.10 - 10,614.55 10,910.65
Trade receivables - - 265.98 265.98 - - 265.98 265.98
Cash and cash equivalents - - 610.97 610.97 - - 610.97 610.97
Bank balances other than above - - 5,295.87 5,295.87 - - 5,295.87 5,295.87
Other financial assets
Security deposits - - 108.60 108.60 - - 108.60 108.60
Interest accrued on deposits - - 337.80 337.80 - - 337.80 337.80
Recoverable from payment gateways - - 210.24 210.24 - - 210.24 210.24
Recoverable from service providers - - 39.66 39.66 - - 39.66 39.66
Recoverable from Joint Venture - - 35.80 35.80 - - 35.80 35.80
Others - - 4.61 4.61 - - 4.61 4.61
Total 816.81 - 17,003.37 17,820.18 296.10 - 17,524.08 17,820.18

Financial liabilities
Trade payables - - 1,104.88 1,104.88 - - 1,104.88 1,104.88
Other financial liabilities
Employee benefits payable - - 99.13 99.13 - - 99.13 99.13
Payable to service providers - - 663.55 663.55 - - 663.55 663.55
Security deposits from service providers - - 17.95 17.95 - - 17.95 17.95
Amount recovered on behalf of others - - 2.93 2.93 - - 2.93 2.93
Liability towards loss from Joint Venture - - 52.14 52.14 - - 52.14 52.14
Other liabilities - - 147.46 147.46 - - 147.46 147.46
Total - - 2,088.04 2,088.04 - - 2,088.04 2,088.04

374
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Carrying amount Fair value

Fair value
As at March 31, 2024 through profit Fair value through other
and loss comprehensive income Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets
Investments 740.31 - 6,881.70 7,622.01 230.30 - 7,391.71 7,622.01
Trade receivables - - 200.64 200.64 - - 200.64 200.64
Cash and cash equivalents - - 421.58 421.58 - - 421.58 421.58
Bank balances other than above - - 4,790.13 4,790.13 - - 4,790.13 4,790.13
Other financial assets
Security deposits - - 107.94 107.94 - - 107.94 107.94
Interest accrued on deposits - - 332.68 332.68 - - 332.68 332.68
Recoverable from payment gateways - - 285.80 285.80 - - 285.80 285.80
Recoverable from Service providers - - 46.87 46.87 - - 46.87 46.87
Deposits with original maturity for more than twelve - - 836.99 836.99 - - 836.99 836.99
months
Others - - 16.39 16.39 - - 16.39 16.39
Total 740.31 - 13,920.72 14,661.03 230.30 - 14,430.73 14,661.03

Financial liabilities
Trade payables - - 927.01 927.01 - - 927.01 927.01
Other financial liabilities
Employee benefits payable - - 103.03 103.03 - - 103.03 103.03
Payable to service providers - - 622.92 622.92 - - 622.92 622.92
Security deposits from service providers - - 23.20 23.20 - - 23.20 23.20
Creditor for capital goods - - 6.99 6.99 - - 6.99 6.99
Amount recovered on behalf of others - - 0.28 0.28 - - 0.28 0.28
Other liabilities - - 95.59 95.59 - - 95.59 95.59
Total - - 1,779.02 1,779.02 - - 1,779.02 1,779.02

375
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Carrying amount Fair value

Fair value
As at March 31, 2023 through profit Fair value through other
and loss comprehensive income Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets
Investments 893.25 - 9,198.50 10,091.75 393.25 - 9,698.50 10,091.75
Trade receivables - - 106.78 106.78 - - 106.78 106.78
Cash and cash equivalents - - 622.20 622.20 - - 622.20 622.20
Bank balances other than above - - 2,612.78 2,612.78 - - 2,612.78 2,612.78
Other financial assets
Security deposits - - 149.02 149.02 - - 149.02 149.02
Interest accrued on deposits - - 213.70 213.70 - - 213.70 213.70
Recoverable from payment gateways - - 186.72 186.72 - - 186.72 186.72
Recoverable from Service providers - - 0.87 0.87 - - 0.87 0.87
Deposits with original maturity for more than twelve - - 750.00 750.00 - - 750.00 750.00
months
Others - - 19.85 19.85 - - 19.85 19.85
Total 893.25 - 13,860.42 14,753.67 393.25 - 14,360.42 14,753.67

Financial liabilities
Trade payables - - 908.59 908.59 - - 908.59 908.59
Other financial liabilities
Employee benefits payable - - 21.80 21.80 - - 21.80 21.80
Payable to service providers - - 295.33 295.33 - - 295.33 295.33
Security deposits from service providers - - 26.68 26.68 - - 26.68 26.68
Creditor for capital goods - - 6.10 6.10 - - 6.10 6.10
Amount recovered on behalf of others - - 8.35 8.35 - - 8.35 8.35
Other liabilities - - 107.39 107.39 - - 107.39 107.39
Total - - 1,374.24 1,374.24 - - 1,374.24 1,374.24

B. Measurement of fair values

The table shown above analyses financial instruments carried at fair value, by valuation method. The different levels have been defined below:
- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
- Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

C. Valuation techniques
The following methods and assumptions were used to estimate the fair values:
1. Fair value of the cash and cash equivalents, other bank balances, trade receivables, other financial assets, trade payables and other financial liabilities approximate their carrying value largely due to short term maturities of these instruments.
2. The fair value of unquoted instruments is estimated by discounting future cash flows using rates currently available for debt of similar terms, credit risk and remaining maturities
3. Fair value of quoted mutual funds is determined by reference to quotes from the financial institutions, i.e. net asset value (NAV) declared by mutual fund house as at the reporting date.

376
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Significant unobservable inputs used in Level 3 fair value include the following:

Financial Assets Valuation Technique Significant unobservable inputs

Investment in equity instruments Discounted Cash Flow method (“DCF”) Weighted Average Cost of Capital (“WACC”)
(WACC: 18.08%; Terminal growth rate: 5%)

37. Details of investment in subsidiaries, trusts and joint ventures

Proportion of ownership interest as at
Place of June 30, March 31,
Name Incorporation Principal Activities 2025 2024 2025 2024 2023
Handy Home Solutions Private Limited India Trading business and service provider 100% 100% 100% 100% 100%
Urbanclap Technologies DMCC United Arab Emirates (UAE) Operating internet Portal/ mobile application 100% 100% 100% 100% 100%
marketplace
Urbanclap Technologies Global B.V. (i) Netherlands Operating internet Portal/ mobile application - 100% - 100% 100%
marketplace
Urban Home Experts PTE LTD Singapore Operating internet Portal/ mobile application 100% 100% 100% 100% 100%
marketplace
Urbancare Financial Services Private Limited (ii) India Financing operations - - - - 100%
Urban Home Experts PTY LTD (iv) Australia Operating internet Portal/ mobile application - - - - 100%
marketplace
Urban Company Arabia for Information Kingdom of Saudi Arabia Operating internet Portal/ mobile application 100% 100% 100% 100% 100%
Technology (v) marketplace
Urban Company Technologies, Inc. (iii) United States of America Operating internet Portal/ mobile application - - - - 100%
(USA) marketplace
Urban Company Technologies Onshore LLC United Arab Emirates (UAE) Operating internet Portal/ mobile application 100% 100% 100% 100% 100%
marketplace
Company Waed Khadmat Al-Munzal For Kingdom of Saudi Arabia Operating internet Portal/ mobile application 50% - 50% - -
Marketing (v) marketplace
Urban Company Employee Welfare Trust(vi) India Settlor - NA NA NA NA
Urban Company ESOP Trust India Settlor NA NA NA NA NA
Partner Welfare Trust India Settlor NA NA NA NA NA

i) During the fiscal year ended March 31, 2025, Urbanclap Technologies Global B.V. transferred its equity shareholding in Urbanclap Technologies, DMCC, to Urban Home Experts PTE Ltd at book value as on December 24, 2024,
and Urbanclap Technologies Global B.V. was deregistered w.e.f. January 31, 2025.

ii) During the fiscal year ended March 31, 2024, the Group has dissolved Urbancare Financial Services Private Limited, and the discontinued subsidiary was deregistered with local statutory body w.e.f. July 06, 2024.

iii) During the fiscal year ended March 31, 2024, the Group ceased operations of Urban Company Technologies Inc. located in United States of America w.e.f. November 20, 2023 and the certificate of dissolution was filed on March
22, 2024.

iv) During the fiscal year ended March 31, 2023, the Group had ceased operations of Urban Home Experts PTY LTD located in Australia w.e.f. October 31, 2022. During the fiscal year ended March 31, 2024, the discontinued
subsidiary was deregistered with the local statutory body w.e.f. June 14, 2023.

377
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

v) During the fiscal year ended March 31, 2025, the Group has started operations through its Joint Venture entity (Company Waed Khadmat Al-Munzal For Marketing) located in the Kingdom of Saudi Arabia, with effect from January
01, 2025, with an intent to eventually close step - down subsidiary, Urban Company Arabia for Information Technology. For this step - down subsidiary, the revenue from operations for the three months period ended June 30, 2025
was Nil (June 30, 2024 - ₹ 91.60 million; March 31, 2025 - ₹ 415.90 million; March 31, 2024 - ₹ 146.51 million) and the loss before tax for the three months period ended June 30, 2025 was Nil (June 30, 2024 - ₹ 73.53 million;
March 31, 2025 - ₹ 234.69 million, March 31, 2024 - ₹ 140.78 million). Refer summarized financial information below for the Joint Venture.

vi) During the year ended March 31, 2025, the Group had ceased operations of Urban Company Employee Welfare Trust located in India. The PAN of this entity was surrendered w.e.f. September 05, 2024.

Summarized financial information for the Joint Venture

The tables below provide summarized financial information for the Group’s Joint Venture. The information disclosed reflects the amounts presented in the financial statements of the Joint Venture and not the Group's share of those amounts.

As at June 30, As at March 31,

2025 2024 2025 2024 2023
Current assets 160.02 - 328.77 - -
Non-current assets 12.45 - 14.61 - -
Current liabilities 443.74 - 443.03 - -
Non-current liabilities 1.49 - 2.96 - -
Net assets (272.76) - (102.61) - -

Summarized Statement of Profit and Loss For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Revenue 286.22 - 240.87 - -
Loss for the period/year (172.09) - (172.96) - -
Proportion of the Group’s ownership 50% Not Applicable 50% Not Applicable Not Applicable
Group’s share of loss for the period/year (86.04) - (86.48) - -

The carrying amount of investment in the Joint Venture as at June 30, 2025, is reduced to Nil (June 30, 2024 – Not applicable; March 31, 2025 – Nil; March 31, 2024 – Not applicable; March 31, 2023 – Not applicable) as the aggregate share
of accumulated loss as at the period ended June 30, 2025 for ₹ 172.52 million (June 30, 2024 – Not applicable; March 31, 2025 - ₹ 86.48 million; March 31, 2024 – Not applicable; March 31, 2023 – Not applicable) is higher than the amount
of investment in the Joint Venture (refer note 5 and 17).

378
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

38. Related party transactions

A. Names of related parties as per Ind AS 24 and the related party relationship

Name Relationship
Handy Home Solutions Private Limited Subsidiary
Urbanclap Technologies DMCC Step-down Subsidiary
Urbanclap Technologies Global B.V. (refer note 37) Subsidiary
Urban Home Experts PTE LTD Subsidiary
Urbancare Financial Services Private Limited (refer note 37) Subsidiary
Urban Home Experts PTY LTD (refer note 37) Step-down Subsidiary
Urban Company Arabia for Information Technology (refer note 37) Step-down Subsidiary
Urban Company Technologies, Inc. (refer note 37) Subsidiary
Urban Company Technologies Onshore LLC Step-down Subsidiary
Company Waed Khadmat Al-Munzal For Marketing (refer note 37) Joint Venture of subsidiary Incorporated w.e.f. October 10, 2024
Urban Company Employee Welfare Trust (refer note 37) Entity controlled by the Group
Urban Company ESOP Trust Entity controlled by the Group
Partner Welfare Trust Entity controlled by the Group

B. Key managerial personnel (“KMP”)

Name Designation
Mr. Abhiraj Singh Bhal Chairperson, Managing Director and w.e.f. February 19, 2025 (Director till February 18, 2025)
Chief Executive Officer
Mr. Varun Khaitan Executive Director and w.e.f. February 19, 2025 (Director till February 18, 2025)
Chief Operating Officer
Mr. Raghav Chandra Executive Director and w.e.f. February 19, 2025 (Director till February 18, 2025)
Chief Technology and Product Officer
Mr. Shyamal Mukherjee Independent Director Joined w.e.f. March 01, 2022
Ms. Ireena Vittal Independent Director Joined w.e.f. April 20, 2022
Mr. Deepinder Goyal Independent Director Joined w.e.f. March 15, 2022, and resigned w.e.f. February 15,
2023
Mr. Ashish Gupta Independent Director Joined w.e.f. March 01, 2022
Mr. Rajesh Gopinathan Independent Director Joined w.e.f. August 01, 2024
Mr. Vamsi Krishna Duvvuri Non-Executive Nominee Director Joined w.e.f. September 10, 2024
Mr. Abhay Krishna Mathur Chief Financial Officer w.e.f. February 01, 2025
Mr. Ashish Kumar Srivastava Company Secretary w.e.f. February 01, 2025 and resigned w.e.f. March 22, 2025
Ms. Sonali Singh Company Secretary and Joined w.e.f. March 24, 2025
Compliance Officer

C. Transactions with related parties during the period/year and balance as at the period/year ended:

For the period ended June 30, For the year ended March 31,
a. Transactions entered during the period/year 2025 2024 2025 2024 2023

(i) Key managerial personnel compensation

Short-term employee benefits 23.51 9.94 49.41 39.84 39.81
Share-based payment 3.09 - 2.99 - -
Post-employment benefits* - - - - -
Directors’ remuneration and sitting fees 9.20 5.20 27.60 19.65 22.07
Professional fees - - - - 9.40

*As gratuity and leave salary are computed for all the employees in aggregate, the amount relating to the Key Managerial Personnel cannot be individually
identified.

(ii) Key managerial personnel contribution for partly paid-up shares

Amount towards partly paid-up shares called during the period/ - 690.02 1,932.53 - -
year (June 30, 2024 - 11,154 shares; March 31, 2025 - 31,239)

379
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

For the period ended June 30, For the year ended March 31,
a. Transactions entered during the period/year 2025 2024 2025 2024 2023

(iii) Transactions with Company Waed Khadmat Al-Munzal For Marketing

Reimbursements/Expenses of Joint Venture paid by:

Urban Company Limited 2.82 - 18.82 - -
Urban Company Arabia for Information Technology 23.52 - 15.56 - -
Urbanclap Technologies, DMCC - - 2.24 - -
Urban Home Experts PTE LTD 12.49 - - - -

Expenses paid on behalf of:

Urban Company Arabia for Information Technology - - 4.51 - -

Royalty expense charged by:

Urban Company Limited 5.68 - 4.83 - -

Equity investment made by:

Urban Home Experts PTE LTD - - 11.25 - -

Capital contribution received from:

Urban Home Experts PTE LTD - - 23.09 - -

Acquisition of assets through Asset Transfer Agreement with:

Urban Company Arabia for Information Technology - - 34.15 - -

Acquisition of liabilities through Asset Transfer Agreement with:

Urban Company Arabia for Information Technology - - (33.43) - -

As at June 30, As at March 31,

b. Outstanding balances as at period/year end 2025 2024 2025 2024 2023

(i) Outstanding balances with Company Waed Khadmat Al-Munzal For Marketing

Other receivables by:

Urban Company Limited 31.42 - 22.92 - -
Urban Company Arabia for Information Technology 14.39 - 12.88 - -
Urbanclap Technologies, DMCC 2.21 - 2.21 - -
Urban Home Experts PTE LTD 12.49 - - - -

Total capital contribution and equity investment made by:

Urban Home Experts PTE LTD 34.34 - 34.34 - -

Accumulated loss in excess of investment in Joint Venture of

subsidiary, attributable to:
Urban Home Experts PTE LTD (refer notes 5 and 17) 138.18 - 52.14 - -

380
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

D. The transactions below were eliminated upon consolidation as per Ind AS 24 read with SEBI ICDR Regulations during the period(s) ended June 30,
2025, June 30, 2024, March 31, 2025, March 31, 2024, and March 31, 2023 -

For the period ended June 30, For the year ended March 31,
(a) Transactions entered during the period/year 2025 2024 2025 2024 2023

i) Urban Company Limited (formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)

Collections received on behalf of subsidiary

Handy Home Solutions Private Limited 704.31 533.71 2,223.72 1,910.77 1,440.66

Payment made on the behalf of the subsidiary

Handy Home Solutions Private Limited 93.70 58.88 232.72 203.11 152.51

Expenses paid by subsidiary

Handy Home Solutions Private Limited 7.18 1.18 25.09 4.16 9.00

Reimbursements paid on behalf of subsidiaries and step-down subsidiaries

Handy Home Solutions Private Limited 5.03 3.21 15.14 50.78 75.25
Urban Home Experts PTY LTD - - - - 14.85
Urban Company Arabia for Information Technology - 5.01 32.59 32.38 40.12
Urban Home Experts PTE LTD 2.56 2.99 10.30 13.84 8.87
Urbanclap Technologies, DMCC 9.25 7.07 31.91 36.00 50.47
Urban Company Technologies, Inc. - - - 30.54 38.90
Urbancare Financial Services Private Limited - - - 0.55 0.06
Urban Company Employee Welfare Trust - - - - 0.03

Payment made to subsidiary on account of transfer of employee benefit obligation

Handy Home Solutions Private Limited - - 1.79 0.78 -

Business support services provided to subsidiaries and step-down subsidiaries

Handy Home Solutions Private Limited 4.32 3.54 16.14 31.07 37.10
Urban Home Experts PTY LTD - - - - 6.55
Urban Company Arabia for Information Technology - - - 2.35 5.21
Urban Home Experts PTE LTD 2.64 1.62 8.85 9.45 11.07
Urbanclap Technologies DMCC 5.61 3.28 18.96 21.96 29.95
Urban Company Technologies, Inc. - - - 2.29 3.14

Royalty income received from subsidiaries and step-down subsidiaries

Handy Home Solutions Private Limited 7.00 5.21 25.33 101.47 92.78
Urban Home Experts PTY LTD - - - - 1.05
Urban Company Arabia for Information Technology - 1.83 8.12 2.94 1.67
Urban Home Experts PTE LTD 6.16 3.29 15.29 4.00 2.68
Urbanclap Technologies DMCC 11.89 7.91 37.56 9.99 6.50
Urban Company Technologies, Inc. - - - 0.80 0.12

Brand royalty paid to

Urban Home Experts PTE LTD - 0.05 0.20 - -

Purchase of training and safety material from subsidiary

Handy Home Solutions Private Limited 19.65 6.88 41.01 32.18 65.11

Sale of traded goods to subsidiary

Handy Home Solutions Private Limited - - - 1.47 5.31

Purchase of traded goods from subsidiary

Handy Home Solutions Private Limited 15.87 - - - 0.71

381
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

For the period ended June 30, For the year ended March 31,
(a) Transactions entered during the period/year 2025 2024 2025 2024 2023

Investment in equity shares made during the period/year

Handy Home Solutions Private Limited - - 200.00 180.00 -
Urbanclap Technologies Global B.V. - - - - 24.96
Urban Home Experts PTE LTD - - 600.27 573.30 1,413.30

Net proceeds post winding up of investment in subsidiaries

Urbancare Financial Services Private Limited - - - 24.82 -
Urbanclap Technologies Global B.V. - - 156.80 - -

Investment in subsidiaries and step-down subsidiaries on account of grant of stock options

Handy Home Solutions Private Limited 4.36 6.17 23.20 11.41 2.54
Urban Home Experts PTY LTD - - - - (3.15)
Urban Company Arabia for Information Technology - 0.60 1.59 3.22 10.37
Urbanclap Technologies Global B.V. - - - 0.74 1.14
Urban Home Experts PTE LTD 4.50 7.32 26.79 16.35 29.96
Urbanclap Technologies DMCC 12.71 6.98 29.39 26.71 66.88
Urban Company Technologies, Inc. - - - 41.26 128.34

Provision created during the period/year towards the impairment on investment in subsidiaries
Urban Company Arabia for Information Technology - 0.60 1.59 15.40 -

Investments written off

Urbanclap Technologies Global B.V. - - 20.25 - -
Urban Company Technologies, Inc. - - - 170.87 -

Recoverable from trust written off

Urban Company Employee Welfare Trust - - 0.08 - -

(ii) Urban Home Experts PTE LTD

Amount paid on behalf of step-down subsidiaries
Urbanclap Technologies DMCC 0.39 0.42 1.33 5.32 17.75
Urban Company Arabia for Information Technology - 3.09 13.36 - -

Expenses paid by subsidiaries

Urban Company Arabia for Information Technology - 0.98 - -

Investment in subsidiaries
Urban Home Experts PTY LTD - - - - 482.88
Urban Company Arabia for Information Technology - - - - 199.55
Urban Company Technologies Onshore LLC 10.51 9.05 14.92 21.99 44.81
Urbanclap Technologies DMCC - - 134.51 - -
Urban Company Technologies Inc. - - - 323.54 323.07

Investment in associate
Urbanclap Technologies DMCC - - - 115.03 193.38

Loan given to subsidiary

Urban Company Arabia for Information Technology 84.13 - 187.69 100.78 195.33
Loss allowance: Urban Company Arabia for Information (84.13) - (187.69) (100.78) -
Technology
Less: Loan converted into equity investment in subsidiary - - - - (268.12)

382
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

For the period ended June 30, For the year ended March 31,
(a) Transactions entered during the period/year 2025 2024 2025 2024 2023

Interest income on loan given to subsidiary

Urban Company Arabia for Information Technology - 1.52 7.34 1.65 4.22
Loss allowance: Urban Company Arabia for Information - (1.52) (7.34) (1.65) -
Technology
Less: Interest converted into equity investment in subsidiary - - - - (4.22)

Disposal of investment in equity shares of:

Urban Home Experts PTY LTD - - - - 978.98
Urban Company Technologies Inc. - - - 646.61 -

Impairment of investment in equity shares of:

Urban Company Arabia for Information Technology - - - 272.34 -
Urban Company Technologies Onshore LLC 74.30 - - - -

Provision for winding up of operations of the subsidiary

Urban Company Arabia for Information Technology (73.58) 64.54 73.58 - -

(iii) Urbanclap Technologies DMCC

Collections received on behalf of

Urban Company Arabia for Information Technology - - - - 57.27

Expenses paid on behalf of:

Urban Company Arabia for Information Technology - 2.24 10.46 11.77 29.64
Urban Company Technologies Onshore LLC 1.32 0.44 2.99 3.57 32.29

Expenses paid by subsidiary

Urban Company Technologies Onshore LLC 6.86 - - - -

(iv) Urban Home Experts Pty. Ltd.

Reimbursements/Expenses paid on behalf of subsidiary

Urban Company Technologies, Inc. - - - - 0.35

Investment in equity shares of

Urban Company Technologies, Inc. - - - - 231.25

Sale of equity investment to Urban Home Experts PTE LTD

Urban Company Technologies, Inc. - - - - 269.06

(v) UrbanClap Technologies Global B.V.

Sale of equity investment to Urban Home Experts PTE LTD

Urbanclap Technologies DMCC - - (134.51) - -

383
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at June 30, As at March 31,

(b) Outstanding balances as at period/year end 2025 2024 2025 2024 2023

i) Urban Company Limited (formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)

Other receivables from subsidiaries and step-down subsidiaries

Handy Home Solutions Private Limited - 64.65 - 87.15 196.53
Urban Company Arabia for Information Technology - 28.38 18.50 21.53 11.91
Urban Home Experts PTE LTD 11.36 18.73 18.09 10.83 9.88
Urbanclap Technologies DMCC 26.75 52.94 48.38 34.68 34.70
Urban Company Technologies, Inc. - - - - 20.16
Urbancare Financial Services Private Limited - - - - 1.92
Urban Company Employee Welfare Trust - 0.13 - 0.13 0.12

Other payables to subsidiaries and step-down subsidiaries

Handy Home Solutions Private Limited 207.28 - 141.34 - -
Urbanclap Technologies DMCC 0.05 - - - -

Investment in equity shares of subsidiaries and step-down subsidiaries

Handy Home Solutions Private Limited**** 684.91 463.52 680.55 457.35 265.94
Urban Company Arabia for Information Technology* 16.99 16.00 16.99 15.40 12.18
Less: Provision for impairment of Investment in Urban (16.99) (16.00) (16.99) (15.40) -
Company
Arabia for Information Technology
Urbanclap Technologies Global B.V.*** - 177.05 - 177.05 176.31
Urban Home Experts PTE LTD** 3,963.25 3,339.01 3,958.75 3,331.69 2,742.04
Urbanclap Technologies DMCC* 183.01 147.89 170.30 140.91 114.20
Urban Company Technologies, Inc.* - - - - 129.62
Urbancare Financial Services Private Limited - - - - 23.00

Investment in cumulative compulsorily convertible preference shares of subsidiary

Handy Home Solutions Private Limited 13.94 13.94 13.94 13.94 13.94

(ii) Urban Home Experts PTE LTD.

Other receivables from step-down subsidiaries

Urbanclap Technologies DMCC 2.44 1.00 1.94 0.59 0.84
Urban Company Arabia for Information Technology 25.45 8.76 15.18 2.52 8.17

Loan given to subsidiary

Urban Company Arabia for Information Technology 372.60 100.78 288.47 100.78 -
Loss allowance on loan to Urban Company Arabia for (372.60) (100.78) (288.47) (100.78) -
Information Technology

Interest accrued on loan given to subsidiary

Urban Company Arabia for Information Technology 8.99 3.17 8.99 1.65 -
Loss allowance on loan to Urban Company Arabia for (8.99) (3.17) (8.99) (1.65) -
Information Technology

Investment in equity shares of subsidiaries

Urban Company Arabia for Information Technology 272.34 272.34 272.34 272.34 272.34
Provision for impairment of Investment in Urban Company (272.34) (272.34) (272.34) (272.34) -
Arabia for Information Technology
Urban Company Technologies, Inc. - - - - 323.07
Urban Company Technologies Onshore LLC 92.23 75.85 81.72 66.80 44.81
Provision for impairment of Investment in Urban Company (74.30) - - - -
Technologies Onshore LLC
Urbanclap Technologies DMCC 750.42 - 750.42 - -

384
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at June 30, As at March 31,

(b) Outstanding balances as at period/year end 2025 2024 2025 2024 2023

Investment in equity shares of associate

Urbanclap Technologies DMCC - 615.91 - 615.91 500.88

Provision for winding up of operations of the subsidiary

Urban Company Arabia for Information Technology - 64.54 73.58 - -

(iii) Urbanclap Technologies DMCC

Trade payables to
Urban Company Arabia for Information Technology - - - - 28.33
Urban Company Technologies Onshore LLC 1.27 - - - -

Other receivables from

Urban Company Technologies Onshore LLC - 1.65 4.27 1.21 3.21
Urban Company Arabia for Information Technology 13.09 4.67 13.09 2.43 -

(iv) UrbanClap Technologies Global B.V.

Investment in equity shares of

Urbanclap Technologies DMCC - 134.51 - 134.51 134.51

* Represents the cost of stock options allocated to subsidiaries towards stock options granted to the employees of step- down subsidiaries.
** Includes the cost of stock options allocated to subsidiary for stock options granted to the employees of subsidiary amounting to ₹ 111.57 million (June 30, 2024
- ₹ 87.56 million; March 31, 2025 - ₹ 107.07 million; March 31, 2024 - ₹ 80.25 million; March 31, 2023 - ₹ 63.90 million).
*** Includes the cost of stock options allocated to subsidiary for stock options granted to the employees of subsidiary amounting to Nil (June 30, 2024 - ₹ 1.88
million; March 31, 2025 - Nil; March 31, 2024 - ₹ 1.88 million; March 31, 2023 - ₹ 1.14 million).
**** Includes the cost of stock options allocated to subsidiary for stock options given to employees of subsidiary amounting to ₹ 41.52 million (June 30, 2024 - ₹
20.11 million; March 31, 2025 - ₹ 37.15 million; March 31, 2024 - ₹ 13.95 million; March 31, 2023 - ₹ 2.54 million).

E. Terms and conditions of transactions with related parties

Amounts owed to and by related parties are unsecured and interest free and settlement occurs in cash. All transactions entered into by the Group with its related
parties were on arm's length basis and in ordinary course of business.

385
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

39. Financial risk management objectives and policies

The Group is exposed to the following risks from its use of financial instruments:
- Credit risk
- Liquidity risk
- Interest rate risk
- Market risk

The Group’s Board of Directors has the overall responsibility for establishment and oversight of the Group's risk management framework. This note presents
information about the risks associated with the Group's financial instruments, the Group’s objectives, policies and processes for measuring and managing risk, and
the Group’s management of capital.

a. Credit Risk

The Group is exposed to credit risk as a result of the risk of counterparties defaulting on their obligations. The Group’s exposure to credit risk primarily relates to its
operating activities (trade receivables) and its treasury activities, including deposits with banks, investment in money market funds and other financial instruments.
The Group monitors and limits its exposure to credit risk on a continuous basis. The Group’s credit risk associated with trade receivable is primarily related to
customers being unable to settle their obligation as agreed upon. To manage this, the Group periodically reviews the financial health of its customers, taking into
account their financial condition, current economic trends and analysis of historical bad debts and ageing of trade receivables.

Trade receivables
The Group has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a
simplified approach for estimating the expected credit loss from trade receivables and 12 months expected credit loss from other receivables. An impairment analysis
is performed at each reporting date on an individual basis for material counterparties. In addition, a large number of minor receivables are combined into homogenous
categories and assessed for impairment collectively.

Outstanding customer receivables are regularly and closely monitored. Based on historical trend, the Group provides for any outstanding receivables beyond 12
months. The trade receivables on the respective reporting dates are net off the allowance which is sufficient to cover the entire lifetime loss of sales recognized. The
Group further assesses impairment of major parties and provide for any outstanding before 12 months if they are credit impaired.

Expected credit loss for trade receivables under simplified approach

As at June 30, 2025

Gross carrying Expected credit loss
Aging amount - Trade (loss allowance Carrying amount of
receivables provision) trade receivables
Less than 6 months 215.29 28.73 186.56
6 months - 1 year 21.97 15.76 6.21
1 - 2 years 34.45 30.22 4.23
More than 2 years 42.51 42.51 -
Total 314.22 117.22 197.00

As at June 30, 2024

Gross carrying Expected credit loss
Aging amount - Trade (loss allowance Carrying amount of
receivables provision) trade receivables
Less than 6 months 170.07 14.70 155.37
6 months - 1 year 21.30 10.55 10.75
1 - 2 years 48.60 37.43 11.17
More than 2 years 27.68 27.68 -
Total 267.65 90.36 177.29

As at March 31, 2025

Gross carrying Expected credit loss
Aging amount - Trade (loss allowance Carrying amount of
receivables provision) trade receivables
Less than 6 months 270.24 26.83 243.41
6 months - 1 year 39.22 23.49 15.73
1 - 2 years 29.61 22.77 6.84
More than 2 years 41.56 41.56 -
Total 380.63 114.65 265.98

386
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at March 31, 2024

Gross carrying Expected credit loss
Aging amount - Trade (loss allowance Carrying amount of
receivables provision) trade receivables
Less than 6 months 190.98 14.20 176.78
6 months - 1 year 28.29 12.58 15.71
1 - 2 years 41.21 33.06 8.15
More than 2 years 27.68 27.68 -
Total 288.16 87.52 200.64

As at March 31, 2023

Gross carrying Expected credit loss
Aging amount - Trade (loss allowance Carrying amount of
receivables provision) trade receivables
Less than 6 months 127.31 31.33 95.98
6 months - 1 year 16.74 10.74 6.00
1 - 2 years 32.20 27.40 4.80
More than 2 years 14.73 14.73 -
Total 190.98 84.20 106.78

Movement in the expected credit loss allowance As at June 30, As at March 31,
2025 2024 2025 2024 2023
As at the beginning of the period/year 114.65 87.52 87.52 84.20 39.36
Expected credit loss provision made/ (reversed) on trade 2.50 2.84 27.13 3.32 13.91
receivables calculated at lifetime expected credit losses
Specific provision made - - - - 29.07
Exchange difference 0.07 - - - 1.86
As at the end of the period/year 117.22 90.36 114.65 87.52 84.20

Financial instruments and cash deposits

Credit risk arising from treasury investments are managed by the treasury department in accordance with the Group’s approved investment policy. Investments of
surplus funds are made primarily in liquid mutual funds units, non-convertible debentures, commercial papers and bank fixed deposits.

The Group's maximum exposure to credit risk for the components of the Restated Consolidated Statement of Assets and Liabilities as at the periods ended June 30,
2025, and June 30, 2024, and as at the years ended March 31, 2025, March 31, 2024, and March 31, 2023, is the carrying amount of these financial instruments.

Basis assessment, the expected credit loss identified on the financial instruments and cash deposits was determined as immaterial.

b. Liquidity risk

Liquidity risk represents the risk of the Group being unable to meet the obligations resulting from financial liabilities on account of unavailability of funds. The
Group monitors and manages its liquidity risk to ensure access to sufficient funds to meet operational and financial requirements. The Group monitors cash and bank
balances on a regular basis. The Group’s policy is to ensure that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed
conditions without incurring unacceptable losses.

Maturities of financial liabilities

The contractual undiscounted cash flows of financial liabilities are as follows:

June 30, 2025 Carrying Amount Less than 1 year 1-5 years More than 5 years Total
Trade payables 1,346.01 1,346.01 - - 1,346.01
Other financial liabilities 1,067.54 1,067.54 - - 1,067.54
Lease liabilities 1,192.59 312.97 914.04 284.09 1,511.10
3,606.14 2,726.52 914.04 284.09 3,924.65

387
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

June 30, 2024 Carrying Amount Less than 1 year 1-5 years More than 5 years Total
Trade payables 942.68 942.68 - - 942.68
Other financial liabilities 832.34 832.34 - - 832.34
Lease liabilities 1,224.40 284.39 899.89 429.18 1,613.46
2,999.42 2,059.41 899.89 429.18 3,388.48

March 31, 2025 Carrying Amount Less than 1 year 1-5 years More than 5 years Total
Trade payables 1,104.88 1,104.88 - - 1,104.88
Other financial liabilities 983.16 983.16 - - 983.16
Lease liabilities 1,199.09 305.78 914.27 320.63 1,540.68
3,287.13 2,393.82 914.27 320.63 3,628.72

March 31, 2024 Carrying Amount Less than 1 year 1-5 years More than 5 years Total
Trade payables 927.01 927.01 - - 927.01
Other financial liabilities 852.01 852.01 - - 852.01
Lease liabilities 1,041.19 261.92 776.46 301.47 1,339.85
2,820.21 2,040.94 776.46 301.47 3,118.87

March 31, 2023 Carrying Amount Less than 1 year 1-5 years More than 5 years Total
Trade payables 908.59 908.59 - - 908.59
Other financial liabilities 465.65 465.65 - - 465.65
Lease liabilities 1,017.34 256.35 686.87 412.88 1,356.10
2,391.58 1,630.59 686.87 412.88 2,730.34

c. Market risk

Market risk represents the risk of fluctuation in the fair value or future cash flows of a financial instrument due to changes in market prices. Such changes in the
value of financial instruments may result from changes in foreign currency exchange rates, interest rates, credit, liquidity and other market changes.

The Group's exposure to foreign currency is limited, as the Group does not have any significant foreign currency transactions.

The Group also invests in mutual fund schemes of leading fund houses. Such investments are susceptible to market price risks that arise mainly from changes in
interest rates which may impact the return and value of such investments. However, given the relatively short tenure of the underlying portfolio of the mutual fund
schemes in which the Group have invested, such price risk is not significant.

i. Interest rate risk

Interest rate risk represents the risk of an upward movement in interest rates which would adversely affect the borrowing cost of the Group. As at June 30,
2025, the Group does not have any borrowings (June 30, 2024 - Nil, March 31, 2025 - Nil; March 31, 2024 - Nil, March 31, 2023 - Nil).

Further, the Group's investments are primarily in fixed rate interest bearing investments. Accordingly, the Group is not significantly exposed to interest rate
risk.

388
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

40. Contingent liabilities

(a) Claims against the Group not acknowledged as debts comprise:

As at June 30, As at March 31,

2025 2024 2025 2024 2023

GST Demands - matters under dispute (refer table below) 381.22 204.13 519.55 204.13 169.71
[Amount paid under protest: ₹ 8.43 million (June 30, 2024 - Nil;
March 31, 2025 - ₹ 1.13 million; March 31, 2024 - Nil; March 31,
2023 - Nil)]
Other matters under disputes* 56.59 43.36 43.29 14.13 7.00

Total contingent liabilities 437.81 247.49 562.84 218.26 176.71

As at June 30, As at March 31,

GST Demands - matters under dispute 2025 2024 2025 2024 2023

(i) Claim represents the demand (including interest accrued) raised 187.81 180.89 186.74 180.89 169.71
by the GST Department in Haryana, towards the non-payment of
GST resulting from an expanded definition of housekeeping
services under Section 9(5) and non-reversal of input tax credit
proportionate to turnover of housekeeping service providers. These
claims are disputed by the Holding Company on grounds of
applicability and interpretation.

(ii) The Holding Company received the demand (excluding interest 24.91 23.24 24.41 23.24 -
accrued thereon) in Haryana, towards the non-payment of GST
resulting from mismatches in GSTR2A (Electronic Input Tax
Credit Ledger) and actual input tax credit availed by the Holding
Company for the year 2018-19.

This demand is disputed by the Holding Company on grounds of

availability of carry forward input tax credit from previous years
and valid tax invoices from vendors, basis which input tax credit
was claimed.

iii) The Holding Company received a total demand of ₹ 146.00 146.00 - 146.00 - -
million in Maharashtra, which includes:

a. ₹ 28.10 million towards the full value of services supplied

under Section 9(5) as services provided by the Holding
Company.
b. ₹ 44.90 million towards the non-payment of GST for
commission income earned in Maharashtra but deposited by
the Holding Company centrally in Haryana.
c. The department has also levied 100% penalty on the above.

The Holding Company has disputed the total demand.

iv) The Holding Company received a total demand of ₹ 159.77 - - 159.77 - -

million (including GST, penalties and interest) in Tamil Nadu. The
assessing officer has considered full value of services supplied
under Section 9(5) as services provided by the Holding Company
and raised a demand for ₹ 136.27 million. The Officer also
disallowed the ITC due to non availability of the Input Purchase
register, though appearing in GSTR 2A/2B, for ₹ 20.90 million and
₹ 2.6 million, due to mismatch in GSTR 1 vs GSTR 3B.

The Holding Company disputed the same and received favorable

orders for all the years with the final demand for ₹ 1.75 million.
This demand was paid and booked as expense during the three
months period ended June 30, 2025.

389
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at June 30, As at March 31,

GST Demands - matters under dispute 2025 2024 2025 2024 2023

v) The Holding Company received the show cause notice of ₹ 8.82 - - 2.63 - -
million in Haryana, towards non-payment of GST, resulting from
mismatches in GSTR2A (Electronic Input Tax Credit Ledger) and
actual input tax credit availed by the Holding Company for the year
2020-21. This demand was disputed by the Holding Company on
grounds of the availability of valid tax invoices from vendors, basis
which input tax credit was claimed. The Department subsequently
reduced the demand to ₹ 2.63 million.

During the three months ended June 30, 2025, the management of
the Holding Company has decided not to contest the demand and
paid the final demand for ₹ 2.63 million.

vi) A subsidiary of the Holding Company received demand of ₹ 22.50 - - - -

22.50 million in Karnataka (including GST, interest & Penalty),
towards non-submission of documents for unreconciled ITC and
adjusted Turnover as per 9C and non-reversal of ITC and HSN
classification issue for the year 2021-22. This demand is disputed
by that subsidiary on grounds of availability of valid tax invoices
and other documents, GST already paid on adjusted turnover etc.
The demand is raised vide SCN notice, and the subsidiary is in the
process of submitting additional reply/ documents to challenge the
demand raised in SCN issued.

381.22 204.13 519.55 204.13 169.71

*During the three months period(s) ended June 30, 2025 and June 30, 2024, and the financial year(s) ended March 31, 2025; March 31, 2024 and March 31, 2023,
the Holding Company has received several claims to the extent of the amounts stated above, from consumers related to services provided through service providers
and lessors related to leased premises. The quantum of payout in these cases is contingent upon the outcome of the different legal processes invoked by the claimants.
It is not possible to predict the outcome accurately in the form of a present obligation that arises from past events where it is either not probable that an outflow of
resources will be required to settle or a reliable estimate cannot be made. The Group engages reputed professional advisors to protect its interests and has been
advised that it has strong legal positions in such disputes and reasonably expects that these legal actions, when ultimately concluded and determined, will not have
a material and adverse effect on the Group's results of operations or financial condition.

Notes:
a. It is not practicable for Holding Company to estimate the timing of cash outflow, if any, in respect of the above pending resolution of the respective
proceedings.
b. The Holding Company does not expect any reimbursements in respect of the above contingent liabilities.

41. Capital commitments

As at the period ended June 30, 2025, the estimated amount of contracts in the capital account remaining to be executed (net of capital advances) is ₹ 15.87 million
(June 30, 2024 - Nil; March 31, 2025 - Nil; March 31, 2024 - ₹ 3.28 million; March 31, 2023 - Nil).

390
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

42. Segment reporting

Information reported to the chief operating decision maker (CODM) for the purposes of cost allocation and assessment of performance focuses on the nature of
products and services provided and geographies in which services are delivered or provided, with each segment representing a strategic business unit.

The Group has scaled up new businesses and made certain operational changes to better integrate the Group’s businesses and to simplify its organisational structure.
Under the new structure, the Group reports its financial performance under the following reportable segments i.e. India consumer services, Native and International
business. This change better reflects the Group’s operational focus on emerging new segments and facilitates improved resource allocation, performance monitoring
and better financial reporting. The Group has recasted comparative periods, to conform to the manner in which the Group internally manages and monitors segment
performances. The segment results focused by the CODM excludes other income, finance costs, share based payments and depreciation and amortisation.

India consumer services - This segment covers results from operating an online marketplace which helps registered customers to search for and hire registered
service professionals for their household service needs. This segment also covers results from sale of products, tools and consumables sold to service professionals
for use during service delivery on the platform. This segment covers only India operations.

Native - This segment covers results from sale of Native branded products to the customers.

International business - This segment covers results from operating an online marketplace which helps registered customers to search for and hire registered service
professionals for their household service needs. This segment also covers results from sale of products, tools and consumables sold to service professionals for use
during service delivery on the platform. It covers results from business operations outside India.

a. Segment results
For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Revenue from external customers
India consumer services
Services 2,224.26 1,907.96 6,948.22 5,627.68 4,355.67
Products 494.01 402.51 1,865.71 1,467.48 1,344.64
Total India consumer services (A) 2,718.27 2,310.47 8,813.93 7,095.16 5,700.31

Native (B) 595.46 182.39 1,160.23 287.71 38.14

International business (C) 358.94 315.70 1,470.49 897.31 627.52

Total (A+B+C) 3,672.67 2,808.56 11,444.65 8,280.18 6,365.97

Segment results
India consumer services 310.60 358.40 1,136.93 161.63 (1,513.82)
Native (108.70) (83.97) (388.73) (245.95) (8.23)
International business (19.47) (153.26) (337.90) (811.43) (1,185.75)
Consolidated segment results 182.43 121.17 410.30 (895.75) (2,707.80)

Add: Other income 312.20 270.83 1,162.12 999.73 896.41

Less: Finance costs (26.83) (23.02) (104.75) (92.00) (71.92)
Less: Share based payment expense (230.37) (154.79) (725.70) (571.26) (934.60)
Less: Depreciation and amortisation (95.04) (87.98) (369.96) (367.99) (306.51)
Profit/(Loss) before share of net loss of investments 142.39 126.21 372.01 (927.27) (3,124.42)
accounted for using equity method and tax

b. Information by geographies
For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
Revenue from external customers
India 3,313.73 2,492.86 9,974.16 7,382.87 5,738.45
Outside India 358.94 315.70 1,470.49 897.31 627.52

c. The total of non-current assets excluding financial assets, equity accounted investments and deferred tax assets analysed by the country in which assets are
located are given below:

As at June 30, As at March 31,

2025 2024 2025 2024 2023
India 1,460.12 1,420.49 1,399.81 1,203.55 1,221.26
Outside India 12.52 57.65 18.82 66.57 50.32

d. Major customers
The Group does not have any customers who contribute more than or equal to 10% of total revenue.

391
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

43. Additional Information pursuant to schedule III for the preparation of Restated Consolidated Financial Information:

As at June 30, 2025 For the period ended June 30, 2025
Share in restated other Share in restated total
Net Assets Share in restated profit/(loss) comprehensive income (OCI) comprehensive income (TCI)
% of % of restated
consolidated net consolidated % of % of
Name of the Entity assets Amount profit/loss Amount consolidated OCI Amount consolidated TCI Amount
Parent
Urban Company Limited (formerly known as Urbanclap Technologies 125.85% 23,026.72 360.44% 250.07 91.11% 35.34 263.85% 285.41
India Limited and Urbanclap Technologies India Private Limited)

Subsidiaries
Handy Home Solutions Private Limited 1.18% 216.07 -66.92% (46.43) 0.08% 0.03 -42.90% (46.40)
Urban Home Experts PTE LTD 4.32% 789.73 -171.87% (119.24) 0.00% - -110.23% (119.24)
Urbanclap Technologies DMCC -0.10% (18.36) -18.15% (12.59) -0.23% (0.09) -11.72% (12.68)
Urban Company Arabia for Information Technology -2.04% (373.01) 0.00% - 0.00% - 0.00% -
Urban Company Technologies Onshore LLC 0.10% 17.60 0.50% 0.35 0.00% - 0.32% 0.35

Trusts
Partner Welfare Trust 0.01% 1.07 0.00% - 0.00% - 0.00% -
Urban Company ESOP Trust 0.00% - 0.00% - 0.00% - 0.00% -

Joint Venture
Company Waed Khadmat Al-Munzal For Marketing -0.76% (138.18) -124.01% (86.04) 0.00% - -79.54% (86.04)

Consolidation adjustments -28.56% (5,224.89) 120.01% 83.26 9.04% 3.51 80.22% 86.77

Total 100.00% 18,296.75 100.00% 69.38 100.00% 38.79 100.00% 108.17

392
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at June 30, 2024 For the period ended June 30, 2024
Share in restated other Share in restated total
Net Assets Share in restated profit/(loss) comprehensive income (OCI) comprehensive income (TCI)
% of % of restated
consolidated net consolidated % of % of
Name of the Entity assets Amount profit/loss Amount consolidated OCI Amount consolidated TCI Amount
Parent
Urban Company Limited (formerly known as Urbanclap Technologies 130.40% 18,121.32 253.17% 319.53 50.00% (0.61) 255.16% 318.92
India Limited and Urbanclap Technologies India Private Limited)

Subsidiaries
Urbanclap Technologies Global B.V. 0.97% 135.69 0.06% 0.08 0.00% - 0.06% 0.08
Handy Home Solutions Private Limited 0.27% 37.04 -12.72% (16.06) -4.92% 0.06 -12.80% (16.00)
Urban Home Experts PTE LTD 4.73% 657.98 -103.21% (130.26) 0.00% - -104.22% (130.26)
Urbanclap Technologies DMCC -0.50% (69.97) -25.70% (32.43) 0.00% - -25.95% (32.43)
Urban Company Arabia for Information Technology -1.48% (205.98) -58.26% (73.53) 0.00% - -58.83% (73.53)
Urban Company Technologies Onshore LLC 0.15% 20.81 -5.35% (6.75) 0.00% - -5.40% (6.75)

Trusts
Urban Company Employee Welfare Trust 0.00% (0.08) 0.00% - 0.00% - 0.00% -
Partner Welfare Trust 0.01% 1.07 0.00% - 0.00% - 0.00% -
Urban Company ESOP Trust 0.00% - 0.00% - 0.00% - 0.00% -

Consolidation adjustments -34.55% (4,801.67) 52.01% 65.63 54.92% (0.67) 51.98% 64.96

Total 100.00% 13,896.21 100.00% 126.21 100.00% (1.22) 100.00% 124.99

393
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at March 31, 2025 For the year ended March 31, 2025
Share in restated other Share in restated total
Net Assets Share in restated profit/(loss) comprehensive income (OCI) comprehensive income (TCI)
% of % of restated
consolidated net consolidated % of % of
Name of the Entity assets Amount profit/loss Amount consolidated OCI Amount consolidated TCI Amount
Parent
Urban Company Limited (formerly known as Urbanclap Technologies 125.35% 22,510.93 120.96% 2,900.23 70.27% (6.17) 121.15% 2,894.06
India Limited and Urbanclap Technologies India Private Limited)

Subsidiaries
Urbanclap Technologies Global B.V. 0.00% - 0.00% (0.01) 0.00% - 0.00% (0.01)
Handy Home Solutions Private Limited 1.44% 258.11 -0.49% (11.65) 3.53% (0.31) -0.50% (11.96)
Urban Home Experts PTE LTD 5.11% 917.13 -18.98% (455.02) 0.00% - -19.05% (455.02)
Urbanclap Technologies DMCC -0.10% (18.46) 0.13% 3.15 55.92% (4.91) -0.07% (1.76)
Urban Company Arabia for Information Technology -2.09% (374.65) -9.79% (234.69) 0.00% - -9.82% (234.69)
Urban Company Technologies Onshore LLC 0.04% 6.79 -1.13% (27.18) 0.00% - -1.14% (27.18)

Trusts
Urban Company Employee Welfare Trust 0.00% - 0.00% 0.08 0.00% - 0.00% 0.08
Partner Welfare Trust 0.01% 1.07 0.00% - 0.00% - 0.00% -
Urban Company ESOP Trust 0.00% - 0.00% - 0.00% - 0.00% -

Joint Venture
Company Waed Khadmat Al-Munzal For Marketing -0.29% (51.31) -3.61% (86.48) 0.00% - -3.62% (86.48)

Consolidation adjustments -29.47% (5,291.40) 12.90% 309.22 -29.73% 2.61 13.05% 311.83

Total 100.00% 17,958.21 100.00% 2,397.65 100.00% (8.78) 100.00% 2,388.87

394
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at March 31, 2024 For the year ended March 31, 2024
Share in restated other Share in restated total
Net Assets Share in restated profit/(loss) comprehensive income (OCI) comprehensive income (TCI)
% of % of restated
consolidated net consolidated % of % of
Name of the Entity assets Amount profit/loss Amount consolidated OCI Amount consolidated TCI Amount
Parent
Urban Company Limited (formerly known as Urbanclap Technologies 131.19% 16,957.58 12.07% (111.94) 73.23% (3.83) 12.41% (115.77)
India Limited and Urbanclap Technologies India Private Limited)

Subsidiaries
Urbanclap Technologies Global B.V. 1.05% 135.62 1.57% (14.55) 0.00% - 1.56% (14.55)
Handy Home Solutions Private Limited 0.36% 46.88 10.14% (94.05) 0.57% (0.03) 10.08% (94.08)
Urban Home Experts PTE LTD 6.04% 781.05 137.92% (1,279.47) 0.00% - 137.14% (1,279.47)
Urbancare Financial Services Private Limited 0.00% - -0.13% 1.25 0.00% - -0.13% 1.25
Urbanclap Technologies DMCC -0.34% (44.53) 15.11% (140.19) 0.00% - 15.03% (140.19)
Urban Company Arabia for Information Technology -1.03% (133.05) 15.16% (140.78) 0.00% - 15.09% (140.78)
Urban Company Technologies, Inc. 0.00% - 37.64% (349.20) 0.00% - 37.43% (349.20)
Urban Company Technologies Onshore LLC 0.14% 18.48 2.88% (26.76) 0.00% - 2.87% (26.76)

Trusts
Urban Company Employee Welfare Trust 0.00% (0.08) 0.00% (0.02) 0.00% - 0.00% (0.02)
Partner Welfare Trust 0.01% 1.07 0.00% - 0.00% - 0.00% -
Urban Company ESOP Trust 0.00% - 0.00% - 0.00% - 0.00% -

Consolidation adjustments -37.42% (4,836.61) -132.36% 1,227.99 26.20% (1.37) -131.48% 1,226.62

Total 100.00% 12,926.41 100.00% (927.72) 100.00% (5.23) 100.00% (932.95)

395
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

As at March 31, 2023 For the year ended March 31, 2023
Share in restated other Share in restated total
Net Assets Share in restated profit/(loss) comprehensive income (OCI) comprehensive income (TCI)
% of % of restated
consolidated net consolidated % of % of
Name of the Entity assets Amount profit/loss Amount consolidated OCI Amount consolidated TCI Amount
Parent
Urban Company Limited (formerly known as Urbanclap Technologies 124.00% 16,608.62 51.64% (1,613.61) 26.01% 10.69 51.98% (1,602.92)
India Limited and Urbanclap Technologies India Private Limited)

Subsidiaries
Urbanclap Technologies Global B.V. 1.11% 149.34 0.40% (12.58) 0.00% - 0.41% (12.58)
Handy Home Solutions Private Limited -0.38% (50.46) 4.92% (153.78) -0.24% (0.10) 4.99% (153.88)
Urban Home Experts PTE LTD 10.73% 1,437.15 29.94% (935.71) 0.00% - 30.34% (935.71)
Urbancare Financial Services Private Limited 0.18% 23.57 -0.03% 0.84 0.00% - -0.03% 0.84
Urbanclap Technologies DMCC -0.34% (45.07) 10.19% (318.52) 0.00% - 10.33% (318.52)
Urban Home Experts PTY LTD - - 4.92% (153.60) 0.00% - 4.98% (153.60)
Urban Company Arabia for Information Technology 0.04% 5.02 5.70% (177.70) 0.00% - 5.76% (177.70)
Urban Company Technologies, Inc. -0.06% (8.24) 13.20% (412.46) 0.00% - 13.38% (412.46)
Urban Company Technologies Onshore LLC 0.17% 23.08 0.63% (19.83) 0.00% - 0.64% (19.83)

Trusts
Urban Company Employee Welfare Trust 0.00% (0.06) 0.00% (0.03) 0.00% - 0.00% (0.03)

Consolidation adjustments -35.45% (4,748.33) -21.51% 672.14 74.23% 30.51 -22.78% 702.65

Total 100.00% 13,394.62 100.00% (3,124.84) 100.00% 41.10 100.00% (3,083.74)

396
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

44. Additional regulatory information required by Schedule III

a. Details of benami property held

No proceedings have been initiated on or are pending against the Group for holding benami property under the Benami Transactions (Prohibition) Act, 1988
(45 of 1988) and Rules made thereunder.

b. Borrowing secured against current assets

The Group does not have any borrowings from banks or financial institutions during the three months period(s) ended June 30, 2025 and June 30, 2024 or the
financial year(s) ended March 31, 2025, March 31, 2024, and March 31, 2023.

c. Wilful defaulter
The Group has not been declared a wilful defaulter by any bank or financial institution or any other lender.

d. Relationship with struck off companies

The Group does not have any transactions with the companies struck off under the Companies Act, 2013 or Companies Act, 1956.

e. Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction which are yet to be registered with the registrar of the companies beyond the statutory period.

f. Compliance with number of layers of companies

The Group has complied with the number of layers prescribed under the Companies Act, 2013.

g. Compliance with approved scheme(s) of arrangements

The Group has not entered into any scheme of arrangement which has an accounting impact on the three months period(s) ended June 30, 2025 and June 30,
2024 or the financial year(s) ended March 31, 2025, March 31, 2024, and March 31, 2023.

h. Undisclosed income
There is no income surrendered or disclosed as income during the current or previous period(s)/ year(s) in the tax assessments under the Income Tax Act, 1961,
that has not been recognized in the books of account.

i. Details of crypto currency or virtual currency

The Group has not traded or invested in crypto currency or virtual currency during the three months period(s) ended June 30, 2025 and June 30, 2024 or the
financial year(s) ended March 31, 2025, March 31, 2024, and March 31, 2023.

j. Valuation of PP&E and intangible asset

The Group has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the three months period(s) ended
June 30, 2025, and June 30, 2024, or the financial year(s) ended March 31, 2025, March 31, 2024, and March 31, 2023.

k. Utilization of borrowed funds and share premium

i. The Holding Company has advanced or loaned or invested funds to other persons (or) entity(ies), including foreign entities (Intermediaries) with the
understanding that the Intermediary shall, directly or indirectly lend or invest in other entities identified in any manner whatsoever by or on behalf of the
Holding Company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries:

Amount
From Entity To Entity Nature of Transaction Date (₹ in million) Remarks
The relevant
Handy Home Solutions Private June 21, 2023 180.00 provisions of the
Equity Capital Infusion Foreign Exchange
Limited September 26, 2024 200.00 Management Act,
380.00 1999 (42 of 1999)
and the Companies
Urban Company Limited Act, 2013, have
Urbanclap Technologies Global B.V. Equity Capital Infusion October 31, 2022 24.96 been complied
(formerly known as
Urbanclap Technologies 24.96 with for these
India Limited and transactions and
Urbanclap Technologies the transactions
India Private Limited) May 06, 2022 271.80 are not in violation
August 03, 2022 1,141.50 of the Prevention
of Money-
Urban Home Experts PTE LTD Equity Capital Infusion May 04, 2023 573.30
Laundering Act,
September 04, 2024 302.67 2002 (15 of 2003).
January 16, 2025 297.60
2,586.87

April 19, 2022 7.61

Urban Home Experts PTY
Urban Company Technologies, Inc. Equity Capital Infusion May 10, 2022 15.44
LTD
May 26, 2022 3.87
May 31, 2022 15.48

397
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Amount
From Entity To Entity Nature of Transaction Date (₹ in million) Remarks
June 21, 2022 5.45
July 07, 2022 7.90 The relevant
provisions of the
July 19, 2022 6.78 Foreign Exchange
August 09, 2022 119.10 Management Act,
November 03, 2022 49.62 1999 (42 of 1999)
and the Companies
231.25 Act, 2013, have
been complied
June 22, 2022 21.26 with for these
transactions and
August 04, 2022 172.12 the transactions
Urbanclap Technologies DMCC Equity Capital Infusion May 18, 2023 49.47 are not in violation
July 11, 2023 31.54 of the Prevention
of Money-
September 08, 2023 34.02 Laundering Act,
308.41 2002 (15 of 2003).

January 30, 2023 40.75

April 12, 2023 73.89
June 15, 2023 61.58
Urban Company Technologies, Inc. Equity Capital Infusion August 17, 2023 49.92
October 10, 2023 49.98
November 17, 2023 66.56
February 7, 2024 21.61
364.29

May 23, 2022 4.13

Urban Company Arabia for June 02, 2022 54.25
Equity Capital Infusion*
Information Technology August 04, 2022 136.95
Urban Home Experts PTE January 31, 2023 4.22
LTD 199.55

May 10, 2022 39.51

May 27, 2022 56.35
Urban Home Experts PTY LTD Equity Capital Infusion
July 05, 2022 22.54
August 05, 2022 364.48
482.88

December 29, 2022 0.01

January 10, 2023 22.40
March 30, 2023 22.40
June 14, 2023 6.81
August 10, 2023 4.99
December 19, 2023 10.19
Urban Company Onshore LLC Equity Capital Infusion
June 10, 2024 9.05
December 17, 2024 1.18
January 16, 2025 1.19
March 25, 2025 3.50
May 13, 2025 1.18
June 12, 2025 9.33
92.23

Urban Company Limited Urbancare Financial Services Private

Capital reduction March 06, 2024 (24.82)
(formerly known as Limited
Urbanclap Technologies (24.82)
India Limited and
Urbanclap Technologies
Urbanclap Technologies Global B.V. Capital reduction February 11, 2025 (156.80)
India Private Limited)
(156.80)
Urban Home Experts PTE
Urban Company Technologies, Inc. Capital reduction
LTD March 31, 2023 (7.04)

398
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

Amount
From Entity To Entity Nature of Transaction Date (₹ in million) Remarks
(7.04)
The relevant
provisions of the
January 25, 2023 (322.04) Foreign Exchange
Urban Home Experts PTY LTD Capital reduction
March 20, 2023 (32.13) Management Act,
1999 (42 of 1999)
(354.17)
and the Companies
Act, 2013, have
May 23, 2022 4.13 been complied
with for these
June 2, 2022 54.25
transactions and
August 4, 2022 136.95 the transactions
January 31, 2023 4.22 are not in violation
June 20, 2023 5.47 of the Prevention
of Money-
July 13, 2023 5.49 Laundering Act,
August 14, 2023 5.53 2002 (15 of 2003).
Urban Home Experts PTE Urban Company Arabia for
Intercompany loan November 06, 2023 5.54
LTD Information Technology
December 12, 2023 11.14
December 20, 2023 27.77
March 19, 2024 39.84
July 17, 2024 40.15
September 09, 2024 87.58
February 06, 2025 59.96
May 14, 2025 84.13
572.15

Urban Home Experts PTE Sale / purchase of

Urban Home Experts PTY LTD January 06, 2023 209.69
LTD investment
209.69

*The initial infusion of these amounts was under a loan agreement with an option to convert into equity by the lender(parent). Subsequently, these amounts have
been converted into partner's capital account.

ii. The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded
in writing or otherwise) that the Group shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (ultimate
beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

l. Back-up of Books of Account

As per the MCA notification dated August 05, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment Rules, 2022. As per
the amended rules, the Companies are required to maintain a back-up of the books of account and other relevant books and papers in electronic mode that should
be accessible in India at all the time. Also, the Companies are required to maintain back-up of books of accounts on servers physically located in India on a daily
basis.

The books of account along with other relevant records and papers of the Holding Company and a subsidiary incorporated in India, are maintained in electronic
mode. These are readily accessible in India at all times, and a back-up is maintained on a daily basis, on servers physically located in India except for the period
October 01, 2024, to January 26, 2025, where the back-up was maintained on the servers located in Sydney, Australia. Full back up (including data for the period
October 01, 2024 to January 26, 2025) was subsequently restored on servers in India from January 27, 2025 onwards.

m. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for books of account to have the feature of audit trail, edit log,
and related matters in the accounting software used by the Holding Company and a subsidiary, which is a company incorporated in India. These Companies
have used Oracle Fusion as their accounting software for maintaining their books of account, which has a feature of recording audit trail (edit log) facility and
has operated throughout the year for all the financial transactions at the application level as well as database level. Oracle has shared an independent examination
report dated April 21, 2025, for the audit trail feature to record direct changes at the database level, which is not a report under assurance standards.

45. The Holding Company filed an adjudication application with the Registrar of Companies on September 18, 2024, with respect to the incentivisation plan for the
service professionals working on the Group's platform. In this regard, the RoC issued a Show Cause Notice (“SCN”) dated April 02, 2025, followed by an
adjudication order dated April 24, 2025, against the Holding Company and its executive directors, pursuant to which an aggregate penalty of ₹ 0.35 million was
imposed on such parties, and which has been paid. The proceedings on the SCN stand closed by paying such penalty.

399
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure V – Notes forming part of the Restated Consolidated Financial Information
(All amounts in INR millions, unless otherwise stated)

46. Subsequent events

i. Pursuant to the Board resolution dated August 18, 2025, the Board of Directors has identified the Chairman, Managing Director, and Chief Executive Officer
as the Chief Operating Decision Maker (CODM) of the Group.

ii. Pursuant to the Board of Directors' approval dated August 24, 2025, Series A to Series E CCPS were converted into equity shares of the Holding Company for
₹ 1 per share in the ratio of 2,330 equity shares for each Series A to Series E CCPS held, respectively, and the Series F CCPS were converted into equity shares
of the Holding Company for ₹ 1 per share in the ratio of 2,500 equity shares for each Series F CCPS held.

iii. There are no subsequent events that have occurred after the reporting period till the date of approval of this Restated Consolidated Financial Information, except
for as disclosed in note 46 (i) and (ii) above.

For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No.: 304026E/E300009 Urban Company Limited (Formerly known as Urbanclap Technologies
India Limited and Urbanclap Technologies India Private Limited)

Abhishek Rara Abhiraj Singh Bhal Raghav Chandra

Partner Chairperson, Managing Director Executive Director and
Membership No.: 077779 and Chief Executive Officer Chief Technology and Product Officer
Date: August 29, 2025 DIN: 07005253 DIN: 07005029
Place: Gurugram Date: August 29, 2025 Date: August 29, 2025
Place: Gurugram Place: Gurugram

Abhay Krishna Mathur Sonali Singh

Chief Financial Officer Company Secretary and
Date: August 29, 2025 Compliance Officer
Place: Gurugram Membership No.: A26585
Date: August 29, 2025
Place: Gurugram

400
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure VI - Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months
period(s) ended June 30, 2025, and June 30, 2024, and the Audited Consolidated Financial Statements as at and for the year(s) ended March 31,
2025, March 31, 2024, and March 31, 2023
(All amounts in INR million, unless otherwise stated)

Summarized below are the restatement adjustments made to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months
period(s) ended June 30, 2025 and June 30, 2024, and the Audited Consolidated Financial Statements as at and for the year(s) ended March 31, 2025, March 31,
2024 and March 31, 2023 and their impact on equity and the profit/(loss) of the Group, its Joint Venture and Trusts:

Part A: Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements and the Audited Consolidated Financial
Statements

Reconciliation between audited equity and restated equity

As at June 30, As at March 31,

2025 2024 2025 2024 2023
A. Total Equity as per Audited Special Purpose Interim 18,296.75 13,896.21 17,958.21 12,926.41 13,394.62
Consolidated Financial Statements and Audited Consolidated
Financial Statements

B. Material restatement adjustments:

(i) Audit qualifications - - - - -
(ii) Adjustments due to prior period items/other adjustment - - - - -
(iii) Change in accounting policies - - - - -
(iv) Deferred tax impact on adjustments in (i) and (ii), as - - - - -
applicable

C. Total impact of adjustments (i+ii+iii+iv) - - - - -

D. Total equity as per Restated Consolidated Financial 18,296.75 13,896.21 17,958.21 12,926.41 13,394.62
Information (A+C)

Reconciliation between audited profit/(loss) and restated profit/(loss)

For the period ended June 30, For the year ended March 31,
2025 2024 2025 2024 2023
A. Profit/(loss) after tax as per Audited Special Purpose 69.38 126.21 2,397.65 (927.72) (3,124.84)
Interim Consolidated Financial Statements and Audited
Consolidated Financial Statements

B. Material restatement adjustments:

(i) Audit qualifications - - - - -
(ii) Adjustments due to prior period items/other adjustment - - - - -
(iii) Change in accounting policies - - - - -
(iv) Deferred tax impact on adjustments in (i) and (ii), as - - -
- -
applicable

C. Total impact of adjustments (i+ii+iii+iv) - - - - -

D. Restated profit/ (loss) after tax as per Restated 69.38 126.21 2,397.65 (927.72) (3,124.84)
Consolidated Financial Information (A+C)

Note to Adjustments:

i. Audit qualifications - There are no audit qualifications in auditor's report for the three months period(s) ended June 30, 2025 and June 30, 2024, and the
financial year(s) ended March 31, 2025, March 31, 2024, and March 31, 2023.

ii. Material regrouping / reclassification - Appropriate regrouping / reclassification have been made in the Restated Consolidated Statement of Assets and
Liabilities, Restated Consolidated Statement of Profit and Loss and Restated Consolidated Statement of Cash Flows, wherever required, by reclassification of
the corresponding items of income, expenses, assets, liabilities and cash flows, in order to bring them in line with the accounting policies and classification as
per the Audited Special Purpose Interim Consolidated Financial statements for the three months period ended June 30, 2025, prepared in accordance with
Schedule III (Division II) of the Act, as amended, requirements of Ind AS 1- 'Presentation of financial statements' and other applicable Ind AS principles and
the requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

iii. Adjustments due to prior period items / other adjustments – There are no such items / adjustments.

401
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure VI - Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months
period(s) ended June 30, 2025, and June 30, 2024, and the Audited Consolidated Financial Statements as at and for the year(s) ended March 31,
2025, March 31, 2024, and March 31, 2023
(All amounts in INR million, unless otherwise stated)

Part B - Non adjusting items

a. Emphasis of Matters not requiring adjustments to Restated Consolidated Financial Information are reproduced below in respect to the Audited Special
Purpose Interim Consolidated Financial Statement for the three months period(s) ended June 30, 2025, and June 30, 2024 and the Audited Consolidated
Financial Statements for the year(s) ended March 31, 2025, March 31, 2024 and March 31, 2023.

1. Emphasis of Matters for the three months period ended June 30, 2025

We draw attention to Note 1(a) to the special purpose interim consolidated financial statements, which describes the Basis of Preparation. These special
purpose interim consolidated financial statements have been prepared in accordance with the Indian Accounting Standards notified under Section 133 of the
Companies Act, 2013 vide the Companies (Indian Accounting Standards) Rules, 2015 for the express purpose of preparation of the Restated Consolidated
Financial Information of the Group, its joint venture and Trusts in connection with the Proposed Initial Public Offering of the Equity Shares of the Holding
Company. As a result, the special purpose interim consolidated financial statements may not be suitable for any other purpose.

Our opinion is not modified in respect of this matter.

2. Emphasis of Matters for the three months period ended June 30, 2024

We draw attention to Note 1(a) to the special purpose interim consolidated financial statements, which describes the Basis of Preparation. The special purpose
interim consolidated financial statements have been prepared in accordance with the Basis of Preparation specified in the aforesaid note and for the express
purpose of preparation of the Restated Consolidated Financial Information of the Group and the Trusts in connection with the Proposed Initial Public Offering
of the Equity Shares of the Holding Company. As a result, the special purpose interim consolidated financial statements may not be suitable for any other
purpose.

The special purpose interim consolidated financial statements are not the statutory consolidated financial statements of the Holding Company, and are not
intended to, and do not, comply with the disclosure provisions applicable to statutory consolidated financial statements prepared under the Act, as those are
not considered relevant by the Management and the intended users of the special purpose interim consolidated financial statements for the purposes for which
those have been prepared.

Our opinion is not modified in respect of this matter.

b. Auditor's Comments in the Independent Auditor’s report not requiring adjustments to Restated Consolidated Financial Information are reproduced
below in respect of the Audited Consolidated Financial Statements for the year(s) ended March 31, 2025, March 31, 2024, and March 31, 2023:

1. Auditor's Comments in the Independent Auditor’s report for the year ended March 31, 2025

Paragraph 17 (b) of the Auditor's report:

In our opinion, proper books of account as required by law have been kept by the Holding Company and a subsidiary, which is a company incorporated in
India, so far as it appears from our examination of those books except that the back-up of certain books of account and other books and papers maintained in
electronic mode has not been maintained on a daily basis on servers physically located in India for one of the applications during the period October 1, 2024
to January 26, 2025 (refer Note 43(l) to the consolidated financial statements). Also, refer the matters stated in paragraph 17(h)(vi) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

Paragraph 17 (h) (vi) of the Auditor's report:

Based on our examination, which included test checks, the Holding Company and a subsidiary, which is a company incorporated in India, has used accounting
software for maintaining its books of account, including software which are operated by third party software service providers, which have a feature of
recording audit trail (edit log) facility and that has operated throughout the year for all relevant transactions recorded in the software, except that in the absence
of the independent service auditors’ report for the financial year,we are unable to comment whether the audit trail feature of the aforesaid software at the
database level was enabled and operated throughout the year.

During the course of performing our procedures, other than the aforesaid instance of audit trail not maintained where the question of our commenting does
not arise, we did not notice any instance of audit trail feature being tampered with. Further, the audit trail, to the extent maintained in the prior year, has been
preserved by the Group as per the statutory requirements for record retention (refer Note 43(m) to the consolidated financial statements)

2. Auditor's Comments in the Independent Auditor’s report for the year ended 31 March, 2024

Paragraph 14 (b) of the Auditor's report:

In our opinion, proper books of account as required by law have been kept by the Holding Company and a subsidiary, which is a Company incorporated in
India, so far as it appears from our examination of those books except that the backup of certain books of account and other books and paper maintained in
electronic mode has not been maintained on a daily basis on servers physically located in India during the nine months period April 1, 2023 to December 31,
2023 and on a software operated by a third party software service provider used by the Holding Company, in the absence of service organization report (SOC
Report), we are unable to comment which the backup was maintained on a daily basis on server located in India for the aforesaid software and the matters
stated in paragraph 14(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) ("the Rules").

402
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure VI - Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months
period(s) ended June 30, 2025, and June 30, 2024, and the Audited Consolidated Financial Statements as at and for the year(s) ended March 31,
2025, March 31, 2024, and March 31, 2023
(All amounts in INR million, unless otherwise stated)

Paragraph 14 (h)(vi) of the Auditor's report:

Based on our examination, which included test checks and that performed by us on the subsidiary which is a company incorporated in India those financial
statements have been audited under the Act, The Holding Company and the subsidiary, incorporated in India, has used accounting software for maintaining
its books of account, including software which are operated by third party software service providers, which have a feature of recording audit trail (edit log)
facility and that has operated throughout the year for all relevant transactions recorded in the software, except that (a) the audit trail was not enabled to record
any direct changes at the database level for one application; and (b) on a software operated by a third party software server provider used by the Holding
Company, in the absence of service organization report (SOC report), we are unable to comment whether the audit trail feature of the aforesaid software was
enabled and operated throughout the year for all relevant transactions recorded in this software or whether there were any instances of the audit trail feature
been tampered with.

During the course of performing our procedures, in respect of the audit trail feature enabled, we did not notice any instance of the audit trail feature being
tampered with.

3. Auditor's Comments in the Independent Auditor’s report for the year ended 31 March, 2023

Paragraph 14 (b) of the Auditor's report:

In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as
it appears from our examination of those books and the reports of the other auditors, except that the backup of the books of accounts and other books and
papers maintained in electronic mode has not been maintained, on a daily basis, on servers physically located in India.

Paragraph 14 (h)(vi) of the Auditor's report:

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for books of account to have the feature of audit trail, edit
log and related matters in the accounting software used by the Group, in applicable to the Group, only with effect from financial year beginning April 1, 2023,
the reporting under clause (g) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), is currently not applicable.

c. Auditor's Comments in Annexure to Auditors’ Report:

In addition to the audit opinion on the consolidated financial statements, the auditors are required to comment upon the matters included in the annexure to the
Auditors’ reports issued under Companies (Auditor’s Report) Order, 2020 issued by the Central Government of India under sub-section (11) of Section 143 of
Companies Act, 2013, on the consolidated financial statements for the year(s) ended March 31, 2025, March 31, 2024, and March 31, 2023.

Certain statements/comments included in the CARO on the standalone financial statements of the Holding Company for the financial year ended March 31, 2023,
which do not require any adjustments in the Restated Consolidated Financial Information are reproduced below.

Additionally, the statements/comments in the CARO issued on the separate statutory financial statements of Handy Home Solutions Private Limited, a subsidiary of
the Holding Company as at and for the years ended March 31, 2024 and March 31, 2023 have also been reproduced below:

Financial year 2023-2024

Handy Home Solutions Private Limited

Clause (xvii) of CARO 2020 Order

The Company has incurred cash losses of ₹ 35.53 million in the current financial year and of ₹ 81.94 million in the immediately preceding financial year.

Financial year 2022-2023

Urban Company Limited (formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)

Clause (xvii) of CARO 2020 Order

The Company has incurred cash losses of ₹ 808.57 million in the current financial year and of ₹ 2,040.58 million in the immediately preceding financial year.

Clause (vii)(a) of CARO 2020 Order

According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except for dues in respect of provident
fund, the Company is regular in depositing undisputed statutory dues, including income tax, sales tax, service tax, duty of customs, duty of excise, value added tax,
cess, goods and services tax and other material statutory dues, as applicable, with the appropriate authorities. The extent of the arrears of statutory dues outstanding
as at 31 March, 2023, for a period of more than six months from the date they became payable are as follows:

Amount Period to which the

Name of the Statute Nature of dues (₹ million) amount relates Due date Date of Payment
Employees Provident Fund Act, 1952 Provident Fund 0.61 2018-19 15th of next month Not yet paid

403
Urban Company Limited (Formerly known as Urbanclap Technologies India Limited and Urbanclap Technologies India Private Limited)
CIN: U74140DL2014PLC274413
Annexure VI - Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months
period(s) ended June 30, 2025, and June 30, 2024, and the Audited Consolidated Financial Statements as at and for the year(s) ended March 31,
2025, March 31, 2024, and March 31, 2023
(All amounts in INR million, unless otherwise stated)

Handy Home Solutions Private Limited

Clause (xvii) of CARO 2020 Order

The Company has incurred cash losses of ₹ 81.94 million in the financial year and of ₹ 114.95 million in the immediately preceding financial year.

For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No.: 304026E/E300009 Urban Company Limited (Formerly known as Urbanclap Technologies
India Limited and Urbanclap Technologies India Private Limited)

Abhishek Rara Abhiraj Singh Bhal Raghav Chandra

Partner Chairperson, Managing Director Executive Director and
Membership No.: 077779 and Chief Executive Officer Chief Technology and Product Officer
Date: August 29, 2025 DIN: 07005253 DIN: 07005029
Place: Gurugram Date: August 29, 2025 Date: August 29, 2025
Place: Gurugram Place: Gurugram

Abhay Krishna Mathur Sonali Singh

Chief Financial Officer Company Secretary and
Date: August 29, 2025 Compliance Officer
Place: Gurugram Membership No.: A26585
Date: August 29, 2025
Place: Gurugram

404
 OTHER FINANCIAL INFORMATION

The accounting ratios required under Paragraph 11 of Part A of Schedule VI of the SEBI ICDR Regulations are
given below.

(in ₹ million other than share data)

Particulars As at and for As at and for As at and for As at and As at and for
the three the three the Financial for the the Financial
months ended months ended Year ended Financial Year ended
June 30, 2025 June 30, 2024 March 31, Year ended March 31,
2025 March 31, 2023
2024
Restated earnings per share - 0.05 0.09 1.66 (0.66) (2.25)
Basic (in ₹ per Equity Share)
Restated earnings per share – 0.05 0.09 1.65 (0.66) (2.25)
Diluted (in ₹ per Equity
Share)
Return on Net Worth (%) (1) 0.38 0.91 13.35 (7.18) (23.33)
Net Asset Value per Equity 12.48 9.80 12.46 9.19 9.64
Share (in ₹) (2)
EBITDA (3) (47.94) (33.62) (315.40) (1,467.01) (3,642.40)
Notes:
1.
Return on Net Worth Ratio: Restated profit/(loss) for the period/year divided by Net Worth at the end of the respective period/year.
Restated Profit for the three months ended June 30, 2025 include a deferred tax credit of ₹ 13.03 million.
2.
Net Asset Value per Equity Share (in ₹) is computed as Net Worth at the end of the period/ year divided by weighted average number of
Equity shares, weighted average number of compulsorily convertible cumulative preference shares and vested ESOPs outstanding at the end
of the period/ year. For the year ended March 31, 2024 and 2023, the figures are recomputed to represent number after issuance of bonus
shares.
3.
EBITDA: Restated Profit (loss) before tax less other income, plus finance costs, depreciation and amortization expense and share of net
loss of joint venture accounted for using the equity method.

The audited standalone financial statements of our Company and our material subsidiaries i.e. (i) Handy Home
Solutions Private Limited; (ii) Urban Home Experts PTE LTD; (iii) Urbanclap Technologies DMCC; (iv) Urban
Company Arabia for Information Technology; and (v) Urban Company Technologies, Inc for the years ended
March 31, 2025, March 31, 2024, and March 31, 2023, as applicable, as identified in accordance with the SEBI
ICDR Regulations, together with all the annexures, schedules and notes thereto (collectively, the “Audited
Standalone Financial Statements”) are available at [Link]

Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI
ICDR Regulations. The Audited Standalone Financial Statements and the reports thereon do not constitute, (i) a
part of this Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular,
an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document to purchase
or sell any securities under the Companies Act, 2013, the SEBI ICDR Regulations, or any other applicable law in
India or elsewhere in the world. The Audited Standalone Financial Statements and the reports thereon should not
be considered as part of information that any investor should consider in order to subscribe for or purchase any
securities of our Company, or any entity in which it or its shareholders have significant influence and should not
be relied upon or used as a basis for any investment decision. Neither our Company or any of its advisors, nor any
of the BRLMs or the Selling Shareholders, nor any of their respective employees, directors, affiliates, agents,
trustees or representatives accept any liability whatsoever for any loss, direct or indirect, arising from reliance
placed on any information presented or contained in the Audited Standalone Financial Statements, or the opinions
expressed therein.

Related Party Transactions

For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e.,
Ind AS 24 read with the SEBI ICDR Regulations, three months ended June 30, 2025 and June 30, 2024 and for
Financial Years ended March 31, 2025, 2024 and 2023 and as reported in the Restated Consolidated Financial
Information, see “Summary of the Offer Document – Summary of Related Party Transactions” beginning on
page 26.

405
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

You should read the following discussion in conjunction with our Restated Consolidated Financial Information
as at and for the three months ended June 30, 2025 and 2024, Fiscals 2025, 2024 and 2023, including the related
annexures. We carried out our operations in KSA through our step-down subsidiary, Urban Company Arabia for
Informational Technology prior to January 1, 2025. With effect from January 1, 2025, we have migrated our KSA
operations to our Joint Venture and we no longer consolidate revenues from our operations in KSA, and we have
since then accounted for our KSA joint venture using the equity method and recognized our share of profit / (loss)
from the joint venture. For further details, see “Risk Factors – We conduct our operations in the Kingdom of
Saudi Arabia through a Joint Venture and our control over the Joint Venture is limited by our shareholding
therein and the joint venture agreement. If the Joint Venture fails to achieve or maintain profitability, our
business, results of operation and financial condition may be materially and adversely affected”, “Our
Business” and “History and Certain Corporate Matters” on pages 72, 218 and 266, respectively.

Unless otherwise indicated or context otherwise requires, the financial information for the three months ended
June 30, 2025 and 2024, and Fiscals 2025, 2024 and 2023, included herein is derived from the Restated
Consolidated Financial Information, included in this Red Herring Prospectus. For further information, see
“Restated Consolidated Financial Information” on page 302.

Our financial year ends on March 31 of each year. Accordingly, references to “Fiscal 2025”, “Fiscal 2024” and
“Fiscal 2023”, are to the 12-month period ended March 31 of the relevant year.

Ind AS differs in certain respects from IFRS and U.S. GAAP and other accounting principles with which
prospective investors may be familiar. Please also see “Risk Factors – Significant differences exist between Ind
AS and other accounting principles, such as IFRS and U.S. GAAP, which may be material to investors’
assessments of our financial condition, result of operations and cash flows” on page 86. This discussion
contains certain forward-looking statements that involve risks and uncertainties. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of certain factors, such as the
risks set forth in the chapters entitled “Risk Factors” and “Forward-Looking Statements” beginning on pages
33 and 19, respectively.

Unless otherwise indicated, industry and market data used in this section has been derived or extracted from the
Redseer Report, which has been commissioned, and paid for, by us exclusively in connection with the Offer,
pursuant to an engagement letter dated November 4, 2024. The Redseer Report is available on our website at
[Link] from the date of this Red Herring Prospectus until the Bid/Offer
Closing Date and has also been included in “Material Contracts and Documents for Inspection – Material
Documents” on page 553. Unless otherwise indicated, all financial, operational, industry and other related
information derived from the Redseer Report and included herein with respect to any particular year, refers to
such information for the relevant year. See “Risk Factors – This Red Herring Prospectus contains information
from an industry report which we have commissioned and paid for from Redseer” on page 73.

Overview

Urban Company operates a technology-driven, full-stack online services marketplace for quality driven services
and solutions across various home and beauty categories. We operate in 51 cities across India, United Arab
Emirates (“UAE”) and Singapore, excluding cities served by our joint venture in Kingdom of Saudi Arabia
(“KSA”), of which 47 cities are in India, as at June 30, 2025. Our 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 Fiscals 2023 and
2024, we expanded into home solutions with the launch of water purifiers and electronic door locks, respectively,
under the brand name ‘Native’. We have also recently launched, and are in the process of scaling up, our on
demand home-help assistance (“InstaHelp”) offering in specific micro markets across a number of cities in India.

We are focused on enabling delivery of a quality driven, standardized and reliable service experience. To achieve
this, we have 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, insurance, and branding
assistance. This approach enables the service professionals to improve their skills, enhance quality of service
delivery and increase their earning potential.

406
According to the Redseer Report, in Fiscal 2025, we were an online full-stack home and beauty services platform
in India. As per the Redseer Report, the home services industry in India has a large market opportunity with a
total addressable market (“TAM”) of approximately US$60 billion in Fiscal 2025, which is expected to grow at
a compounded annual growth rate (“CAGR”) of 10-11%, reaching US$100 billion in Fiscal 2030 driven by rising
urbanization and increasingly busy lifestyles; whereas the home services industry in India is largely unorganized,
fragmented, and offline, with online penetration of less than 1.0%, as of Fiscal 2025 based on net transaction
value. As per the Redseer Report, consumers face the twin challenges of poor access to quality supply and
inconsistent service quality while service professionals suffer from a lack of predictability of demand for their
services and often rely on intermediaries, thereby resulting in sub-optimal earnings. For further details, see
“Industry Overview – Section 3: Overview of the Home Services Market in India – C. Online full stack
platforms addressing structural challenges in home services could reach ₹105-110 billion by FY 2030,
projected to grow at 18-22% CAGR between FY 2025 and FY 2030” and “Industry Overview – Section 7: Urban
Company’s currently serviceable market and competitive positioning – B. Urban Company is an online full
stack home services solutions provider in India” on pages 204 and 216, respectively. We seek to address the
challenges faced by consumers by providing them access to standardized, and reliable service experiences at a
quality driven benchmark. For further details in relation to the manner in which we address the challenges faced
by consumers and service professionals, see “-Overview - Consumer Excellence” and “-Overview - Service
professional empowerment”,each on page 220.

We operate our business under three business segments which are (a) India consumer services; (b) Native; and (c)
International business:

(a) India consumer services: Our consumers can access services across home, beauty and wellness services.
Home services include categories such as cleaning, pest control, servicing and repair of appliances,
handyman services (electrical, plumbing and carpentry), InstaHelp and painting and wall décor. Beauty
and wellness include services such as skincare and haircare services for women, grooming services for
men and massage therapy for both men and women. We have structured our service categories into
standard service units (“SSUs”), each with defined service parameters, standard operating procedures,
price and in several cases, prescribed products for use during their service delivery. In addition, we sell
tools and consumables (collectively, the “products”) to the service professionals which they can choose
to buy from us, for use during their service delivery. We procure these products from certain brands,
some of which are exclusively manufactured for us.

(b) Native: We sell water purifiers and electronic door locks to consumers in and outside India.

(c) International business: Our consumers can access home and beauty services in UAE, Singapore and
KSA through our marketplace. We also provide tools and consumables to service professionals for use
during service delivery. While we launched our services in KSA in April 2021, we transitioned to
providing services through a joint venture with effect from January 1, 2025. For further details, see “-
Description of Our Business and Operations – Our international business” on page 243.

Consumer excellence

407
We focus on trust, reliability, quality, and convenience during the consumer’s entire service journey. This focus
towards consumer excellence has driven the average consumer ratings given to service professionals on our
platform per service delivery to reach 4.79 on a scale of 5.0 in three months ended June 30, 2025. The average
consumer rating is based on the simple average of all jobs rated by consumers in a relevant period. We also analyze
the consumer comments on poorly rated jobs to identify areas of improvement for the service professionals and
these areas of improvement are shared with the service professionals as feedback on the dedicated application for
service professionals (“UC service professionals app”). We also conduct re-training for the service professionals
at frequent intervals focused on their areas of improvement. This focus on consumer excellence has further enabled
us to increase our transactions from retained consumers, i.e., existing consumers who have again availed services
on our platform during the 12-month period prior to the specified date. For further details in relation to increase
in average consumer rating and transactions from retained consumers, see “-Our Competitive Strengths –
Established brand trusted by consumers” on page 225.

Service professional empowerment

In three months ended June 30, 2025, we had 54,347 average monthly active service professionals on our platform,
i.e., a service professional who has delivered at least one service during a given month. This figure is calculated
by averaging the number of such professionals across all months in a specified period / year. We empower service
professionals with in-house training and access to tools and consumables, and we believe we have helped them
improve their earning potential while enabling them to maintain flexibility in their daily schedule. As per the
Redseer Report, the service professionals associated with us, on average, earn 30-40% more than their peers who
are not associated with any platform in Fiscal 2025. For further details in relation to service professional
empowerment, see “-Our Competitive Strengths – Robust technology platform powering service fulfilment,
consumer growth and service professional empowerment” on page 228.

Technology enabled platform

We leverage data and technology for delivery of services to the consumers on our platform. Our business leverages
technology to streamline operations and consumer experiences. We offer seamless discovery of the services we
offer, use data-driven demand-supply matching at micro market level and empower service professionals with on-
job assistance and enable service professionals to order relevant tools and consumables. This tech-driven approach
has fueled our growth and improved consumer ratings. For further details, see “-Our Competitive Strengths –
Robust technology platform powering service fulfilment, consumer growth and service professional
empowerment” on page 228. Further, by leveraging insights from our services experience and product innovation
capabilities, we have launched water purifiers and electronic door locks under our ‘Native’ brand.

We primarily earn 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. For further details, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on page 406.

We transitioned to providing services through a joint venture in KSA with effect from January 1, 2025. The
following table sets forth certain key financial metrics that have been restated to exclude NTV and revenue from
operations from our KSA Subsidiary for the periods indicated:

Metrics Unit Three months ended June 30, Fiscal

2025 2024 2025 2024 2023
Consolidated in ₹ million 10,306.06 8,487.18 32,226.54 25,456.26 20,625.72
NTV(1)
Revenue from in ₹ million 3,672.67 2,716.96 11,028.75 8,133.67 6,278.14
operations
(1) Consolidated NTV represents the sum of NTV from services and NTV from Native. NTV from services represents the monetary value paid
by consumers towards services availed on our platform (gross of taxes, net of discounts, across the Urban Company consumer application,
mobile website, net of cancellations). It does not separately include revenue from sale of products sold by us to service professionals as
the amount charged to the consumer includes the cost of products to be used during service delivery. Further, it does not include tips
given to service professionals by consumers. NTV from Native represents the monetary value of Native products (i.e., water purifiers and
electronic door locks) paid by consumers across the Urban Company consumer application, mobile website, third party e-commerce sites
and third-party retail stores. The price of the products sold on third party e-commerce sites and third-party retail stores are assumed to
be same as price of the products sold on Urban Company consumer application (gross of taxes across the Urban Company consumer
application, mobile website, third-party e-commerce sites and third-party retail stores, net of order cancellations/ returns and discounts,
gross of channel commissions).

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The following table sets forth certain key financial and operational parameters for the periods indicated:

Metric Unit As at and for the three As at and for Fiscal ended March 31,
months ended June 30,
2025 2024 2025 2024 2023
Consolidated Business
Net Transaction Value (1) in ₹ million 10,306.06 8,591.82 32,709.14 25,639.05 20,779.49
Revenue from operations (2) in ₹ million 3,672.67 2,808.56 11,444.65 8,280.18 6,365.97
Contribution margin (3) % of NTV 19.67% 19.17% 19.53% 18.81% 16.51%
Adjusted EBITDA (4) in ₹ million 210.71 48.18 120.91 (1,190.12) (2,976.92)
Adjusted EBITDA Margin (as a % % of NTV 2.04% 0.56% 0.37% (4.64)% (14.33)%
of NTV) (5)
Adjusted EBITDA Margin (as a % % of 5.74% 1.72% 1.06% (14.37)% (46.76)%
of revenue from operations) (6) revenue
from
operations
Restated profit/ (loss) before tax (7)
in ₹ million 56.35 126.21 285.53 (927.27) (3,124.42)
Deferred tax credit (8) in ₹ million 13.03 - 2,112.12 - -
Restated profit/ (loss) (9) in ₹ million 69.38 126.21 2,397.65 (927.72) (3,124.84)
Annual transacting consumers (10) in million 7.02 6.04 6.78 5.75 4.93
Average monthly active service in number 54,347 50,992 47,833 46,012 42,523
professionals (11)
India (India consumer services and Native segments)
Net Transaction Value (1) in ₹ million 8,957.52 7,643.74 28,227.08 22,533.76 18,096.92
Revenue from India consumer in ₹ million 3,313.73 2,492.86 9,974.16 7,382.87 5,738.45
services and Native (2)
Adjusted EBITDA(4) in ₹ million 237.43 210.34 489.10 (357.96) (1,767.67)
Adjusted EBITDA Margin (as a % % of NTV 2.65% 2.75% 1.73% (1.59)% (9.77)%
of NTV) (5)
Adjusted EBITDA Margin (as a % % of 7.17% 8.44% 4.90% (4.85)% (30.80)%
of revenue from operations) (6) revenue
from
operations
India consumer services segment
Net Transaction Value (1) in ₹ million 8,166.37 7,401.21 26,671.95 22,155.82 18,051.92
Revenue from operations (2) in ₹ million 2,718.27 2,310.47 8,813.93 7,095.16 5,700.31
Revenue from India consumer in ₹ million 2,224.26 1,907.96 6,948.22 5,627.68 4,355.67
services – Services
Revenue from India consumer in ₹ million 494.01 402.51 1,865.71 1,467.48 1,344.64
services – Products
Contribution margin (3) % of NTV 20.29% 19.72% 20.20% 19.62% 17.73%
Adjusted EBITDA (4) in ₹ million 327.84 296.71 879.33 (101.08) (1,755.17)
Adjusted EBITDA Margin (as a % % of NTV 4.01% 4.01% 3.30% (0.46)% (9.72)%
of NTV) (5) (12)
Adjusted EBITDA Margin (as a % % of 12.06% 12.84% 9.98% (1.42)% (30.79)%
of revenue from operations) (6) revenue
from
operations
Annual transacting consumers (10) in million 6.78 5.86 6.54 5.59 4.76
Average monthly active service in number 51,875 48,983 45,619 44,464 41,177
professionals (11)
Native segment
Net Transaction Value (1) in ₹ million 791.15 242.53 1,555.13 377.94 45.01
Revenue from operations (2) in ₹ million 595.46 182.39 1,160.23 287.71 38.14
Adjusted EBITDA (4) in ₹ million (90.41) (86.37) (390.23) (256.88) (12.50)
Adjusted EBITDA Margin (as a % % of NTV (11.43)% (35.61)% (25.09)% (67.97)% (27.77)%
of NTV) (5)
Adjusted EBITDA Margin (as a % % of (15.18)% (47.35)% (33.63)% (89.28)% (32.77)%
of revenue from operations) (6) revenue
from
operations
International business segment
Net Transaction Value (1) in ₹ million 1,348.54 948.08 4,482.06 3,105.29 2,682.57
Revenue from operations (2) in ₹ million 358.94 315.70 1,470.49 897.31 627.52
Contribution margin (3) % of NTV 17.47% 18.12% 19.03% 14.50% 8.35%

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 Metric Unit As at and for the three As at and for Fiscal ended March 31,
months ended June 30,
2025 2024 2025 2024 2023
Adjusted EBITDA (4) in ₹ million (26.72) (162.16) (368.19) (832.16) (1,209.25)
Adjusted EBITDA Margin (as a % % of NTV (1.98)% (17.10)% (8.21)% (26.80)% (45.08)%
of NTV) (5)
Adjusted EBITDA Margin (as a % % of (7.44)% (51.37)% (25.04)% (92.74)% (192.70)%
of revenue from operations) (6) revenue
from
operations
Annual transacting consumers (10) in ₹ million 0.25 0.18 0.24 0.17 0.17
Average monthly active service in number 2,472 2,009 2,215 1,548 1,346
professionals (11)
Notes:
(1) Net Transaction Value (“NTV”) represents the sum of NTV from services and NTV from Native. NTV from services represents the
monetary value paid by consumers towards services availed on our platform (gross of taxes, net of discounts, across the Urban
Company consumer application, mobile website, net of cancellations). It does not separately include revenue from sale of products
sold by us to service professionals as the amount charged to the consumer includes the cost of products to be used during service
delivery. Further, it does not include tips given to service professionals by consumers. NTV from Native represents the monetary value
of Native products (i.e., water purifiers and electronic door locks) paid by consumers across the Urban Company consumer application,
mobile website, third party e-commerce sites and third-party retail stores. The price of the products sold on third party e-commerce
sites and third-party retail stores are assumed to be same as price of the products sold on Urban Company consumer application (gross
of taxes across the Urban Company consumer application, mobile website and third-party e-commerce sites and third-party retail
stores, net of order cancellations/ returns and discounts, gross of channel commissions).
(2) Revenue from operations is as disclosed in the Restated Consolidated Financial Information. Segment revenue of “India consumer
services”, “Native” and “International business” is as per the segment revenue stated in note no. 42 in the Restated Consolidated
Financial Information.
(3) Contribution margin represents contribution profit as a percentage of NTV. Contribution profit represents the revenue from operations
less (i) cost of providing services where our Company is the service provider, (ii) cost of goods sold, (iii) certain other direct costs
namely, payment gateway charges, communication costs and minimum guarantee payouts, (iv) support costs and refunds, (v) logistics
costs, and (vi) cloud hosting costs.
(4) Adjusted EBITDA is defined as restated profit/ (loss) before tax less other income, plus finance costs, depreciation and amortisation
expense, share based payment expense, inventory loss on account of fire, listing expenses and share of net loss of joint venture
accounted for using equity method, and less payment of lease liabilities. For further details, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures – Restated profit/(loss) to Adjusted
EBITDA” on page 249.
(5) Adjusted EBITDA margin (as a % of NTV) is defined as Adjusted EBITDA as a percentage of NTV.
(6) Adjusted EBITDA margin (as a % of revenue from operations) is defined as Adjusted EBITDA as a percentage of Revenue from
Operations.
(7) Restated profit/ (loss) before tax is as disclosed in the Restated Consolidated Financial Information.
(8) Deferred tax credit is as disclosed in the Restated Consolidated Financial Information.
(9) Restated profit/ (loss) is as disclosed in the Restated Consolidated Financial Information.
(10) Annual transacting consumers represents the total number of unique consumers who have availed at least one service or more in the
trailing 12 month period prior to the end of the reporting period.
(11) Average monthly active service professionals represent the service professionals who have delivered at least one service during a given
month. This figure is calculated by averaging the number of such service professionals across all months in a specified period / year.
This figure does not include the additional personnel hired by the service professionals.
(12) The adjusted EBITDA margin (excluding InstaHelp) for the India consumer services segment, which is calculated by excluding the loss
on account of InstaHelp from the adjusted EBITDA Margin (as a % of NTV) for the India consumer services segment, was 5.22% for
the three months ended June 30, 2025.

For reconciliation of non-GAAP measures, see “Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Non-GAAP Financial Measures” on page 406. Please also see “Risk Factors – We
have presented certain supplemental information of our performance which is not prepared under or required
under Ind AS” and “Risk Factors – Certain of our operational metrics are tracked using internal systems and
tools and as a result are subject to inherent challenges in measurement which may adversely affect our business
and reputation” on pages 67 and 68, respectively.

Factors Affecting Our Results of Operations and Financial Condition

Ability to expand our annual transacting consumer base by retaining existing consumers and acquiring new
consumers as well as growing our NTV and services spend per annual transacting consumer

Our success, our NTV, and revenue growth are dependent on our ability to retain existing consumers and to attract
new consumers to use our marketplace to book services and solutions at home. As on June 30, 2025, 14.59 million
consumers across India and our international markets have transacted on our marketplace at least once since the
date of incorporation of our Company. Out of these consumers, nearly 6.81 million consumers, i.e., 46.67% of
total consumers, have been onboarded between July 1, 2022 and June 30, 2025.

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We operate our platform at a hyperlocal level to minimize the travel distances for the service professionals and
ensure faster fulfilment times for our consumers. For further details, see “Our Business – Our Competitive
Strengths – Our multi-category, hyperlocal, home services marketplace benefits from network effects” on page
223. Our existing consumers have demonstrated loyalty to our platform. For the three months ended June 30, 2025
and 2024 and Fiscals 2025, 2024 and 2023, transactions booked by our existing consumers, i.e., unique users who
have availed their first service on our platform more than 12 months before the specified date, accounted for over
70.00% of the total NTV recorded on our platform.

As a result, our annual transacting consumer base and services spend per annual transacting consumer has
increased steadily in the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023. The
following table sets forth the number of annual transacting consumers and services spend per annual transacting
consumer for the periods indicated:

Particulars Unit For three months For Fiscal

ended June 30,
2025 2024 2025 2024 2023
Annual transacting consumers (1) in million 7.02 6.04 6.78 5.75 4.93
– India consumer services in million 6.78 5.86 6.54 5.59 4.76
– International business in million 0.25 0.18 0.24 0.17 0.17
Services spend per annual in ₹ 2,590 2,505 4,595 4,384 4,201
transacting consumer in the period/
year (2)
– India consumer services (3) in ₹ 2,274 2,263 4,079 3,959 3,786
Notes:
(1) Annual transacting consumers represent the total number of unique consumers who have availed at least one service or more in
the trailing 12 months prior to the end of the reporting period.
(2) Services spend per annual transacting consumer in the period/ year represents the NTV for services for the reporting period divided
by annual transacting consumers.
(3) Services spend per annual transacting consumer for the three month period is computed as consumer services spend for the three
month period divided by the annual transacting users who availed at least one service or more in the relevant period.

The following table reflects our consumer retention based on NTV for our India and international consumer
services business (excluding Native products), across cohorts as they age, based on Fiscal:
Fiscal 2018 2019 2020 2021 2022 2023 2024 2025
2018 1.00 1.01 1.17 0.89 1.21 1.53 1.62 1.75
2019 1.00 1.01 0.70 0.91 1.13 1.20 1.29
2020 1.00 0.59 0.71 0.82 0.87 0.94
2021 1.00 0.82 0.78 0.79 0.84
2022 1.00 0.75 0.70 0.73
2023 1.00 0.74 0.71
2024 1.00 0.77
2025 1.00
Note:
The above table considers NTV from our joint venture in the Kingdom of Saudi Arabia (“KSA JV”) from January 1, 2025 to March 31, 2025
for ease of comparison across cohorts. We do not include NTV from our KSA JV in the NTV for our consolidated business in our Key
Performance Indicators with effect from January 1, 2025.

Each cohort represents consumers who place their first order on our platform in a given calendar Fiscal. For
example, the cohort for Fiscal 2018 includes all consumers that placed their first order on our platform in Fiscal
2018 and have collectively increased the NTV spend on our platform to 175% by Fiscal 2025. As consumers
utilize our services on our platform more frequently, the NTV generated by each cohort has also grown over the
periods indicating our consumers’ propensity to spend more on our platform with increasing habit formation
tendencies. For further details in relation to the consumer retention basis NTV, based on calendar year and Fiscal,
see “Our Business – Our Competitive Strengths – Established brand trusted by consumers” and “Our Business
- Description of Our Business and Operations” on pages 225 and 239.

Our retained consumers, i.e., existing consumers who have again availed services on our platform during the 12-
month period prior to the specified date, show a consistent pattern of expanding service category use and
engagement as they spend more time on the platform. As at March 31, 2025, the lifetime category adoption by
our retained consumers in India exceeds five super categories by the end of their seventh Fiscal on the platform,
as highlighted in the chart below (based on Fiscal):

Fiscal 2018 2019 2020 2021 2022 2023 2024 2025

2018 1.25 2.36 3.11 3.91 4.40 4.84 5.25 5.59

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 Fiscal 2018 2019 2020 2021 2022 2023 2024 2025
2019 1.31 2.47 3.32 3.84 4.28 4.70 5.07
2020 1.36 2.60 3.18 3.64 4.07 4.44
2021 1.37 2.55 3.20 3.69 4.08
2022 1.36 2.50 3.06 3.51
2023 1.34 2.44 2.97
2024 1.33 2.38
2025 1.31

For further details in relation to the lifetime category adoption by our retained consumers based on calendar year,
see “Our Business – Description of Our Business and Operations – Consumer retention” on page 247.

In line with our growth in NTV, our revenue from operations has increased to ₹3,672.67 million in the three
months ended June 30, 2025 from ₹2,808.56 million in the three months ended June 30, 2024 and to ₹11,444.65
million in Fiscal 2025 from ₹8,280.18 million in Fiscal 2024 and ₹6,365.97 million in Fiscal 2023.

Ability to retain and grow the number of service professionals operating on our platform

To retain and grow the number of independent service professionals operating on our platform, we are committed
to empowering the service professionals through a comprehensive, full stack approach. This includes providing
detailed in-house training, established standard operating procedures, access to technology, products, third party
financing, insurance, and branding assistance. The in-house training and upskilling initiatives for the service
professionals are designed to support them in delivering quality consumer experience at scale. Our service training
program primarily covers four aspects, i.e., new service professional training, new product launch training,
customized retraining and upskill training. For further details, see “Our Business – Description of our Business
and Operations – Focus on Enablement of Service Professionals” on page 244. As more service professionals
join our platform, we incur expenses for arranging training classrooms, engaging third party trainers and
developing training materials. We have implemented several initiatives aimed at enhancing operational efficiency
and reducing costs. One such initiative has been the optimization of our training classrooms and trainers by
building in technological features to allocate rooms and trainers and streamlining our training team’s workflows,
which have contributed to a decrease in our service professionals onboarding costs as a percentage of revenue
from operations from Fiscal 2023 to Fiscal 2025. Our service professionals onboarding costs as a percentage of
revenue from operations increased from three months ended June 30, 2024 to three months ended June 30, 2025
as we onboarded additional service professionals for our new InstaHelp offering, see “Risk Factors – We have
incurred net losses and negative operating cash flows in the past. If we are unable to generate adequate revenue
growth and increase cost-efficiency, we may not be able to generate positive operating cash flows and maintain
profitability in the future, and our viability as an operating business will be adversely affected” on page 33 for
further details. The table below sets out the service professionals onboarding costs for the periods indicated:

Particular Unit Three months ended June Fiscal

30,
2025 2024 2025 2024 2023
Service professionals in ₹ million 513.10 377.88 1,580.61 1,373.08 1,487.30
onboarding costs (1)
Service professionals % 23.07% 19.81% 22.75% 24.40% 34.15%
onboarding costs as a % of
India Consumer Services
revenue from operations
Note:
(1) Service professionals onboarding costs are the sum of rental expenses towards our training classrooms (on an accrual basis), expenses
towards training team salaries and their overhead expenses, the cost of materials consumed during the onboarding process, service
professional referral costs, service professional onboarding linked communication costs and other search related costs.

Our focus on improving the utilization and earnings of the service professionals has helped increase the value of
transactions from repeat service professionals, i.e., service professionals who delivered their first service on the
platform prior to the reporting period as a percentage of NTV for our India operations, which increased to 83.55%
in Fiscal 2025 from 73.16% in Fiscal 2023.

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Further, the number of service professionals on our platform affects our revenue from operations and expenses.
We offer incentives to service professionals to ensure their availability on our platform and to maintain their
service quality. The table sets forth the incentives given to service professionals for the periods indicated:

Particular Unit Three months ended Fiscal

June 30,
2025 2024 2025 2024 2023
Incentive to service professionals in ₹ million 239.56 210.99 754.25 628.39 473.16
Incentive to service professionals as a % 6.52% 7.51% 6.59% 7.59% 7.43%
percentage of revenue from operations

These initiatives have resulted in an increase in the average monthly active service professionals on our platform
in the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023. The following table sets forth
the number of average monthly active service professionals for the periods indicated:

Particular Unit Three months ended Fiscal

June 30,
2025 2024 2025 2024 2023
Average monthly active service in number 54,347 50,992 47,833 46,012 42,523
professionals (1)
Note:
(1) Average monthly active service professionals represent the service professionals who have delivered at least one service during a
given month. This figure is calculated by averaging the number of such service professionals across all months in specified period
/ year. This figure does not include the personnel hired by the service professionals.

The number of average monthly active service professionals on our platform also varies due to seasonality. For
example, as shown in the table above, the numbers of average monthly active service professionals on our platform
for the three months ended June 30, 2025 and June 30, 2024 were higher than those for Fiscals 2025, 2024 and
2023, as the demand for our air conditioner cleaning services and refrigerator repair services (the “Summer
Service Categories”) typically increases in the first quarter of a fiscal year (April to June) leading up to summer.
However, there is no assurance that such seasonality pattern would recur and that we could retain and grow the
number of service professionals in the future. See “Risk Factors – Our business is subject to seasonality, which
may result in seasonal fluctuations in operating results and cash flows” and “– Seasonality of Business” on
pages 58 and 432 for further details.

Ability to maintain the strength of our brands, including ‘Urban Company’ and to expand our service and
products offerings

Our ability to increase our NTV and revenue from operations is directly linked to the strength of our brands,
including ‘Urban Company’ and to the number of services and product offerings we provide through our platform.
We are committed to maintaining and enhancing consumers’ trust in us to expand our consumer base and increase
their engagement with our services and product offerings. We have since inception increased our range of service
offerings and currently offer a range of services across India and international markets.

For example, we launched InstaHelp in January 2025, as a part of our India consumer services segment. We
undertook substantial investments for the launch and promotion of InstaHelp including training and onboarding
of service professionals to build a supply pipeline, promoting InstaHelp in the existing and new micro-markets
and enhancing the consumer experience by investing in new technologies and features in InstaHelp. For further
details, see “Our Business – Our Growth Strategies – Launch new product and service offerings – InstaHelp”
on page 235. As a result, the adjusted EBITDA margin for our India consumer services (as a percentage of NTV)
has remained steady at 4.01% of NTV in three months ended June 30, 2025 and three months ended June 30,
2024. The adjusted EBITDA margin (excluding InstaHelp), which is calculated by excluding the loss on account
of InstaHelp from the adjusted EBITDA Margin (as a % of NTV), of the India consumer services segment was
5.22% of NTV for the three months ended June 30, 2025. Please also see “Risk Factors – We have presented
certain supplemental information of our performance which is not prepared under or required under Ind AS”
and “Risk Factors – Certain of our operational metrics are tracked using internal systems and tools and as a
result are subject to inherent challenges in measurement which may adversely affect our business and
reputation” on pages 67 and 68, respectively.

In addition, we launched our Native branded products in Fiscal 2023, which currently include water purifiers and
electronic door locks. Since the launch of Native water purifiers in Fiscal 2023, our revenue from Native products
has increased from ₹ 38.14 million in Fiscal 2023 to ₹ 287.71 million in Fiscal 2024 and ₹1,160.23 million in

413
 Fiscal 2025, and to ₹595.46 million in the three months ended June 30, 2025 from ₹ 182.39 million in the three
months ended June 30, 2024. The warranty claims we receive may also increase as sales of our Native products
increase. Our warranty expenses increased to ₹119.21 million in Fiscal 2025 from ₹ 17.66 million in Fiscal 2024
and nil in Fiscal 2023 and to ₹ 44.09 million in the three months ended June 30, 2025 from ₹ 20.46 million in the
three months ended June 30, 2024. We create a provision for warranty based on our reasonable estimate of
warranty claims over the applicable warranty periods – the provision for warranty increased to ₹ 95.12 million as
at March 31, 2025 from ₹ 14.55 million as at March 31, 2024 and nil as at March 31, 2023 and to ₹115.03 million
as at June 30, 2025 from ₹ 34.86 million as at June 30, 2024. Our warranty expenses and provision for warranty
may further increase as we increase sales of our Native products and expand our service and products offerings.

Cost-Effectiveness of our operations

Our profitability depends on our ability to maintain cost-effective operations and drive operational leverage over
our expenses. Our principal expenses include employee benefits expense, advertisement expenses, sales
promotion expenses and other expenses (excluding advertisement expenses and sales promotion expenses). The
following table sets forth our employee benefits expense, advertisement expenses, sales promotion expenses and
other expenses (excluding advertisement expenses and sales promotion expenses) for the consolidated business
in periods indicated:

Particulars Three months ended June 30, Fiscals

2025 2024 2025 2024 2023
(₹ in (% of (₹ in (% of (₹ in (% of (₹ in (% of (₹ in (% of
million) revenue million) revenue million) revenue million) revenue million) revenue
from from from from from
operations) operations) operations) operations) operations)
Employee 761.87 20.74% 686.88 24.46% 2,775.52 24.25% 2,876.92 34.74% 2,836.26 44.55%
benefits
expense
(excluding
share based
payment
expense)
Advertisement 518.29 14.11% 486.32 17.32% 1,727.55 15.09% 1,731.92 20.92% 1,891.98 29.72%
expenses
Sales 154.23 4.20% 115.10 4.10% 344.28 3.01% 263.71 3.18% 223.12 3.50%
promotion
expenses
Other 1,279.47 34.84% 983.12 35.00% 4,060.92 35.48% 3,010.85 36.36% 3,044.43 47.82%
expenses
(excluding
advertisement
expenses and
sales
promotion
expenses)

We believe that we have significant operating leverage in our operations. As our operations have scaled, we have
achieved cost efficiencies. For instance, our expanding consumer base, which transacts more frequently and across
a wider range of service categories, has enhanced brand awareness of our platform. This increased brand
recognition has, in turn, allowed us to optimize our advertisement and sales promotion expenses, employee
benefits expense (excluding share based payment expense) and other expenses (excluding advertisement expenses
and sales promotion expenses). Additionally, we leverage advanced technology to identify solutions for key
consumer issues, thereby reducing expenses related to consumer support and refunds, and consequently lowering
consumer appeasement and refund costs. Our software expenses include investments in AI which is incorporated
in our platform services, including but not limited to, skin analysis, GenAI-powered chatbots which assist in
solving consumer queries and scheduling support for service professionals, service quality monitoring and fraud
detection. The following table sets forth details of our spending on technology infrastructure for the periods
indicated:

Unit Three months Fiscals

ended June 30,
2025 2024 2025 2024 2023
Spending on Technology Infrastructure

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 Unit Three months Fiscals
ended June 30,
2025 2024 2025 2024 2023
– Software expenses in ₹ million 47.87 32.66 146.08 114.28 124.16
– Payment gateway charges in ₹ million 50.42 44.86 194.42 170.25 164.89
– Bandwidth and hosting charges in ₹ million 86.05 59.54 243.24 203.23 152.25
Total in ₹ million 184.34 137.06 583.74 487.76 441.30
Spending on technology infrastructure as a % % 5.02% 4.88% 5.10% 5.89% 6.93%
of revenue from operations

Employee benefits expense (excluding share based payment expense)

Employee benefits expense (excluding share based payment expense) primarily comprise salaries, wages and
bonus, staff welfare expenses, contribution to provident and other funds and gratuity. These expenses include cash
compensation and other benefits for our frontline business teams, including trainers, category development teams,
technology teams, including engineering, product and data analytics teams, and central corporate function teams,
including marketing, finance and people success teams. We have invested in our employee benefits to attract
strong and entrepreneurial talent to build up our engineering and business capability to drive future business
growth.

Advertisement expenses

Our advertisement expenses primarily include marketing and branding expenses. We incur advertisement
expenses to attract new consumers to our platform and to encourage existing consumers to increase their order
frequency. We have established a robust brand presence and achieved a high level of consumer satisfaction in our
markets. For further details in relation to our average consumer rating, see “Our Business – Our Competitive
Strengths – Established brand trusted by consumers” on page 225. Additionally, a significant portion of our
orders now comes from organic traffic, either from existing consumers or through referrals from existing
consumers. These factors help reduce our advertisement expenses as a percentage of our revenue from operations.

Sales promotion expenses

We periodically offer incentives, discounts and promotions to consumers who have unsatisfactory experience on
our platform in the form of discount coupons or cash credits, which can be applied against the transaction amount.
These incentives are recorded as reductions in the platform service revenue on a transaction-by-transaction basis.
Discounts in excess of revenue earned from the consumer at an individual transaction level are recorded as sales
promotion expenses.

Other expenses (excluding advertisement expenses and sales promotion expenses)

Other expenses (excluding advertisement expenses and sales promotion expenses) consist of, among other
charges, incentive to service professionals, outsourced support expenses, freight and warehousing, bandwidth and
hosting charges, payment gateway charges, cost of services rendered, legal and professional charges. For further
details in relation to other expenses, see “– Results of operations – Three months ended June 30, 2025, compared
to three months ended June 30, 2024 – Total Expenses – Other Expenses”, “– Results of operations – Fiscal
2025 compared to Fiscal 2024 – Total Expenses – Other Expenses” and “– Results of operations – Fiscal 2024
compared to Fiscal 2023 – Total Expenses – Other Expenses” on pages 421, 423 and 425, respectively.

Key components of Income and Expenses

The principal components of income and expenditure are reported in the following manner:

Income

Total income comprises revenue from operations and other income.

Revenue from operations. Our revenue from operations comprises sales of services and sale of products. Our
revenue from sale of services primarily includes income from platform related services as well as consumer
membership and others. The platform fees include (i) platform and assorted fees charged to the consumers when
they book services on our platform and (ii) fees charged to service professionals when they operate on our
platform. The customer membership fees and others include the membership fees charged from consumers who
become members of our customer subscription program and service charges that we collect from service
professionals for recovery of cost towards payment gateway charges and customer support services. The sale of

415
products includes (i) sale of Native products, and (ii) sale of tools and consumables to our service professionals
to be used by them during service delivery to consumers.

We have three business segments. The following paragraphs describe our revenue model for each business
segment. For more details on our business, see “Our Business” starting on page 218.

(a) India consumer services: Our India consumer services segment covers results from operating an online
platform which helps registered consumers to book registered service professionals for home services
and solutions. This segment also covers results from sale of products sold to service professionals for use
during service delivery. This segment only covers India operations.

(b) Native: Our Native segment covers results from sale of our ‘Native’ branded products to consumers
through our application, mobile website, third party e-commerce sites and third-party retail stores in and
outside India.

(c) International business: Our international business segment covers results from operating an online
marketplace which helps registered consumers to search for and hire service professionals for home
services for their household service needs. This segment also includes results from sale of products sold
to service professionals for use during service delivery in Singapore. This segment covers results from
business operations outside India.

The table below sets forth breakdown of our revenue from operations by segments for the three months ended
June 30, 2025, and 2024 and Fiscals 2025, 2024 and 2023:

Unit Three months ended June 30, Fiscals

2025 2024 2025 2024 2023
Revenue from external consumers
India operations in ₹ million 3,313.73 2,492.86 9,974.16 7,382.87 5,738.45
– India consumer services in ₹ million 2,718.27 2,310.47 8,813.93 7,095.16 5,700.31
– Native in ₹ million 595.46 182.39 1,160.23 287.71 38.14
International business in ₹ million 358.94 315.70 1,470.49 897.31 627.52
Revenue from operations in ₹ million 3,672.67 2,808.56 11,444.65 8,280.18 6,365.97

Other income. Other income primarily comprises interest income on financial assets carried at amortised cost, net
gain on sale of mutual funds, fair value gain on mutual funds at FVTPL, unwinding of discount on security
deposits, liability no longer required written back, gain on sale of property, plant and equipment, rent abatement,
net gain on lease modification, interest income on income tax refund, allowance for doubtful recoveries of
advance, net foreign exchange gain / (loss) and miscellaneous income. The net gain on lease modification
primarily pertain to modification of agreements entered into for taking on lease certain offices and warehouses.

Expenses

Total expenses comprise purchases of stock-in-trade, changes in inventories of stock-in-trade, employee benefits
expense, finance costs, depreciation and amortisation expense and other expenses.

Purchases of stock-in-trade. Purchases of stock-in-trade primarily includes costs related to (i) purchase of tools
and consumables that we sell to the service professionals; and (ii) purchase of our ‘Native’ water purifiers and
electronic door locks that we sell to consumers.

Changes in inventories of stock-in-trade. Changes in inventories of stock-in-trade comprises net increase or

decrease in inventory levels of Native water purifiers, electronic door locks, tools and consumables.

Employee benefits expense. Employee benefits expense primarily comprises salaries, wages and bonus,
contribution to provident and other funds, share based payment expense, gratuity and staff welfare expenses.

Finance costs. Finance costs primarily comprise interest on lease liabilities.

Depreciation and amortisation expense. Depreciation and amortisation expense includes depreciation on property,
plant and equipment, depreciation on right-of-use assets and amortisation of intangible assets.

Other expenses. Other expenses primarily comprise advertisement expenses, sales promotion expenses, incentive
to service professionals, software expenses, freight and warehousing, cost of services rendered, payment gateway
charges, bandwidth and hosting charges, training expenses, communication expenses, outsourced support
expenses, electricity expenses, legal and professional charges, lease rent, travelling expenses, warranty expenses

416
and miscellaneous expenses. For further details in relation to the advertisement and sales promotion expense, see
“– Factors Affecting Our Results of Operations and Financial Condition – Cost-Effectiveness of our
operations” on page 414. The cost of services rendered pertains to the payment made to the independent
contractors hired by our Subsidiary, Handy Home Solutions Private Limited, for providing pest control and wall
décor services.

Tax expenses

Income tax expense primarily comprises current tax, income tax for earlier periods/years and deferred tax. Current
tax is the amount of tax payable on the taxable income for the period/year as determined in accordance with the
applicable tax rates and provisions of the applicable tax laws. Income tax for earlier periods/years is the difference
between the income tax liabilities for previous periods/years as determined by the relevant tax authorities and the
income tax actually paid for the same years. Deferred tax is measured based on the applicable tax rates and tax
laws that have been enacted or substantively enacted by the relevant balance sheet date.

Other comprehensive income

Other comprehensive income / (loss) comprises (i) remeasurement of defined benefit plans, and (ii) exchange
difference on translation of foreign operations.

Results of Operations

The following table sets forth select financial data from our Restated Consolidated Statement of Profit and Loss
for the three months ended June 30, 2025 and 2024, and Fiscals 2025, 2024 and 2023, the components of which
are also expressed as a percentage of total revenue from operations for such periods/years.
Particulars Three months ended June 30, Fiscals
2025 2024 2025 2024 2023
(₹ in (% of (₹ in (% of (₹ in (% of (₹ in (% of (₹ in (% of
million) total million) total million) total million) total million) total
revenue revenue revenue revenue revenue
from from from from from
operation operation operation operation operation
s) s) s) s) s)
Income
Revenue 3,672.67 100.00% 2,808.56 100.00% 11,444.65 100.00% 8,280.18 100.00% 6,365.97 100.00%
from
operations
Other 312.20 8.50% 270.83 9.64% 1,162.12 10.15% 999.73 12.07% 896.41 14.08%
income
Total 3,984.87 108.50% 3,079.39 109.64% 12,606.77 110.15% 9,279.91 112.07% 7,262.38 114.08%
income

Expenses
Purchases of 793.49 21.61% 474.48 16.89% 2,253.61 19.69% 1,427.87 17.24% 998.57 15.69%
stock-in-
trade
Changes in (107.58) (2.93)% (58.51) (2.08)% (127.53) (1.11)% (135.34) (1.63)% 79.41 1.25%
inventories
of stock-in-
trade
Inventory 90.47 2.46% - - - - - - - -
loss on
account of
fire
Employee 992.24 27.02% 841.67 29.97% 3,501.22 30.59% 3,448.18 41.64% 3,770.86 59.23%
benefits
expense
Finance 26.83 0.73% 23.02 0.82% 104.75 0.92% 92.00 1.11% 71.92 1.13%
costs
Depreciatio 95.04 2.59% 87.98 3.13% 369.96 3.23% 367.99 4.44% 306.51 4.81%
n and
amortisation
expense
Other 1,951.99 53.15% 1,584.54 56.42% 6,132.75 53.59% 5,006.48 60.46% 5,159.53 81.05%
expenses
Total 3,842.48 104.62% 2,953.18 105.15% 12,234.76 106.90% 10,207.18 123.27% 10,386.80 163.16%
expenses

417
Particulars Three months ended June 30, Fiscals
2025 2024 2025 2024 2023
(₹ in (% of (₹ in (% of (₹ in (% of (₹ in (% of (₹ in (% of
million) total million) total million) total million) total million) total
revenue revenue revenue revenue revenue
from from from from from
operation operation operation operation operation
s) s) s) s) s)
Restated 142.39 3.88% 126.21 4.49% 372.01 3.25% (927.27) (11.20)% (3,124.42) (49.08)%
profit/
(loss)
before
share of net
loss of
investments
accounted
for using
equity
method and
tax

Share of net (86.04) (2.34)% - 0.00% (86.48) (0.76)% - 0.00% - 0.00%

loss of Joint
Venture
accounted
for using the
equity
method

Restated 56.35 1.53% 126.21 4.49% 285.53 2.49% (927.27) (11.20)% (3,124.42) (49.08)%
profit /
(loss)
before tax

Tax expense / (credit)

Current tax - 0.00% - 0.00% - 0.00% 0.45 0.01% 0.31 0.00%
Income tax - 0.00% - 0.00% - 0.00% - 0.00% 0.11 0.00%
for earlier
periods/
years
Deferred tax (13.03) (0.35)% - 0.00% (2,112.12) (18.46)% - 0.00% - 0.00%
Total tax (13.03) (0.35)% - 0.00% (2,112.12) (18.46)% 0.45 0.01% 0.42 0.01%
expense /
(credit)

Restated 69.38 1.89% 126.21 4.49% 2,397.65 20.95% (927.72) (11.20)% (3,124.84) (49.09)%
profit /
(loss)

Other comprehensive income

Items that will not be reclassified to profit or loss
Remeasure 47.17 1.28% (0.55) (0.02)% (16.70) (0.15)% (3.86) (0.05)% 10.59 0.17%
ment of
defined
benefit plans
Income tax (11.89) (0.32)% - 0.00% 5.31 0.05% - 0.00% - 0.00%
effect of
above
Items that will be reclassified to profit or loss
Exchange 3.51 0.10% (0.67) (0.02)% 2.61 0.02% (1.37) (0.02)% 30.51 0.48%
difference
on
translation
of foreign
operations
Restated 38.79 1.06% (1.22) (0.04)% (8.78) (0.08)% (5.23) (0.06)% 41.10 0.65%
other
comprehens
ive income,
net of tax
Restated 108.17 2.95% 124.99 4.45% 2,388.87 20.87% (932.95) (11.27)% (3,083.74) (48.44)%
total
comprehen
sive income

418
Three months ended June 30, 2025, compared to three months ended June 30, 2024

Total Income

Total income increased by 29.40% to ₹3,984.87 million in the three months ended June 30, 2025 from ₹3,079.39
million in the three months ended June 30, 2024, primarily due to an increase in our revenue from operations and
other income.

Revenue from Operations. Revenue from operations increased by 30.77% to ₹3,672.67 million in the three months
ended June 30, 2025 from ₹2,808.56 million in the three months ended June 30, 2024, primarily due to an increase
in (i) sale of platform related services to ₹2,305.15 million in the three months ended June 30, 2025 from ₹1,947.66
million in the three months ended June 30, 2024, (ii) sale of Native products to ₹595.46 million in the three months
ended June 30, 2025 from ₹182.39 million in the three months ended June 30, 2024; and (iii) products sold to
professionals to ₹502.20 million in the three months ended June 30, 2025 from ₹406.41 million in the three months
ended June 30, 2024, and was partially offset by a decrease in customer membership and others to ₹269.86 million
in the three months ended June 30, 2025 from ₹272.10 million in the three months ended June 30, 2024. This
increase was primarily attributable to an increase in revenue across all our business segments:

(a) India consumer services: The revenue from our India consumer services segment increased by
17.65% to ₹2,718.27 million in the three months ended June 30, 2025 from ₹2,310.47 million in the
three months ended June 30, 2024. This was primarily due to an increase in the sale of services in
India to ₹2,224.26 million in the three months ended June 30, 2025 from ₹1,907.96 million in the
three months ended June 30, 2024 and the increase in the sale of products in India to ₹494.01 million
in the three months ended June 30, 2025 from ₹402.51 million in the three months period ended
June 30, 2024. The increase in sale of services was primarily due to an increase in the Indian Services
NTV by 10.34% to ₹8,166.37 million in the three months ended June 30, 2025 from ₹7,401.21
million in the three months ended June 30, 2024, which was primarily driven by an increase in the
number of annual transacting consumers for the India consumer services segment by 15.70% to 6.78
million in the three months ended June 30, 2025 from 5.86 million in the three months ended June
30, 2024 primarily through higher penetration in the existing cities.

Our revenues in our India consumer services segment were offset by a reduced relative revenue
contribution of the Summer Service Categories to our India Consumer Services – services in the
period to 23.60% of the revenue from operations from India consumer services – services in the
three months ended June 30, 2025 from 28.17% of revenue from operations from India consumer
services – services in the three months ended June 30, 2024, as parts of India experienced unseasonal
rains and resultant lower temperatures for most of the quarter. For further details, see “Our Business
– Development in the Three Months ended June 30, 2025”, “Risk Factors – Our business is subject
to seasonality, which may result in seasonal fluctuations in operating results and cash flows” and
“– Seasonality of Business” on pages 223, 58 and 432, respectively; and

(b) Native: The revenue from the sale of our Native products increased by 226.48% to ₹595.46 million in
the three months ended June 30, 2025 from ₹182.39 million in the three months ended June 30, 2024,
primarily due to an increase in the sale of our ‘Native’ brand water purifiers on third party e-commerce
channels and our marketplace.

(c) International business: The revenue from our international business segment increased by 13.70% to
₹358.94 million in the three months ended June 30, 2025 from ₹315.70 million in the three months ended
June 30, 2024, which was primarily due to an increase in the sale of services to ₹350.75 million in the
three months ended June 30, 2025 from ₹311.80 million in the three months ended June 30, 2024.

This was primarily driven by an increase in NTV of the international business (the “International NTV”)
by 42.24% to ₹1,348.54 million in the three months ended June 30, 2025 from ₹948.08 million in the
three months ended June 30, 2024, which was primarily due to an increase in the number of annual
transacting consumers in the international markets where we operate to 0.25 million as at June 30, 2025
from 0.18 million as at June 30, 2024. As we have transitioned our operations in KSA to a joint venture
with effect from January 1, 2025, we have since then accounted for our KSA joint venture using the
equity method and recognized our share of loss from the joint venture for the fourth quarter of Fiscal
2025 and three months ended June 30, 2025, instead of recognizing the contribution of our KSA
operations under the international business segment as was done for the prior periods of Fiscals 2023 and
2024, three months ended June 30, 2024 and nine months ended December 31, 2024. As a result of the

419
 change in accounting method, the financial performance of the Joint Venture since January 1, 2025 would
not be directly comparable with its performance in the prior periods as presented in this Red Herring
Prospectus. See “Risk Factors – We conduct our operations in the Kingdom of Saudi Arabia through
a Joint Venture and our control over the Joint Venture is limited by our shareholding therein and the
joint venture agreement. If the Joint Venture fails to achieve or maintain profitability, our business,
results of operation and financial condition may be materially and adversely affected” on page 72 for
further details.

Other income. Other income increased by 15.28% to ₹312.20 million in the three months ended June 30, 2025
from ₹270.83 million in the three months ended June 30, 2024, primarily due to an increase in (i) the interest
income on bonds and zero coupon bonds to ₹108.30 million in the three months ended June 30, 2025 from ₹64.79
million in the three months ended June 30, 2024, which was primarily due to increased principal amount of our
bonds and zero coupon bonds; and (ii) the interest income on corporate fixed deposits to ₹97.46 million in the
three months ended June 30, 2025 from ₹73.83 million in the three months ended June 30, 2024, which was
primarily due to increased principal amount of our corporate fixed deposits. This was partially offset by a decrease
in the interest income on bank fixed deposits to ₹98.28 million in the three months ended June 30, 2025 from
₹106.30 million in the three months ended June 30, 2024.

Total expenses

Total expenses increased by 30.11% to ₹3,842.48 million in the three months ended June 30, 2025 from ₹2,953.18
million in the three months ended June 30, 2024. This increase was primarily due to an increase in purchases of
stock-in-trade, inventory loss on account of fire, employee benefits expense and other expenses, some of which
are attributable to the launch and development of our new InstaHelp offering. This was partially offset by a
decrease in changes in inventories of stock-in-trade.

Purchases of stock-in-trade. Purchases of stock-in-trade increased by 67.23% to ₹793.49 million in the three
months ended June 30, 2025 from ₹474.48 million in the three months ended June 30, 2024. The increase was
primarily due to an increase in the purchase of Native branded products from third party contract manufacturers
linked to the scaling up of sales of our Native branded products, due to sale of these products on third party e-
commerce channels and our marketplace. There was also an increase in the purchases of products for sales to the
service professionals, which was primarily driven by increased demand from consumers on our platform.

Inventory loss on account of fire. Inventory loss on account of fire was ₹90.47 million in the three months ended
June 30, 2025 as compared to nil in the three months ended June 30, 2024, primarily attributable to a fire incident
in May 2025 at a third party warehouse in Bhiwandi, Mumbai which stored inventory of our products for sales to
the service professionals and our Native products. We have subsequently made an insurance claim of ₹ 89.40
million for the foregoing inventory loss.

Changes in inventories of stock-in-trade. Changes in inventories of stock-in-trade was an increase in inventories

of ₹107.58 million in the three months ended June 30, 2025 as compared to an increase in inventories of ₹58.51
million in the three months ended June 30, 2024, primarily attributable to a higher closing inventory of Native
brand products and products for sales to the service professionals in the three months ended June 30, 2025 as
compared to the three months ended June 30, 2024.

Employee benefits expense. Employee benefits expense increased by 17.89% to ₹992.24 million in the three
months ended June 30, 2025 from ₹841.67 million in the three months ended June 30, 2024, which was primarily
due to (i) an increase in the share based payment expense to ₹230.37 million in the three months ended June 30,
2025 from ₹154.79 million in the three months ended June 30, 2024 due to an increase in the number of grants
and increase in valuation of grants under the ESOP - 2015 and ESOP – 2022 and (ii) an increase in salaries, wages
and bonus to ₹695.70 million in the three months ended June 30, 2025 from ₹630.47 million in the three months
ended June 30, 2024, which was primarily due to an increase in headcount in the three months ended June 30,
2025 to support the overall business growth and in particular, the launch and development of InstaHelp.

Finance costs. Finance costs, primarily comprising interest on lease liabilities, increased by 16.55% to ₹26.83
million in the three months ended June 30, 2025 from ₹23.02 million in the three months ended June 30, 2024.
The increase was primarily attributable to the increase in interest rate on leases to 9.56% in the three months ended
June 30, 2025 from 9.25% in the three months ended June 30, 2024 and addition of new leases during the three
months ended June 30, 2025.

Depreciation and amortisation expense. Depreciation and amortisation expense increased by 8.02% to ₹95.04
million in the three months ended June 30, 2025 from ₹87.98 million in the three months ended June 30, 2024,

420
which was primarily due to an increase in depreciation of right-of-use assets to ₹70.58 million in the three months
ended June 30, 2025 from ₹61.86 million in the three months ended June 30, 2024, as we entered into 12 new
leases in Fiscal 2025 and four new leases in the three months ended June 30, 2025.

Other expenses. Other expenses increased by 23.19% to ₹1,951.99 million in the three months ended June 30,
2025 from ₹1,584.54 million in the three months ended June 30, 2024, which was primarily due to an increase in:

(a) advertisement expenses by 6.57% to ₹518.29 million in the three months ended June 30, 2025 from
₹486.32 million in the three months ended June 30, 2024, as a result of an increase in our marketing
and branding initiatives for our Native products and for our new InstaHelp offering which was
launched in January 2025;

(b) sales promotion expenses by 34.00% to ₹154.23 million in the three months ended June 30, 2025
from ₹115.10 million in the three months ended June 30, 2024, primarily due to increase in goodwill
refunds to consumers;

(c) incentive to service professionals by 13.54% to ₹239.56 million in the three months ended June 30,
2025 from ₹210.99 million in the three months ended June 30, 2024, in order to improve service
professionals’ availability on our platform for both our existing offerings and our new InstaHelp
offering launched in January 2025, and to improve their service quality;

(d) outsourced support expenses by 34.05% to ₹288.24 million in the three months ended June 30, 2025
from ₹215.03 million in the three months ended June 30, 2024, primarily due to an increase in the
usage of outsourced support services as our annual transacting consumer base increased and as we
onboarded more service professionals including service professionals for our new InstaHelp
offering, coupled with an increase in the amount spent to improve the quality of consumer support;

(e) training expenses by 200.44% to ₹48.13 million in the three months ended June 30, 2025 from
₹16.02 million in the three months ended June 30, 2024, primarily due to the increase in number of
average monthly active service professionals to 54,347 as at June 30, 2025 from 50,992 as at June
30, 2024;

(f) freight and warehousing by 55.40% to ₹110.71 million in the three months ended June 30, 2025
from ₹71.24 million in the three months ended June 30, 2024, as a result of increased utilization of
third-party delivery service providers which was driven by increased sales of Native products;

(g) bandwidth and hosting charges by 44.52% to ₹86.05 million in the three months ended June 30,
2025 from ₹59.54 million in the three months ended June 30, 2024, in line with our growth in NTV;

(h) warranty expenses by 115.49% to ₹44.09 million in the three months ended June 30, 2025 from
₹20.46 million in the three months ended June 30, 2024, as a result of increased sales of our Native
products; and

(i) travelling expenses by 76.87% to ₹53.61 million in the three months ended June 30, 2025 from
₹30.31 million in the three months ended June 30, 2024, primarily due to increased travel to develop
our Native business, launch of InstaHelp and preparation for the Offer.

Share of net loss of joint venture accounted for using the equity method

Our share of net loss of joint venture accounted for using the equity method, representing our share of profit /
(loss) from our KSA joint venture, was a net loss of ₹86.04 million for the three months ended June 30, 2025 as
compared to nil for the three months ended June 30, 2024. The loss from our KSA joint venture was primarily
due to scaling of business operation, incentives paid to maintain service professionals’ availability and marketing
expenses. We did not record any share of net profit/ (loss) of joint venture for the three months ended June 30,
2024, as we have migrated our KSA operations to our joint venture since January 1, 2025, and have accounted for
our share of profit/ (loss) from our KSA joint venture using the equity method since then.

Tax expense/ (credit)

Our total tax credit for the three months ended June 30, 2025 was ₹13.03 million as compared to total tax expense
of nil for the three months ended June 30, 2024. This was primarily attributable to the recognition of deferred tax
relating to origination and reversal of temporary differences for ₹13.03 million for the three months ended June
30, 2025.

421
Restated Profit/(Loss) after Tax for the Period

As a result of the foregoing, we reported a restated profit of ₹69.38 million in the three months ended June 30,
2025, as compared to a restated profit of ₹126.21 million in three months ended June 30, 2024.

Fiscal 2025 compared to Fiscal 2024

Total Income

Total income increased by 35.85% to ₹12,606.77 million in Fiscal 2025 from ₹9,279.91 million in Fiscal 2024,
primarily due to an increase in our revenue from operations and other income.

Revenue from Operations. Revenue from operations increased by 38.22% to ₹11,444.65 million in Fiscal 2025
from ₹8,280.18 million in Fiscal 2024, primarily due to increases in (i) sale of platform related services to
₹7,424.16 million in Fiscal 2025 from ₹5,600.16 million in the Fiscal 2024, (ii) sale of Native products to
₹1,160.23 million in Fiscal 2025 from ₹287.71 million in Fiscal 2024; (iii) customer membership and others to
₹977.53 million in Fiscal 2025 from ₹913.01 million in Fiscal 2024; and (iv) products sold to professionals to
₹1,882.73 million in Fiscal 2025 from ₹1,479.30 million in Fiscal 2024. These increases were primarily
attributable to an increase in revenue across all our business segments:

(a) India consumers services: The revenue from our India consumer services segment increased by 24.22%
to ₹8,813.93 million in Fiscal 2025 from ₹7,095.16 million in Fiscal 2024. This was primarily due to an
increase in the sale of services in India to ₹6,948.22 million in Fiscal 2025 from ₹5,627.68 million in
Fiscal 2024 and the increase in the sale of products in India to ₹1,865.71 million in Fiscal 2025 from
₹1,467.48 million in Fiscal 2024. The increase in sale of services was primarily due to an increase in
Indian Services NTV by 20.38% to ₹26,671.95 million in Fiscal 2025 from ₹22,155.82 million in Fiscal
2024, which was primarily driven by an increase in the number of annual transacting consumers for the
India consumer services segment by 16.99% to 6.54 million in Fiscal 2025 from 5.59 million in Fiscal
2024.

(b) Native: The revenue from the sale of our Native products increased by 303.26% to ₹1,160.23 million in
Fiscal 2025 from ₹287.71 million in Fiscal 2024, primarily due to an increase in the sale of our ‘Native’
brand water purifiers and electronic door locks.

(c) International business: The revenue from our international business segment increased by 63.88% to
₹1,470.49 million in Fiscal 2025 from ₹897.31 million in Fiscal 2024, which was primarily due to an
increase in the sale of services to 63.11% to ₹1,444.28 million in Fiscal 2025 from ₹885.49 million in
Fiscal 2024. This was primarily driven by an increase in the services spend per annual transacting
consumer, as the NTV for our international business increased by 44.34% to ₹4,482.06 million in Fiscal
2025 from ₹3,105.29 million in Fiscal 2024 while the number of annual transacting consumers in the
international markets by 41.18% to 0.24 million in Fiscal 2025 from 0.17 million in Fiscal 2024.

Other income. Other income increased by 16.24% to ₹1,162.12 million in Fiscal 2025 from ₹999.73 million in
Fiscal 2024, primarily due to an increase in interest income on bonds and zero coupon bonds to ₹370.96 million
in Fiscal 2025 from ₹168.89 million in Fiscal 2024 and an increase in interest income on bank fixed deposits to
₹400.95 million in Fiscal 2025 from ₹356.85 million in Fiscal 2024. The increase in interest income on bonds and
zero coupon bonds and bank fixed deposits was attributable to both increases in the interest rates and principal
amounts. This was partially offset by a decrease in interest income on corporate fixed deposits to ₹309.14 million
in Fiscal 2025 from ₹401.38 million in Fiscal 2024 and an increase in net foreign exchange loss of ₹ 7.76 million
in Fiscal 2025 as compared to a net foreign exchange gain of ₹5.83 million in Fiscal 2024, which is primarily
attributable to the foreign exchange rate fluctuations.

Total expenses

Total expenses increased by 19.86% to ₹12,234.76 million in Fiscal 2025 from ₹10,207.18 million in Fiscal 2024.
This increase was primarily due to an increase in purchases of stock-in-trade, employee benefits expense, finance
costs and other expenses.

Purchases of stock-in-trade. Purchases of stock-in-trade increased by 57.83% to ₹2,253.61 million in Fiscal 2025
from ₹1,427.87 million in Fiscal 2024. The increase was primarily due to an increase in the purchase of Native
brand products from third party contract manufacturers linked to the scaling up of sales of our Native brand
products and increase in purchases of products for sales to service professionals. The increase in the purchase of

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products for sales to the service professionals was primarily driven by an increase in the products sold to service
professionals to meet the increased demand from our consumers.

Changes in inventories of stock-in-trade. Changes in inventories of stock-in-trade was an increase in inventories

of ₹127.53 million in Fiscal 2025 as compared to an increase in inventories of ₹ 135.34 million in Fiscal 2024.
This decrease in inventories was primarily due to the scaling up of sales of our Native brand products due to the
sale of these products on third party e-commerce channels and our marketplace.

Employee benefits expense. Employee benefits expense increased by 1.54% to ₹3,501.22 million in Fiscal 2025
from ₹3,448.18 million in Fiscal 2024, which was primarily due to an increase in share based payment expense
by 27.03% to ₹725.70 million in Fiscal 2025 from ₹571.26 million in Fiscal 2024, as a result of an increase in
valuation of grants under the ESOP - 2015 and ESOP – 2022. This was partially offset by a decrease in salaries,
wages and bonus by 3.25% to ₹2,528.13 million in Fiscal 2025 from ₹2,613.06 million in Fiscal 2024 and a
decrease in staff welfare expenses by 28.23% to ₹97.46 million in Fiscal 2025 from ₹135.80 million in Fiscal
2024, primarily due to the winding-up of certain of our international subsidiaries.

Finance costs. Finance costs, primarily comprising interest on lease liabilities, increased by 13.86% to ₹104.75
million in Fiscal 2025 from ₹92.00 million in Fiscal 2024. The increase was primarily attributable to the increase
in the interest rate on leases to 9.56% in Fiscal 2025 from 9.25% in Fiscal 2024.

Depreciation and amortisation expense. Depreciation and amortisation expense remained stable at ₹369.96
million in Fiscal 2025 as compared to ₹367.99 million in Fiscal 2024, as the increase in depreciation of right-of-
use assets to ₹264.77 million in Fiscal 2025 from ₹248.12 million in Fiscal 2024 was offset by a decrease in
depreciation of property, plant and equipment to ₹103.83 million in Fiscal 2025 from ₹116.98 million in Fiscal
2024.

Other expenses. Other expenses increased by 22.50% to ₹6,132.75 million in Fiscal 2025 from ₹5,006.48 million
in Fiscal 2024, which was primarily due to an increase in:

(a) warranty expenses by 575.03% to ₹119.21 million in Fiscal 2025 from ₹17.66 million in Fiscal 2024, in
line with growth in our Native NTV by 311.48% to ₹1,555.13 million in Fiscal 2025 from ₹377.94
million in Fiscal 2024;

(b) incentive to service professionals by 20.03% to ₹754.25 million in Fiscal 2025 from ₹628.39 million in
Fiscal 2024, in order to improve service professionals’ availability on our platform and improve their
service quality;

(c) outsourced support expenses by 37.30% to ₹ 859.50 million in Fiscal 2025 from ₹625.98 million in Fiscal
2024, primarily due to an increase in outsourced support services to support the increases in annual
transacting consumers to 6.78 million in Fiscal 2025 from 5.75 million in Fiscal 2024 and services spend
per annual transacting consumer to ₹4,595 in Fiscal 2025 from ₹4,384 in Fiscal 2024;

(d) cost of services rendered by 69.72% to ₹474.79 million in Fiscal 2025 from ₹279.75 million in Fiscal
2024, in order to support the growth in our pest control service category as well as the growth in our
KSA operations up to December 31, 2024. With effect from January 1, 2025, we have migrated our KSA
operations to our joint venture and we no longer consolidate revenues from our operations in KSA, we
have since then accounted for the cost of services rendered to our KSA joint venture using the equity
method instead of including such expenses under other expenses;

(e) freight and warehousing by 74.60% to ₹364.68 million in Fiscal 2025 from ₹208.87 million in Fiscal
2024, as a result of increased utilization of third-party delivery service providers which was driven by
increased sales of Native products;

(f) bandwidth and hosting charges by 19.69% to ₹243.24 million in Fiscal 2025 from ₹203.23 million in
Fiscal 2024, our growth in NTV;

(g) sales promotion expenses by 30.55% to ₹344.28 million in Fiscal 2025 from ₹263.71 million in Fiscal
2024, primarily due to increase in goodwill refunds to consumers; and

(h) legal and professional charges by 20.69% to ₹215.09 million in Fiscal 2025 from ₹ 178.21 million in
Fiscal 2024, on account of special purpose audits, remuneration and sitting fees of independent directors
and other legal and tax litigation related matters.

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This was partially offset by a decrease in:

• lease rent by 9.04% to ₹60.20 million in Fiscal 2025 from ₹66.18 million in Fiscal 2024, primarily due
to a decrease in short-term leases taken during Fiscal 2025;

• travelling expenses by 8.21% to ₹132.31 million in Fiscal 2025 from ₹144.14 million in Fiscal 2024,
primarily due to a decrease in domestic travel and international travel during Fiscal 2025; and

• partner incentivization plan expense by 82.59% to ₹4.68 million in Fiscal 2025 from ₹26.88 million in
Fiscal 2024, primarily due to discontinuation of the partner incentivization plan during Fiscal 2025.

Share of net loss of joint venture accounted for using the equity method

Our share of net loss of joint venture accounted for using the equity method, representing our share of profit /
(loss) from our KSA joint venture, was a net loss of ₹86.48 million in Fiscal 2025 as compared to nil in Fiscal
2024. The loss from our KSA joint venture was primarily due to scaling of business operation, incentives paid to
maintain service professionals’ availability and marketing expenses. We did not record any share of net profit/
(loss) of joint venture in Fiscal 2024, as we have migrated our KSA operations to our joint venture since January
1, 2025, and have accounted for our share of profit/ (loss) from our KSA joint venture using the equity method
since then.

Tax expense/ (credit)

Our total tax credit in Fiscal 2025 was ₹2,112.12 million as compared to a tax expense of ₹0.45 million in Fiscal
2024. This was attributable to the recognition of deferred tax credit which were on tax losses carried forward from
earlier years and other temporary differences.

Restated Profit/ (Loss) after Tax for the Year

As a result of the foregoing, restated profit for the year was ₹2,397.65 million in Fiscal 2025 as compared to a
restated loss for the year of ₹927.72 million in Fiscal 2024.

Fiscal 2024 compared to Fiscal 2023

Total Income

Total income increased by 27.78% to ₹9,279.91 million in Fiscal 2024 from ₹7,262.38 million in Fiscal 2023,
primarily due to an increase in our revenue from operations and other income.

Revenue from Operations. Revenue from operations increased by 30.07% to ₹ 8,280.18 million in Fiscal 2024
from ₹ 6,365.97 million in Fiscal 2023, primarily due to increases in (i) sale of platform related services to
₹5,600.16 million in the Fiscal 2024 from ₹4,224.55 million in Fiscal 2023, (ii) customer membership and others
to ₹913.01 million in Fiscal 2024 from ₹737.91 million in Fiscal 2023, (iii) sale of Native products to ₹287.71
million in Fiscal 2024 from ₹38.14 million in Fiscal 2023; and (iv) products sold to professionals to ₹1,479.30
million in Fiscal 2024 from ₹1,365.37 million in Fiscal 2023. This increase was primarily attributable to an
increase in revenue across all our business segments:

(a) India consumers services: The revenue from our India consumer services segment increased by 24.47%
to ₹7,095.16 million in Fiscal 2024 from ₹5,700.31 million in Fiscal 2023. This was primarily due to an
increase in the sale of services in India to ₹5,627.68 million in Fiscal 2024 from ₹4,355.67 million in
Fiscal 2023 and the increase in the sale of products in India to ₹1,467.48 million in Fiscal 2024 from
₹1,344.64 million in Fiscal 2023. The increase in sale of services was primarily due to an increase in
Indian Services NTV by 22.73% to ₹22,155.82 million in Fiscal 2024 from ₹18,051.92 million in Fiscal
2023, which was primarily driven by an increase in the number of annual transacting consumers for the
India consumer services segment by 17.44% to 5.59 million in Fiscal 2024 from 4.76 million in Fiscal
2023, and a 4.33% increase in the services spend per annual transacting consumer to ₹3,959 in Fiscal
2024 from ₹3,786 in Fiscal 2023.

(b) Native: The revenue from the sale of our Native products increased by 654.35% to ₹287.71 million in
Fiscal 2024 from ₹38.14 million in Fiscal 2023, primarily due to an increase in the sale of our ‘Native’
brand water purifiers as we commenced selling these products on third party e-commerce channels in
addition to our marketplace in Fiscal 2024.

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(c) International business: The revenue from our international business segment increased by 42.99% to
₹897.31 million in Fiscal 2024 from ₹627.52 million in Fiscal 2023, which was primarily due to an
increase in the sale of services to ₹885.49 million in Fiscal 2024 from ₹606.80 million in Fiscal 2023.
This was primarily driven by an increase in the services spend per annual transacting consumer, as the
NTV for our international business increased by 15.76% to ₹3,105.29 million in Fiscal 2024 from
₹2,682.57 million in Fiscal 2023 while the number of annual transacting consumers in the international
markets remained at 0.17 million in Fiscals 2023 and 2024.

Other income. Other income increased by 11.53% to ₹999.73 million in Fiscal 2024 from ₹896.41 million in
Fiscal 2023, primarily due to an increase in interest income on bank fixed deposits to ₹356.85 million in Fiscal
2024 from ₹198.23 million in Fiscal 2023, and interest income on corporate fixed deposits to ₹401.38 million in
Fiscal 2024 from ₹255.75 million in Fiscal 2023. The increase in interest income on bank fixed deposits and
corporate fixed deposits was primarily attributable to increase in the interest rates and principal amounts. This
was partially offset by a decrease in interest income from bonds and zero coupon bonds to ₹168.89 million in
Fiscal 2024 from ₹277.59 million in Fiscal 2023 and decrease in net gain on lease modification to ₹7.81 million
in Fiscal 2024 from ₹74.64 million in Fiscal 2023 on account of change in lease duration.

Total expenses

Total expenses decreased by 1.73% to ₹10,207.18 million in Fiscal 2024 from ₹10,386.80 million in Fiscal 2023.
This decrease was primarily due to a decrease in employee benefits expense, other expenses and changes in
inventories of stock-in-trade. This was partially offset by an increase in the purchases of stock-in-trade and
depreciation and amortisation expense.

Purchases of stock-in-trade. Purchases of stock-in-trade increased by 42.99% to ₹1,427.87 million in Fiscal 2024
from ₹998.57 million in Fiscal 2023. The increase was primarily due to an increase in the purchase of Native
brand products from third party contract manufacturers linked to the scaling up of sales of our Native brand
products and increase in purchases of products for sales to service professionals. The increase in the purchase of
products for sales to the service professionals was primarily driven by an increase in the products sold to service
professionals to meet the increased demand from our consumers.

Changes in inventories of stock-in-trade. Changes in inventories of stock-in-trade was an increase in inventories

of ₹135.34 million in Fiscal 2024 as compared to a decrease in inventories of ₹ 79.41 million in Fiscal 2023. This
increase in inventories was primarily due to the scaling up of sales of our Native brand products due to the sale of
these products on third party e-commerce channels.

Employee benefits expense. Employee benefits expense decreased by 8.56% to ₹3,448.18 million in Fiscal 2024
from ₹3,770.86 million in Fiscal 2023, which was primarily due to a decrease in share based payment expense by
38.88% to ₹571.26 million in Fiscal 2024 from ₹934.60 million in Fiscal 2023, as a result of a decrease in the
number of grants and change in certain assumptions used to estimate the future vesting of options. This was
partially offset by an increase in salaries, wages and bonus by 2.53% to ₹2,613.06 million in Fiscal 2024 from
₹2,548.69 million in Fiscal 2023, as a result of the salary increments while our headcount remained stable at 1,062
as at March 31, 2024 and 1,060 as at March 31, 2023.

Finance costs. Finance costs, primarily comprising interest on lease liabilities, increased by 27.92% to ₹92.00
million in Fiscal 2024 from ₹71.92 million in Fiscal 2023. The increase was primarily attributable to the increase
in the interest rate on leases to 9.25% in Fiscal 2024 from 8.50% in Fiscal 2023.

Depreciation and amortisation expense. Depreciation and amortisation expense increased by 20.06% to ₹367.99
million in Fiscal 2024 from ₹306.51 million in Fiscal 2023, which was primarily due to an increase in depreciation
of property, plant and equipment to ₹116.98 million in Fiscal 2024 from ₹80.19 million in Fiscal 2023. This was
primarily attributable to acquisition of new assets for our operations during Fiscal 2024.

Other expenses. Other expenses decreased by 2.97% to ₹5,006.48 million in Fiscal 2024 from ₹5,159.53 million
in Fiscal 2023, which was primarily due to a decrease in:

(a) outsourced support expenses by 16.12% to ₹625.98 million in Fiscal 2024 from ₹746.27 million in Fiscal
2023, primarily due to an increase in automation in our consumer and professional support operations;

(b) legal and professional charges by 22.92% to ₹ 178.21 million in Fiscal 2024 from ₹ 231.20 million in
Fiscal 2023, as a result of the one-time fees incurred for trademark application, implementation of
enterprise resource planning (ERP) module and business consultancy in Fiscal 2023;

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(c) lease rent by 42.15% from ₹ 114.40 million in Fiscal 2023 to ₹ 66.18 million in Fiscal 2024, as a result
of the optimization of short term leases for training centers by improving utilization of our training space;
and

(d) training expenses by 32.42% from ₹ 123.64 million in Fiscal 2023 to ₹ 83.56 million in Fiscal 2024, as
a result of the savings in materials used in trainings.

This was partially offset by an increase in:

• incentive to service professionals by 32.81% to ₹628.39 million in Fiscal 2024 from ₹473.16 million in
Fiscal 2023, in order to improve service professionals’ availability on our platform and improve their
service quality;

• cost of services rendered by 18.21% to ₹279.75 million in Fiscal 2024 from ₹236.65 million in Fiscal
2023, primarily due to increase in usage of outsourced services to support the increase in our pest control
operations in the same period; and

• bandwidth and hosting charges by 33.48% to ₹203.23 million in Fiscal 2024 from ₹152.25 million in
Fiscal 2023 to support our business growth.

Restated Loss after Tax for the Year

As a result of the foregoing, restated loss for the year decreased by 70.31% to ₹927.72 million in Fiscal 2024 from
₹3,124.84 million in Fiscal 2023.

Liquidity and Capital Resources

Historically, our primary liquidity requirements have been to fund our operations. We have met these requirements
through cash flows from operations and proceeds from equity financings raised over the years. As at June 30,
2025, we had ₹454.56 million in cash and cash equivalents, ₹4,932.68 million in bank balances other than cash
and cash equivalents, ₹5,633.01 million in investment in non-convertible debentures, ₹107.15 million in
investment in zero coupon bonds, ₹270.55 million in investment in mutual funds and ₹5,060.10 million in
corporate fixed deposits. As at June 30, 2025, we do not have any outstanding borrowings.

We have incurred net losses and negative operating cash flows in the past and may continue to do so in the future,
and as a result, we may require additional capital resources. We believe our existing cash, cash equivalents,
investments, and proceeds from the Offer, will be sufficient to meet our working capital and capital expenditures
needs for at least the next 12 months and beyond. See “Risk Factors – We have incurred net losses and negative
operating cash flows in the past. If we are unable to generate adequate revenue growth and increase cost-
efficiency, we may not be able to generate positive operating cash flows and maintain profitability in the future,
and our viability as an operating business will be adversely affected” on page 33.

We may, however, need additional cash resources in the future to continue to grow and expand our service and
products offerings, or if we experience changes in business conditions or other developments, or if we find and
wish to pursue opportunities for investments, acquisitions, or similar actions. If we determine that our cash
requirements exceed the amount of cash and cash equivalents we have on hand at the time or that at any given
time, we may seek to issue equity or debt securities or obtain credit facilities.

Cash flows and cash and cash equivalents

The following table sets forth our cash flows and cash and cash equivalents for the periods indicated:

Unit Three months ended Fiscals

June 30,
2025 2024 2025 2024 2023
Net cash generated from / (used in) in ₹ million 218.56 100.06 545.58 (855.75) (2,377.98)
operating activities (A)
Net cash generated from / (used in) in ₹ million (293.32) (659.73) (1,994.51) 954.01 2,987.79
investing activities (B)
Net cash generated from / (used in) in ₹ million (81.53) 617.03 1,638.84 (299.06) (252.82)
financing activities (C)
Net increase / (decrease) in cash in ₹ million (156.29) 57.36 189.91 (200.80) 356.99
and cash equivalents (A+B+C)

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Operating activities

Net cash generated from operating activities aggregated to ₹218.56 million for the three months ended June 30,
2025. Restated profit before tax of ₹56.35 million was adjusted primarily for share based payment expense of ₹
230.37 million, depreciation and amortisation expense of ₹95.04 million, share of loss of joint venture of ₹ 86.04
million, inventory loss on account of fire of ₹ 90.47 million which was partially set off by interest income from
bonds and zero coupon bonds of ₹108.30 million, interest income on bank fixed deposits of ₹98.28 million, and
interest income on corporate fixed deposits of ₹97.46 million. Changes in working capital for the three months
ended June 30, 2025, primarily consisted of an increase in trade payables by ₹244.44 million, increase in other
assets by ₹184.89 million, increase in inventories by ₹ 107.76 million and a decrease in other current liabilities
by ₹ 62.30 million.

Net cash generated from operating activities aggregated to ₹100.06 million for the three months ended June 30,
2024. Restated profit before tax of ₹126.21 million was adjusted primarily for share based payment expense of ₹
154.79 million and depreciation and amortisation expense of ₹ 87.98 million, which was partially set off by
interest income on bank fixed deposits of ₹106.30 million, interest income on corporate fixed deposits of ₹ 73.83
million and interest income from bonds and zero coupon bonds of ₹64.79 million. Changes in working capital for
the three months ended June 30, 2024, primarily consisted of decrease in other financial assets by ₹ 103.75 million,
increase in inventories by ₹61.84 million and a decrease in other current liabilities by ₹58.91 million.

Net cash generated from operating activities aggregated to ₹545.58 million in Fiscal 2025. Profit before tax of
₹285.53 million was adjusted primarily for share based payment expense of ₹725.70 million and depreciation and
amortisation expense of ₹369.96 million, which was partially set off by interest income on bank fixed deposits of
₹400.95 million, interest income from bonds and zero coupon bonds of ₹370.96 million and interest income on
corporate fixed deposits of ₹ 309.14 million. Changes in working capital in Fiscal 2025 primarily consisted of an
increase in trade payables of ₹ 178.09 million, other financial liabilities of ₹86.00 million, inventories of ₹125.66
million, trade receivables of ₹ 115.84 million, and other assets of ₹71.54 million.

Net cash used in operating activities aggregated to ₹855.75 million in Fiscal 2024. Restated loss before tax of
₹927.27 million was adjusted primarily for share based payment expense of ₹571.26 million and depreciation and
amortisation expense of ₹367.99 million, which was partially set off by interest income on corporate fixed deposits
of ₹401.38 million, interest income on bank fixed deposits of ₹356.85 million and interest income from bonds and
zero coupon bonds of ₹168.89 million. Changes in working capital in Fiscal 2024 primarily consisted of an
increase in other financial liabilities of ₹286.31 million, trade receivables of ₹104.66 million, inventories of ₹
137.68 million and other financial assets of ₹ 99.64 million.

Net cash used in operating activities aggregated to ₹2,377.98 million in Fiscal 2023. Restated loss before tax of
₹3,124.42 million was adjusted primarily for share based payment expense of ₹934.60 million and depreciation
and amortisation expense of ₹306.51 million, which was partially set off by interest income from bonds and zero
coupon bonds of ₹277.59 million, interest income on corporate fixed deposits of ₹ 255.75 million and interest
income on bank fixed deposits of ₹198.23 million. Changes in working capital in Fiscal 2023 primarily consisted
of an increase in trade payables of ₹149.13 million, trade receivables of ₹85.90 million and other financial assets
of ₹62.19 million.

Investing activities

Net cash used in investing activities aggregated to ₹293.32 million for the three months ended June 30, 2025,
primarily due to an investment in bank fixed deposits of ₹1,459.23 million, purchase of debt instruments – NCDs
and ZCBs of ₹949.76 million, investment in corporate fixed deposits of ₹920.10 million and purchase of mutual
funds of ₹328.33 million. This was partially offset by proceeds from maturity of bank fixed deposits of ₹1,639.13
million, proceeds from maturity of debt instruments – NCDs and ZCBs of ₹625.24 million, proceeds from maturity
of corporate fixed deposits of ₹510.93 million and proceeds from sale of mutual funds of ₹358.32 million for the
three months ended June 30, 2025.

Net cash used in investing activities aggregated to ₹659.73 million for the three months ended June 30, 2024,
primarily due to an investment in bank fixed deposits of ₹1,800.26 million, purchase of debt instruments – NCDs
and ZCBs of ₹1,404.51 million, investment in corporate fixed deposits of ₹770.93 million and purchase of mutual
funds of ₹239.52 million. This was partially offset by proceeds from maturity of bank fixed deposits of ₹2,012.26
million, proceeds from maturity of corporate fixed deposits of ₹1,050.00 million, and proceeds from sale of mutual
funds of ₹280.01 million for the three months ended June 30, 2024.

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Net cash used in investing activities aggregated to ₹1,994.51 million in Fiscal 2025, primarily due to investment
in bank fixed deposits of ₹7,745.19 million, investment in corporate fixed deposits of ₹3,800.93 million, purchase
of mutual funds of ₹1,693.94 million and purchase of debt instruments – NCDs and ZCBs of ₹ 4,819.91 million.
This was partially offset by proceeds from maturity of bank fixed deposits of ₹8,076.44 million, proceeds from
maturity of corporate fixed deposits of ₹3,070.00 million, proceeds from maturity of debt instruments – NCDs
and ZCBs of ₹2,333.62 million and proceeds from sale of mutual funds of ₹1,648.30 million.

Net cash generated from investing activities aggregated to ₹954.01 million in Fiscal 2024, primarily due to
proceeds from maturity of bank fixed deposits of ₹6,225.53 million, proceeds from maturity of corporate fixed
deposits of ₹5,105.00 million, proceeds from maturity of debt instruments – NCDs and ZCBs of ₹3,760.66 million
and proceeds from sale of mutual funds of ₹3,394.97 million. This was partially offset by investment in bank fixed
deposits of ₹8,234.86 million, investment in corporate fixed deposits of ₹3,925.00 million, purchase of mutual
funds of ₹3,204.32 million and purchase of debt instruments – NCDs and ZCBs of ₹ 2,904.62 million in Fiscal
2024.

Net cash generated from investing activities aggregated to ₹2,987.79 million in Fiscal 2023, primarily due to
proceeds from sale of mutual funds of ₹9,686.28 million, proceeds from maturity of bank fixed deposits of
₹8,495.20 million, proceeds from maturity of debt instruments – NCDs and ZCBs of ₹6,892.45 million and
proceeds from maturity of corporate fixed deposits of ₹5,299.99 million. This was partially offset by purchase of
mutual funds of ₹ 9,866.56 million and purchase of debt instruments – NCDs and ZCBs of ₹ 6,546.23 million,
investment in corporate fixed deposits of ₹ 5,755.00 million and an investment in bank fixed deposits of ₹5,387.00
million in Fiscal 2023.

Financing activities

Net cash used in financing activities aggregated to ₹ 81.53 million for the three months ended June 30, 2025,
primarily due to the repayment of lease liabilities of ₹54.70 million and interest paid on lease liabilities of ₹26.83
million.

Net cash generated from financing activities aggregated to ₹617.03 million for the three months ended June 30,
2024, primarily due to the proceeds from partly paid-up equity shares called during the period, for ₹690.02 million,
which was partially offset by repayment of lease liabilities of ₹49.97 million and interest paid on lease liabilities
of ₹23.02 million.

Net cash generated from financing activities aggregated to ₹1,638.84 million in Fiscal 2025, primarily due to the
proceeds from partly paid-up equity shares called during the year, for ₹1,932.53 million, which was partially offset
by repayment of lease liabilities of ₹194.64 million and interest paid on lease liabilities of ₹104.75 million.

Net cash used in financing activities aggregated to ₹299.06 million in Fiscal 2024, primarily due to repayment of
lease liabilities of ₹202.37 million and interest paid on lease liabilities of ₹92.00 million.

Net cash used in financing activities aggregated to ₹252.82 million in Fiscal 2023, primarily due to repayment of
lease liabilities of ₹197.20 million and interest paid on lease liabilities of ₹71.92 million.

Non-GAAP Financial Measures

In addition to our results determined in accordance with Ind AS, we believe the following Non-GAAP measures
are useful to investors in evaluating our operating performance. We use the following Non-GAAP financial
information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe
that Non-GAAP financial information, when taken collectively with financial measures prepared in accordance
with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating
our ongoing operating results and trends and in comparing our financial results with other companies in our
industry because it provides consistency and comparability with past financial performance. However, our
management does not consider these Non-GAAP measures in isolation or as an alternative to financial measures
determined in accordance with Ind AS.

Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as
an analytical tool and should not be considered in isolation or as a substitute for financial information presented
in accordance with Ind AS. Non-GAAP financial information may be different from similarly titled Non-GAAP
measures used by other companies. The principal limitation of these Non-GAAP financial measures is that they
exclude significant expenses and income that are required by Ind AS to be recorded in our financial statements,
as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of
judgment by management about which expenses and income are excluded or included in determining these Non-

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Ind AS financial measures. A reconciliation is provided below for each Non-GAAP financial measure to the most
directly comparable financial measure prepared in accordance with Ind AS. Investors are encouraged to review
the related Ind AS financial measures and the reconciliation of Non-GAAP financial measures to their most
directly able Ind AS financial measures included below and to not rely on any single financial measure to evaluate
our business.

See also “Risk Factors – We have presented certain supplemental information of our performance which is not
prepared under or required under Ind AS” on page 67.

Restated profit/(loss) to Adjusted EBITDA

Adjusted EBITDA is calculated as restated profit/(loss) before tax for the period/year less other income, plus
finance costs, depreciation and amortisation expense, share based payment expense, inventory loss on account of
fire, listing expenses, share of net loss of joint venture accounted for using equity method, and less payment of
lease liabilities.

The table below sets forth the reconciliation of our restated profit/ (loss) before tax for the period/year to Adjusted
EBITDA for the periods indicated:

Unit Three months ended Fiscals

June 30,
2025 2024 2025 2024 2023
Restated Profit/ (loss) in ₹ million 56.35 126.21 285.53 (927.27) (3,124.42)
before tax
Add: Share of net loss of in ₹ million 86.04 - 86.48 - -
joint venture accounted for
using the equity method
Restated profit/(loss) in ₹ million 142.39 126.21 372.01 (927.27) (3,124.42)
before share of net loss of
investments accounted for
using the equity method
and tax
Less: Other income in ₹ million (312.20) (270.83) (1,162.12) (999.73) (896.41)
Add: Finance costs in ₹ million 26.83 23.02 104.75 92.00 71.92
Add: Depreciation and in ₹ million 95.04 87.98 369.96 367.99 306.51
amortisation expense
EBITDA (1) in ₹ million (47.94) (33.62) (315.40) (1,467.01) (3,642.40)
Add: Share based payment in ₹ million 230.37 154.79 725.70 571.26 934.60
expense
Consolidated segment in ₹ million 182.43 121.17 410.30 (895.75) (2,707.80)
results
Less: Payment of lease in ₹ million (81.53) (72.99) (299.39) (294.37) (269.12)
liabilities
Add: Listing expenses in ₹ million 19.34 - 10.00 - -
Add: Inventory loss on in ₹ million 90.47 - - - -
account of fire
Adjusted EBITDA (2) in ₹ million 210.71 48.18 120.91 (1,190.12) (2,976.92)
Note:
(1) EBITDA is defined as restated profit/ (loss) before tax less other income, plus finance costs, depreciation and amortisation expense,
plus share of net loss of joint venture accounted for using equity method.
(2) Adjusted EBITDA is defined as restated profit/ (loss) before tax less other income, plus finance costs, depreciation and amortisation
expense, share based payment expense, inventory loss on account of fire, listing expenses and share of net loss of joint venture
accounted for using equity method, and less payment of lease liabilities.
The table below sets forth our Adjusted EBITDA by business segment for the periods indicated:

Unit Three months ended Fiscals

June 30,
2025 2024 2025 2024 2023
India consumer services
Segment Results (1) in ₹ million 310.60 358.40 1,136.93 161.63 (1,513.82)
Less: Payment of lease liabilities in ₹ million (70.81) (61.69) (266.60) (262.71) (241.35)
Add: Listing expenses in ₹ million 17.64 - 9.00 - -
Add: Inventory loss on account of in ₹ million 70.41 - - - -
fire
Adjusted EBITDA in ₹ million 327.84 296.71 879.33 (101.08) (1,755.17)

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 Unit Three months ended Fiscals
June 30,
2025 2024 2025 2024 2023

Native
Segment Results (1) in ₹ million (108.70) (83.97) (388.73) (245.95) (8.23)
Less: Payment of lease liabilities in ₹ million (3.47) (2.40) (2.50) (10.93) (4.27)
Add: Listing expenses in ₹ million 1.70 - 1.00 - -
Add: Inventory loss on account of in ₹ million 20.06 - - - -
fire
Adjusted EBITDA in ₹ million (90.41) (86.37) (390.23) (256.88) (12.50)

International business
Segment Results (1) in ₹ million (19.47) (153.26) (337.90) (811.43) (1,185.75)
Less: Payment of lease liabilities in ₹ million (7.25) (8.90) (30.29) (20.73) (23.50)
Adjusted EBITDA in ₹ million (26.72) (162.16) (368.19) (832.16) (1,209.25)
Note:
(1) Segment results represent EBITDA of the relevant segment.

Capital and other commitments

The table below summarizes the maturity profile of our financial liabilities based on contractual undiscounted
cash flows as at June 30, 2025:

Unit Within 1 year 1 to 5 years More than 5 Total

years
Trade payables in ₹ million 1,346.01 - - 1,346.01
Other financial liabilities in ₹ million 1,067.54 - - 1,067.54

Contingent liabilities

The following table sets forth our contingent liabilities as at June 30, 2025:

Unit As at June 30, 2025

Claims against our group not acknowledged as debt comprise
GST demands – matters under dispute in ₹ million 381.22
Other matters under dispute in ₹ million 56.59
Total in ₹ million 437.81

For details in relation to our contingent liabilities as at June 30, 2025, see “Restated Consolidated Financial
Information – Notes forming part of the Restated Consolidated Financial Information – Note 40 – Contingent
liabilities” on page 389.

Capital Commitments

The following table sets forth our capital commitments as at June 30, 2025:

Unit As at June 30, 2025

Estimated amount of contracts in the capital account remaining to be in ₹ million 15.87
executed (net of capital advances)

Our capital commitments were nil, nil, ₹ 3.28 million and nil as at June 30, 2024, March 31, 2025, March 31,
2024 and March 31, 2023, respectively.

For details in relation to our capital commitments as at June 30, 2025, see “Restated Consolidated Financial
Information – Notes forming part of the Restated Consolidated Financial Information – Note 41 – Capital
Commitments” on page 390.

Off-balance sheet commitments and arrangements

We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships
with affiliates or other unconsolidated entities or financial partnerships that would have been established for the
purpose of facilitating off-balance sheet arrangements.

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Quantitative and Qualitative Analysis of Market Risks

We are exposed to various types of market risks during the normal course of business. For further details, see
“Risk Factors” beginning on page 33.

Credit risk

We are exposed to credit risk as a result of the risk of counterparties defaulting on their obligations. Our exposure
to credit risk primarily relates to our operating activities (trade receivables) and our treasury activities, including
deposits with banks, investment in money market funds and other financial instruments. We monitor and limit our
exposure to credit risk on a continuous basis. Our credit risk associated with trade receivable is primarily related
to consumers being unable to settle their obligation as agreed upon. To manage this, we periodically review the
financial health of our consumers, taking into account their financial condition, current economic trends and
analysis of historical bad debts and ageing of trade receivables.

Trade receivables

We have established an allowance for impairment that represents our expected credit losses in respect of trade
and other receivables. We use a simplified approach for estimating the expected credit loss from trade receivables
and 12 months’ expected credit loss from other receivables. An impairment analysis is performed at each reporting
date on an individual basis for material counterparties. In addition, a large number of minor receivables are
combined into homogenous categories and assessed for impairment collectively.

Outstanding customer receivables are regularly and closely monitored. Based on historical trends, we provide for
any outstanding beyond 12 months. The trade receivables on the respective reporting dates are net off the
allowance which is sufficient to cover the entire lifetime loss of sales recognised. We further assess impairment
of major parties and provide for any outstanding before 12 months if they are credit impaired.

The following table sets forth the loss allowance of our trade receivables, which represents our expected credit
losses in respect of trade receivables:

Unit As at June 30, As at March 31,

2025 2024 2025 2024 2023
Loss allowance on trade in ₹ million 117.22 90.36 114.65 87.52 84.20
receivables

Financial instruments and cash deposits

Credit risk from balances with banks is managed by our treasury department in accordance with our approved
investment policy. Investments of surplus funds are made primarily in liquid mutual funds units, non-convertible
debentures, commercial papers and bank fixed deposits.

The following table sets forth the gross carrying amounts of certain financial assets which represent the maximum
credit risk exposure:

Particulars Unit As at June 30, As at March 31,

2025 2024 2025 2024 2023
Investments in ₹ million 11,591.52 8.759.01 10,910.65 7,622.01 10,091.75
Cash and cash equivalents in ₹ million 454.56 478.99 610.97 421.58 622.20
Bank balances other than in ₹ million 4,932.68 4,598.04 5,295.87 4,790.13 2,612.78
cash and cash equivalents
above
Other financial assets in ₹ million 952.24 1,458.48 736.71 1,626.67 1,320.16
Total in ₹ million 17,931.00 15,294.52 17,554.20 14,460.39 14,646.89

For the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, we have not identified any
expected credit loss on the financial instruments and cash deposits.

Liquidity risk

Liquidity risk represents the risk of us being unable to meet the obligations resulting from financial liabilities on
account of unavailability of funds. We monitor and manage our liquidity risk to ensure access to sufficient funds
to meet operational and financial requirements. We monitor cash and bank balances on a regular basis. Our policy

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is to ensure that we will have sufficient liquidity to meet our liabilities when due, under both normal and stressed
conditions without incurring unacceptable losses.

Interest rate risk

Interest rate risk represents the risk of upward movement in the interest rate would adversely affect our borrowing
cost. As at June 30, 2025 and June 30, 2024 and as at March 31, 2025, March 31, 2024, and March 31, 2023, we
do not have debt obligations from financial institutions. Further, our investments are primarily in fixed rate interest
bearing investments. Accordingly, we are not significantly exposed to interest rate risk.

Market risk

Market risk represents the risk of fluctuation in the fair value or future cash flows of a financial instrument due to
changes in market prices. Such changes in the value of financial instruments may result from changes in foreign
currency exchange rates, interest rates, credit, liquidity and other market changes.

Our exposure to foreign currency is limited. We invest in mutual fund schemes of leading fund houses. Such
investments are susceptible to market price risks that arise mainly from changes in interest rate which may impact
the return and value of such investments. However, given the relatively short tenure of the underlying portfolio
of the mutual fund schemes in which we invest, such price risk is not significant.

Unusual or infrequent events or transactions

There have been no unusual or infrequent events or transactions that have in the past or may in the future affect
our business operations or future financial performance.

Known trends or uncertainties

Our business has been subject, and we expect it to continue to be subject, to the trends identified above in “-
Factors Affecting Our Results of Operations and Financial Condition” above and the uncertainties described
in “Risk Factors” on page 33. Except as disclosed in this Red Herring Prospectus, there are no known factors
which we expect to have a material impact on our income.

Future relationship between cost and revenue

Other than as described in “Risk Factors” and this section, there are no known factors that might affect the future
relationship between cost and revenue.

Related party transactions

We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our
related party transactions, see “Other Financial Information – Related Party Transactions” on page 405.

Seasonality of business

Our operations are impacted by seasonality. The demand for our Summer Service Categories in India typically
increases in the first quarter of a fiscal year (April to June) leading up to summer, while the demand for house
cleaning services and painting increases in the third quarter of a fiscal year (October to December) due to the
festive season. However, in the three months ended June 30, 2025, parts of India experienced unseasonal rains
and resultant lower temperatures for most of the quarter, which reduced the relative contribution of the Summer
Service Categories to our overall India Consumer Services segment in the three months ended June 30, 2025 as
compared to the comparative period in 2024. While we expect that the climate factors resulting in the reduced
contribution of the Summer Service Categories in the three months ended June 30, 2025 are one-off in nature and
we experienced a pickup in demand for our service offerings towards the end of the quarter, such seasonal
variations may recur in the future. Set forth below is the relative contribution of our Summer Service Categories
to our Indian consumer services – services revenue from operations in the periods indicated:

Particulars Unit For the three months ended

June 30,
2025 2024
Summer Service Categories % of revenue from operations of India Consumer 23.60% 28.17%
Services – Services

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In addition, during periods of inclement weather such as the monsoon season, the number of active service
professionals, i.e., a service professional who has completed the onboarding process and completed at least one
order in the previous month, and the demands for our services decrease. See “Risk Factors – Our business is
subject to seasonality, which may result in seasonal fluctuations in operating results and cash flows” and “Our
Business – Development in the Three Months ended June 30, 2025” on pages 58 and 223, respectively, for
further details.

Significant developments occurring after June 30, 2025

Pursuant to the Board of Directors’ approval dated August 24, 2025, Series A to Series E CCPS were converted
into equity shares of our Company for ₹ 1 per Share in the ratio of 2,330 equity shares for each Series A to Series
E CCPS held, respectively, and the Series F CCPS were converted into equity shares of our Company for ₹ 1 per
share in the ratio of 2,500 equity shares for each Series F CCPS held. Except as disclosed in the foregoing, there
are no significant developments occurring after June 30, 2025.
Recent accounting pronouncements

As at the date of this Red Herring Prospectus, there are no recent accounting pronouncements, which, we believe,
would have a material effect on our financial condition or results of operations.

Critical Accounting Estimates

a) Revenue recognition

We generate revenue by providing an online/mobile app marketplace which enables the end users registered on
our platform, to search and hire service professionals for their household need. We also earn revenue from
subscriptions, sale of traded goods to service professionals, sale of goods under single brand retail trade and other
ancillary services.

Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price allocated
towards that performance obligation. The transaction price of goods sold and services rendered is net of any taxes
collected from consumers, which are remitted to government authorities and discounts and rebates offered by us.
The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for
transferring promised goods or services.

Our revenues from rendering of services are categorized into ‘Platform related services’ and ‘Customer
membership and other services’.

Critical judgments involved in revenue recognition:

Platform services and transactions

We have separate contractual arrangements with the end consumers and the service professionals respectively
which specify the rights and obligations of each of the parties. An end user initiates the transaction which requires
acceptance from the service professionals. The acceptance of the transaction, combined with the contractual
agreement creates enforceable rights and obligations for each of the parties.

Principal vs. agent-service revenue

Judgment is required in determining whether we are the principal or agent in transactions with service
professionals and end users. We evaluate the presentation of revenue on a gross or net basis based on whether we
control the service provided and are legally responsible for fulfilling the promise to the end user acting as the
principal (i.e. “gross”), or we arrange for other parties to provide the service to the end user and act as an agent
(i.e. “net”). This determination also impacts the presentation of incentives provided to service professionals to the
extent they are not consumers.

We act as an agent wherein fulfilment of the services is the responsibility of the service professional; accordingly,
the gross order value is not recognized as revenue, only the convenience and platform fee to which we are entitled
is recognized as revenue.

We act as a principal service provider in the following cases:

• The Group (through its subsidiary, Handy Home Private Limited), provides pest control services
and wall décor services to customers; and

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 • The Group’s Joint Venture, Company Waed Khadmat Al-Munzal For Marketing, acts as a service
provider in the Kingdom of Saudi Arabia.

In both these cases, we recognize revenue of 100% of contract price net of discounts, rebates and incentives
provided to the customers.

Identification of the consumer

We consider a party to be a customer if that party has contracted with the entity to obtain goods or services that
are an output of the entity’s ordinary activities in exchange for consideration. Based on the terms of use and
substance of the arrangement, the end users are considered our customers for the convenience fee and platform
fee, memberships sold, sale of goods under Native and other charges levied. The service professionals are
considered as customers to the extent of subscription purchased by the service professional, payment facilitation
fees and other charges and sale of traded goods used in rendering of services.

Platform and related services income

• Convenience and platform fee:

Income generated from end users for use of our platform related services is recognized when the
transaction is completed as per the terms of the arrangement with the end users, being the point at which
we have no remaining performance obligation.

• Subscription revenue:

Revenues from subscription contracts are recognized over the contract period on a systematic basis in
accordance with the terms of agreement entered with service professionals. Such subscription revenue
includes contracts with service professionals, wherein we assure certain minimum business to subscribed
service professionals over the contract period. In these cases, revenue is recognized when both the
conditions of the contract period and minimum business for the subscribed service professional are
achieved.

Customer membership and others

• Membership revenue:

Revenues from end user membership are recognized over the contract period on a systematic basis in
accordance with terms of agreement entered with the customer.

• Payment facilitation fees:

We generate revenue on account of payment facilitation fees from service professionals to be levied for
facilitating the collection and remittance of payment from the end users to the service professional.
Payment facilitation fees is recognized when the transaction is completed as per the terms of the
arrangement with the service professional, being the point at which we have no remaining performance
obligation.

Sale of Products

• Sale of goods-Native:

We sell goods to the end users under the ‘Native’ brand through our own app/ website/ retail store and
consignment intermediaries. Revenue from sale of goods is recognized at a point in time when the
performance obligations are satisfied on transfer of control in promised goods to the end users i.e., when
the goods are delivered to the end users. We consider ourselves a principal in this arrangement and
accordingly, revenue is recognized at gross value reduced by discounts, incentives and other such items
offered to the consumer and channel margin to consignment intermediaries.

• Sale of traded goods:

We sell goods to service professionals which are used by the service professional for rendering services
on the platform. Revenue from the sale of traded goods is recognized at a point in time when the
performance obligations are satisfied on transfer of control in promised goods to the service professionals
i.e., when the traded goods are delivered to the service professionals. We consider ourselves a principal

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 in this arrangement and accordingly, revenue is recognized at gross value as reduced by discounts,
incentives and other such items offered to the service professionals.

Discounts, wallet balance, credits and other incentives

We provide various types of incentives to the end users to promote transactions on our platform as well as goodwill
refunds in case of poor service quality. These payments are generally in the nature of discount coupons, cash
credits, wallet balance etc. which are applied against the transaction price. These incentives are recognized as a
reduction to the convenience and platform fee revenue on a transaction-by-transaction basis. Payments in excess
of revenue earned from the end users at an individual transaction level are recognized as sales promotion expenses.
These include payment to end users where we are not responsible for the delivery of services and are given at our
discretion to compensate for any service delivery concerns raised by these end users.

We also pay certain incentives to the service professionals in arrangements where such service professionals are
not determined to be ‘customers’, considering the contracts with such service providers and end user. In such
scenarios, the incentives are recognized as expenses under “Incentive to service professionals”.

Contract liabilities

We recognize a contract liability for an obligation to transfer goods or services to a customer for which we have
received consideration (or the amount is due) from the customer. This includes advances received from the service
professional and end user for the future purchase of traded goods / Native products and towards
subscription/membership purchased.

b) Other income

Profits on sale of mutual funds and fair value impact on mark-to-market contracts are recognized on transaction
completion and or on reporting date as applicable.

Interest income is recognized using an effective interest method or time-proportion method, based on rates implicit
in the transaction.

Dividend income is recognized when our right to receive dividend is established.

c) Property, plant & equipment

All items of property, plant & equipment are stated at historical cost less accumulated depreciation and
accumulated impairment losses, if any.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to us and the cost of the
item can be measured reliably. The carrying amount of any component accounted for as a separate asset is
derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting
period in which they are incurred.

Depreciation methods, estimated useful lives and residual value

Depreciation is recognized on a straight-line basis over the estimated useful lives net of residual values. The
estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period,
with the effect of any changes in estimate accounted for on a prospective basis.

Estimated useful lives of the assets are as follows:

Assets category Estimated useful life

Computers End User Products 3 years
Plant and Machinery * 2-5 years
Office Equipment 5 Years
Furniture and Fittings 10 years
Computer Server & Network 6 years
Electrical equipment and installation 10 years
* Based on technical evaluation, the management believes that the useful lives as given above best represent the period over which the
management expects to use these assets. Hence, the useful life for these assets is different from the useful lives as described under Part C of
Schedule II of the Companies Act, 2013.

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Leasehold improvements are depreciated over the shorter of their useful life or the lease term, unless we expect
to use the assets beyond the lease term.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting
period.

Depreciation on additions/ disposals is provided on a pro-rata basis i.e., from/ up to the date on which asset is
ready for use/ disposed of.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount
is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included
in profit or loss within other gains/(losses).

d) Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its assets to determine whether
there is any indication of impairment based on internal/ external factors.

e) Leases

We as a lessee

Our leased assets primarily consist of leases for buildings. At inception or on reassessment of a contract that
contains a lease component, we allocate the consideration in the contract to each lease component on the basis of
their relative stand-alone prices.

Right-of-use assets

The Right-of-user asset is depreciated from the commencement date on a straight-line basis over the shorter of
the lease term and the useful life of the underlying asset. Right-of-user assets are tested for impairment whenever
there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognized
in the Restated Consolidated Statement of Profit and Loss.

Lease liabilities

The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date. The lease payments are discounted using the interest rate implicit in the lease, if the rate can
be readily determined. If that rate cannot be readily determined we use the incremental borrowing rate.

We apply the short-term lease recognition exemption to our short-term leases (i.e., those leases that have a lease
term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the
lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on
short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease
term.

f) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity. Financial assets and financial liabilities are recognized when we become a
party to the contractual provisions of the instruments.

Financial assets other than trade receivable and financial liabilities are initially measured at fair value. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value through profit or loss which are recognized immediately in
the Restated Consolidated Statement of Profit and Loss) are added to or deducted from the fair value of the
financial assets or financial liabilities, as appropriate, upon initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognized immediately in the Restated Consolidated Statement of Profit and Loss Regular way purchase and sale
of financial assets are accounted for at trade date.

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Financial assets

Classification of financial assets at amortised cost.

We classify our financial assets at amortised only if both of the following criteria are met:

• the asset is held within a business model whose objective is to collect contractual cash flows; and

• the contractual terms give rise to cash flows that are solely payments of principal and interest.

Financial assets classified at amortised cost comprise trade receivables, security deposits, recoverable from
payment gateways and service providers, investments in non-convertible debentures, zero coupon bonds and fixed
deposits.

Classification of financial assets at fair value through profit or loss (“FVTPL”)

We classify the following financial assets at fair value through profit and loss (FVTPL):

• equity investments that are held for trading, and equity investments for which the entity has not
elected to recognize fair value gains and losses through OCI – such as investment in CCPS of Vivish
technologies and Karban.

g) Share Based payments

Our employees receive remuneration in the form of equity-settled instruments for rendering services over a
defined vesting period. Equity-settled share based payments to employees and others providing similar services
are measured at the fair value of the equity instruments at the grant date using an appropriate valuation model.

The Holding Company has Employee Stock Option Plan (ESOP) 2015 and Employees Restricted Stock Unit Plan
(RSU) which was subsequently renamed as the Employee Stock Option Plan, 2022 for our eligible employees
which entitles the employee to receive equity instruments of the Holding Company, provided the specified vesting
conditions are met and is classified as ‘Equity-settled share based payments’.

The fair value determined at the grant date of the equity-settled share based payments is expensed over the vesting
period on a straight-line basis, based on our estimate of equity instruments that will eventually vest, with a
corresponding increase in equity. At the end of each reporting period, we revise our estimate of the number of
equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in
Statement of Profit or Loss such that the cumulative expense reflects the revised estimate, with a corresponding
adjustment to the equity-settled employee benefits reserve. Also refer to “Restated Consolidated Financial
Information – Notes forming part of the Restated Consolidated Financial Information – Note 15 – Other
equity” and “Restated Consolidated Financial Information – Notes forming part of the Restated Consolidated
Financial Information – Note 33 – Employee stock options” on pages 347 and 365, respectively.

h) Segment reporting

Operating segments are those components of the business whose operating results are regularly reviewed by our
Chief Operating Decision Making body (“CODM”) to make decisions for performance assessment and resource
allocation.

The reporting of segment information is the same as provided to the management for the purpose of the
performance assessment and resource allocation to the segments.

The Board of Directors of the Holding Company was identified as CODM as of June 30, 2025. Pursuant to the
Board resolution dated August 18, 2025, the Board of Directors has identified the Chairman, Managing Director,
and Chief Executive Officer as the CODM of the Group.

Our identified reporting segments are as below:

• India consumer services – This segment covers results from operating an online marketplace which
helps registered customers to search for and hire registered service professionals for their household
service needs. This segment also covers results from sale of products, tools and consumables sold to
service professionals for use during service delivery on the platform. This segment covers only India
operations.

437
 • Native – This segment covers results from sale of Native branded products to customers.

• International business – This segment covers results from operating an online marketplace which
helps registered customers to search for and hire registered service professionals for their household
service needs. This segment covers results from business operations outside India.

Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses
which are not directly identifiable to any reporting segment have been allocated to the respective segments based
on the number of deliveries or number of employees or gross margin wherever deemed fit and as reviewed by
CODM.

Also refer “Restated Consolidated Financial Information – Notes forming part of the Restated Consolidated
Financial Information – Note 42 – Segment reporting” on page 391 regarding details about our reportable
segments.

i) Deferred tax assets

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the
Restated Consolidated Financial Information and the corresponding tax bases used in the computation of taxable
profit/(loss). Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax
assets are generally recognized for all deductible temporary differences and carry forward losses to the extent that
it is probable that taxable profits will be available against which those deductible temporary differences can be
utilized. Deferred tax is not recognized if it arises from the initial recognition of assets and liabilities in a
transaction (other than in a business combination) that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets
to be recovered. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the
extent that it has become probable that future taxable profits will allow the deferred tax assets to be recovered.

Deferred tax assets and liabilities are measured at the tax rates (and laws) that are expected to apply in the year
when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or
substantively enacted at the reporting date. Significant management judgment is required to determine the amount
of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits
together with future tax planning strategies.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset
and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

j) Employee benefits

i) Short-term employee benefits

Short-term employee benefits are recognised as an expense on an accrual basis.

ii) Defined contribution plan

We make defined contributions to the Government Employee Provident Fund which are recognised in
the Statement of Profit and Loss, on an accrual basis. We recognise the contribution payable to the
provident fund scheme as an expense, when an employee renders the related service. We have no
obligation, other than the contribution payable to the provident fund.

iii) Defined benefit plan

The Holding Company and its Indian subsidiary operates a defined benefit gratuity plan in India. The
Holding Company and its Indian subsidiary’s liabilities under The Payment of Gratuity Act, 1972 are
determined on the basis of actuarial valuation made at the end of each financial year using the projected
unit credit method.

438
iv) Employees’ end-of-service benefit

The foreign subsidiaries provide end-of-service benefits to their employees in accordance with labour
laws of their respective countries. The entitlement to these benefits is usually based upon the employees’
final salary and length of service, subject to the completion of a minimum service period as stipulated in
the labour laws. The expected costs of these benefits are accrued over the period of employment. The
provision relating to end of service benefits is classified as a non-current and current liability based on
an actuarial valuation at the end of each reporting period/year using the projected unit credit method.

v) Compensated absences

Our employees are entitled to compensated absences. The employees can carry forward a portion of the
unutilised accumulated compensated absences and utilise them in future periods or receive cash at
retirement or termination of employment. We present the entire leave as a current liability on the Balance
Sheet, since we do not have any unconditional right to defer its settlement for twelve months after the
reporting date.

439
 CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalisation as at June 30, 2025 derived from our Restated
Consolidated Financial Information, and as adjusted for the Offer. This table should be read in conjunction with
the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,
“Restated Consolidated Financial Information” and “Risk Factors” on beginning on pages 406, 302 and 33,
respectively.

(in ₹ million)
Particulars Pre-Offer as at June As adjusted for the proposed
30, 2025 Offer **
Borrowings
Current borrowings (I)* Nil [●]
Non-current borrowings (including current maturity) (II)* Nil [●]
Total Borrowings (I) + (II) = (A)* Nil [●]

Equity
Equity Share Capital* 489.77 [●]
Other equity* 17,806.98 [●]
Total Equity (B)* 18,296.75 [●]

Capitalisation (A) + (B) 18,296.75 [●]

Total Borrowings/Total Equity ratio (C=A/B) Nil [●]

*
These terms shall carry the meaning as per Schedule III of the Companies Act 2013.
**
The corresponding post-Offer capitalization data for each of the amounts given in the above table is not determinable at this stage pending
the completion of the Book Building process and hence the same have not been provided in the above statement and to be updated upon
finalization of the Offer Price.
Note:
1. 00,285, 50 Equity Shares of face value ₹ 1 each have been allotted by our Company on August 24, 2025 pursuant to the conversion of
Series A CCPS, Series A1 CCPS, Series B CCPS, Series B1 CCPS, Series C CCPS, Series D CCPS, Series E CCPS, Series F CCPS.

440
 FINANCIAL INDEBTEDNESS

As on June 30, 2025, our Company does not have any outstanding or sanctioned fund-based facilities. For details
on the borrowing powers of our Board, see “Our Management – Borrowing Powers” beginning on page 287.

Our Company is required to furnish bank guarantees in the ordinary course of our business in relation to online
travel bookings. As on June 30, 2025, the bank had issued bank guarantees on behalf of our Company, amounting
to ₹ 5.00 million in favour of our online travel partner on the request of our Company. Under these bank
guarantees, the bank has agreed to the payment of an amount not exceeding the guaranteed amount in the event
that our Company commits a breach/default of any of its contractual obligations.

441
 SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as disclosed in this section, there are no outstanding (i) criminal proceedings (including FIRs); (ii) actions
taken by regulatory or statutory authorities; (iii) claims related to direct and indirect taxes (disclosed in a
consolidated manner giving the total number of claims and the total amount involved); and (iv) any other
outstanding litigation as determined to be material as per the Materiality Policy in accordance with the SEBI
ICDR Regulations in each case involving our Company, Subsidiaries, Promoters and Directors (“Relevant
Parties”).

Further, except as disclosed below there are no outstanding disciplinary action including penalty imposed by
SEBI or stock exchanges against the Promoters in the last five financial years including outstanding action.

Further, except as disclosed below there are no outstanding (i) criminal proceedings, or (ii) actions taken by
regulatory or statutory authorities in each case involving any of our Key Managerial Personnel or Senior
Management.

Further, except as stated in this section, there is no pending litigation involving our Group Company which may
have a material impact on our Company.

Pursuant to the Materiality Policy adopted by our Board of Directors on April 24, 2025, for the purposes of (iii)
and (iv) above, any pending litigation involving the Relevant Parties, has been considered ‘material’ and
accordingly disclosed in this Red Herring Prospectus if the monetary amount is lower of the following:

(a) two percent of turnover, for the most recent financial year as per the Restated Consolidated Financial
Information, being ₹ 228.89 million; or

(b) two percent of net worth, as at the end of the most recent financial year as per the Restated Consolidated
Financial Information, except in case the arithmetic value of the net worth is negative, being ₹ 359.16
million; or

(c) five percent of the average of absolute value of profit or loss after tax, for the last three financial years
as per the Restated Consolidated Financial Information, being ₹ 107.50 million

Accordingly, the materiality threshold for disclosures under this section, being the lowest out of the
thresholds mentioned in points (a), (b) and (c) above, is ₹ 107.50 million.

For the purpose of clause (c) above, it is clarified that the average of absolute value of profit or loss after tax is
to be calculated by disregarding the ‘sign’ (positive or negative) that denotes such value.

Where monetary liability is not quantifiable or does not exceed the threshold mentioned in point (a), (b) and (c)
above, the outcome of any such pending proceedings may have a material bearing on the business, operations,
performance, prospects, financial position or reputation of our Company.

Pre-litigation notices received by any of the Relevant Parties from third parties (excluding such notices issued by
any statutory/ regulatory/ governmental/ taxation authorities) shall, unless otherwise decided by the Board, not
be considered as litigation until such time that the Relevant Parties are impleaded as defendants or respondents
in litigation proceedings before any judicial forum.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further in
terms of the Materiality Policy, a creditor shall be considered “material”, if the outstanding dues to such creditor
are equal to or exceeds 5% of total outstanding dues (trade payables) of our Company, in this case being ₹ 55.24
million, based on the Restated Consolidated Financial Information. Further, for outstanding dues to any party
which is a micro, small or medium enterprise (“MSME”), the disclosure will be based on information available
with our Company regarding the status of the creditor as defined under Micro, Small and Medium Enterprises
Development Act, 2006, as amended read with the rules and notifications thereunder.

All terms defined in a particular litigation disclosure pertain to that litigation only.

442
I. Litigation involving our Company

A. Litigation filed against our Company

Criminal proceedings

Nil

Outstanding actions by regulatory and statutory authorities

a. Our Company received a summons dated October 4, 2023 from the office of Employee
Provident Fund Organization, Chennai, Tamil Nadu, India directing our Company to appear
before the Regional Provident Fund Commissioner -II, Chennai, Tamil Nadu, India in the
capacity of a principal employer of a contractor, M/s Sri Sai House Keeping and Cleaning
Service (“Establishment”) in relation to an alleged default in remitting provident fund
contributions by the Establishment. Thereafter, our Company has submitted a reply dated
November 3, 2023 stating that the Establishment was a service provider on our platform,
delivering services to the end-consumer through its own employees and is an independently
registered employer with the Provident Fund Organization which is solely responsible for
submission of any provident fund dues of its employees. Further, the Establishment was never
engaged in the capacity of a contractor with our Company and therefore our Company cannot
be considered as a ‘principal employer’ of the employees of the Establishment and held
responsible for the alleged default in remitting the provident fund contributions for these
individuals. There has been no further response or investigation by the authorities. The matter
is currently pending.

b. Our Company received a notice dated December 13, 2024, from the Office of Senior Facilitator,
Municipal Corporation, Ghatkopar regarding inspection remarks pertaining to the non-
compliance of our Company with the provisions of Maharashtra Shops and Establishment
(Regulation of Employment and Conditions of Service) Act, 2017 and Maharashtra Shops and
Establishment (Regulation of Employment and Conditions of Service) Rules, 2018. In response
to the notice, our Company has sent a letter dated December 23, 2024, submitting a compliance
report denying such claims. There has been no further response or action taken by the authorities
in this regard.

c. Our Company and Executive Directors received a notice dated April 21, 2025, from the Office
of Labour Commissioner, Karmika Bhavana, Bengaluru regarding an inspection conducted in
relation to the non-compliance of our Company with the provisions of various labour welfare
legislations including Payment of Gratuity Act, 1972, Minimum Wages Act, 1948, Industrial
Employment (Standing Orders) Act, 1946 and Maternity Benefit Act, 1961 etc.

Similar notice dated April 22, 2025 was issued to our Company along with our Directors,
Abhiraj Singh Bhal, Varun Khaitan, Raghav Chandra, Ireena Vittal, Shyamal Mukerjee and
Ashish Gupta in relation to the non-compliance of our Company with the provisions of various
labour legislations including Karnataka Shops & Commercial Establishment Act, 1961,
Minimum Wages Act, 1948 and Payment of Wages of Act, 1936 etc.

Our Company has sent responses dated May 2, 2025 and May 7, 2025, respectively to the
Labour Commissioner, Karmika Bhavana, Bengaluru, providing the requisite information as
per the notices dated April 21, 2025 and April 22, 2025, respectively.

d. Our Company has received a notice dated April 24, 2025 from the Assistant Labour
Commissioner, Suburban (East), Mumbai, Maharashtra Government, in relation to the
complaint received from certain service professionals regarding their engagement on our
Company’s platform (“Complaint”). Further to such Complaint, our Company sent a letter
dated July 7, 2025 to the Labour Commissioner, Mumbai. The matter is currently pending.

443
 Civil proceedings

a. 40 consumer cases have been filed by consumers (“Petitioners”) against our Company and
service professionals, including against our Directors, before various consumer forums,
alleging, amongst others, deficiency in services, such as incomplete paintwork, unsatisfactory
repair of appliances or grooming services. In these matters, our Company has been made a party
on account of being an online platform through which these services were booked. The
Petitioners have, in such matters, claimed compensation from our Company. The total amount
claimed under various petitions is ₹ 57.93 million, to the extent quantifiable.

b. Kent RO Systems Limited has filed a civil suit against our Company on September 5, 2024
(“Kent Suit”) before the High Court of Delhi (“Delhi HC”) alleging infringement of patent
number IN 538824 (“Suit Patent”) by our water purifiers, sold under the ‘Native’ brand of our
Company and has inter alia sought for a permanent injunction against our Company from
manufacturing, selling or offering for sale any product that infringes the Suit Patent as well as
damages. The Kent Suit is accompanied by an application for interim permanent injunction
against our Company from manufacturing, selling or offering for sale any product that infringes
the Suit Patent. Thereafter, our Company has filed a written statement in response to the Kent
Suit refuting the infringement claims, demonstrating the invalidity of the asserted claim, and
requesting for dismissal of the Kent Suit, along with a counterclaim challenging the validity of
the asserted claim in the Suit Patent. The matter is pending hearing on merits and no interim or
permanent injunction has been granted against manufacturing or sale of products by our
Company till date. Separately, our Company has on January 13, 2025 also filed a civil suit
against Kent RO Systems Limited and Mr. Mahesh Gupta (collectively “Kent”) (“UrbanClap
Suit”) before the Delhi HC seeking a permanent injunction restraining Kent from causing loss
to our Company by unlawful means, including through misrepresentations and false, misleading
and malicious communication to e-commerce platforms thereby causing tortious interference
towards our business and disparaging our Native products. Additionally, through the UrbanClap
Suit, our Company has also sought damages of ₹ 120.00 million. Pursuant to order dated January
22, 2025, the Delhi HC has directed both parties to refrain from making any communication to
e-commerce platforms or to the press in relation to either the Kent Suit or the UrbanClap
Company Suit.

B. Litigation filed by our Company

Criminal proceedings

a. Our Company has filed an application through Mukesh Sharma, authorized representative of
our Company dated October 10, 2024 seeking registration of first report information under
Section 175 (3) of the Bharatiya Nagarik Suraksha Sanhita, 2023 arising from a police complaint
dated July 26, 2024 submitted at the Saket Police Station, New Delhi, India. The complaint was
made in relation to alleged unauthorized selling of counterfeit Native RO Purifiers under our
Company’s brand name. The matter is currently pending.

b. Our Company has filed a complaint dated March 7, 2024 to the Senior Inspector of Police, Park
Site Police Station, Vikroli West, Mumbai, India informing about certain fraudulent activities
conducted by certain or group of individuals, by colluding with our service professionals.
Subsequently, our Company lodged a first information report dated March 13, 2024 with Park
Site Police Station, Vikroli West Mumbai, India complaining against such individuals and some
of our service professionals alleging inter alia of fraudulently taking an amount of ₹ 0.98 million
through false bookings and subsequent claim of credits for bad customer experience. Thereafter,
our Company filed a supplementary complaint dated March 26, 2024 to the Senior Inspector of
Police, Park Site Police Station, Vikroli West, Mumbai, India informing that an additional
amount of ₹ 2.19 million has also been taken by such group of individuals as mentioned above
amounting to ₹ 3.18 million.

c. Our Company filed an application dated October 17, 2024 before the Court of Lucknow
Additional Chief Judicial Magistrate, Uttar Pradesh under Section 156 (3) of the Code of
Criminal Procedure, 1973 seeking a court monitored investigation against a first information
report lodged by our Company dated October 4, 2023 with the Vibhuti Khand Police Station,

444
 Lucknow, India alleging inter alia of misappropriation of money by one of our ex-employees in
collusion with our service professionals (“Proceedings”). Thereafter, two of the accused service
professionals, Jayant Gupta and Munna Lal, had filed quashing applications dated February 20,
2025 and April 18, 2025 respectively (“Applications”), before the High Court of Allahabad,
Lucknow Bench, Uttar Pradesh (“High Court”) under Section 482 of Criminal Procedure Code,
1973 read with Section 528 of the Bharatiya Nagarik Suraksha Sanhita, 2023. The matter is
currently pending.

Civil proceedings

For details regarding the civil suit dated January 13, 2025, filed by our Company against Kent RO Systems
Limited and Mr. Mahesh Gupta, see “Litigation filed against our Company – Civil Proceedings” on page
444.

C. Tax proceedings involving our Company

Particulars Number of cases Aggregate amount involved to the extent ascertainable

(in ₹ million)
Direct Tax Nil Nil
Indirect Tax 3 358.72
Total 3 358.72

Material Tax Litigation

a. Our Company has received a show cause notice dated July 20, 2023 under Section 73 of the
Central Goods and Services Tax Act, 2017 from the Office of Deputy Commissioner, State Tax
Department, Gurugram for a claim of ₹ 187.81 million (including interest) alleging that our
Company was not discharging its liabilities under Section 9(5) of the Central Goods and
Services Tax Act, 2017. Our Company replied to the show cause notice on September 4, 2023
denying the above mentioned allegations and claim. Thereafter, an order was passed by the
Office of Excise and Taxation Officer, Gurgaon (East) dated April 30, 2024 (“Order”) directing
our Company to pay the amount demanded in the above mentioned show cause notice.
Thereafter, our Company filed a writ petition dated July 18, 2024, before the High Court of
Punjab and Haryana (“Writ Petition”). The High Court of Punjab and Haryana (“P&H HC”)
passed an interim order dated September 5, 2024 (“Interim Order”), staying the Order.
Subsequently, the P&H HC has passed a final order dated March 12, 2025, directing that the
current matter along with other similar matters, shall be governed by the outcome of the special
leave petition filed before the Supreme Court of India, until which the Interim Order will remain
in force. Thereafter, our Company has filed an application dated August 5, 2025 before the P&H
HC for recalling the Writ Petition and arguing the matter basis merit and the latest circular
passed on input tax credit. The matter is currently pending.

b. Our Company has received a show cause notice dated July 16, 2024 under Section 74 and
Section 122 of the Central Goods and Services Tax Act, 2017 from the Office of Principal
Commissioner of CGST & CX, Mumbai-East, Maharashtra for a claim of ₹ 146.00 million
alleging non-payment of GST for commission income earned by our Company in Maharashtra
and alleged non-discharge of liabilities, among others, under Section 9(5), Section 33 and
Section 74 of the Central Goods and Services Tax Act, 2017. Our Company replied to the show
cause notices on December 9, 2024, denying the above-mentioned allegations and claim. The
matter is currently pending.

II. Litigation involving our Subsidiaries

A. Litigation filed against our Subsidiaries

Criminal proceedings

Nil

445
 Outstanding actions by regulatory and statutory authorities

Nil

Civil proceedings

Nil

B. Litigation filed by our Subsidiaries

Criminal proceedings

Nil

Civil proceedings

Nil

C. Tax proceedings involving our Subsidiaries

Particulars Number of cases Aggregate amount involved to the extent ascertainable

(in ₹ million)
Direct Tax Nil Nil
Indirect Tax 1 22.50
Total 1 22.50

III. Litigation involving our Directors

A. Litigation filed against our Directors

Criminal proceedings

a. Our Independent Director, Ireena Vittal along with the company she was previously associated
as a board member, was involved in a criminal case dated May 7, 2015 instituted by the Legal
Metrology Inspector before Court of Chief Judicial Magistrate, Yavatmal, under the Legal
Metrology Act, 2009 for alleged violation of packaging and labelling standards. The matter is
currently pending.

Outstanding actions by regulatory and statutory authorities

a. Our Independent Director, Shyamal Mukherjee has filed an appeal before the SAFEMA
Appellate Tribunal, New Delhi against the order dated September 11, 2019 passed by the Office
of the Special Director, Eastern Region, Enforcement Directorate, CGO Complex, Salt Lake,
Kolkata, against Shyamal Mukherjee and his previous employer, alleging non-compliance
under Sections 10(6), 6(2), 6(3), and 9(b) of Foreign Exchange Management Act, 1999, and
imposing penalties amounting to ₹ 1.10 million. Subsequently, the SAFEMA Appellate
Tribunal, New Delhi has passed order dated July 9, 2025, reducing the penalties, amounting to
₹ 0.28 million. Our Independent Director, Shyamal Mukherjee is currently in the process of
filing an appeal. The matter is currently pending.

b. Our Independent Director, Rajesh Gopinathan along with his previous employer has received a
complaint dated March 4, 2022 from the Maharashtra Pollution Control Board alleging that his
previous employer has not obtained the necessary environmental clearances before starting
construction activity and had not renewed the consent to establish dated July 10, 2017
(“Complaint”). Subsequently, our Independent Director, Rajesh Gopinathan has filed a writ
petition through his ex-employer, before the High Court of Bombay for quashing the
proceedings initiated by the Metropolitan Magistrate Court, Mumbai in relation to the
Complaint. The High Court of Bombay has granted interim relief. The matter is currently
pending.

446
 For litigations involving Abhiraj Singh Bhal, Varun Khaitan, Raghav Chandra, Ireena Vittal, Shyamal
Mukherjee and Ashish Gupta, see “Litigation filed against our Company – Outstanding actions by
regulatory and statutory authorities” on page 440.

Civil proceedings

Nil

B. Litigation filed by our Directors

Criminal proceedings

Nil

Civil proceedings

Nil

C. Tax proceedings involving our Directors

Particulars Number of cases Aggregate amount involved to the extent ascertainable

(in ₹ million)
Direct Tax 1 12.71
Indirect Tax Nil Nil
Total 1 12.71

IV. Litigation involving our Promoters

D. Litigation filed against our Promoters

Criminal proceedings

Nil

Outstanding actions by regulatory and statutory authorities

For litigations involving Abhiraj Singh Bhal, Raghav Chandra and Varun Khaitan, see “Litigation filed
against our Company – Outstanding actions by regulatory and statutory authorities” on page 443.

Civil proceedings

Nil

Disciplinary action taken, including penalty imposed by SEBI or stock exchanges against the
Promoters in the five Financial Years preceding the date of this Red Herring Prospectus

Nil

E. Litigation filed by our Promoters

Criminal proceedings

Nil

Civil proceedings

Nil

447
 F. Tax proceedings involving our Promoters

Particulars Number of cases Aggregate amount involved to the extent ascertainable

(in ₹ million)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil

V. Criminal proceedings involving and actions by regulatory and statutory authorities against our Key
Managerial Personnel and Senior Management

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings involving our
Key Managerial Personnel and Senior Management.

Except for actions by regulatory and statutory authorities against our Executive Directors, as disclosed in
“Litigation filed against our Company – Outstanding actions by regulatory and statutory authorities” on
page 44, as on the date of this Red Herring Prospectus, there are no actions by regulatory and statutory
authorities against our Key Managerial Personnel and Senior Management.

Outstanding dues to creditors

In accordance with the Materiality Policy, details of outstanding dues (trade payables) owed to MSME (as defined
under section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material creditors and
other creditors, as at June 30, 2025, are set out below:

Amount involved
Type of creditors Number of creditors
(in ₹ million) *^
Material creditors 3 308.20
Small scale creditors 204 207.92
Other creditors 601 816.76
Total 808 1,332.88
^
Does not include provision for expenses of ₹ 13.13 million.
*
As certified by J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), by way of their certificate dated September 2, 2025.

The details pertaining to outstanding dues to the material creditors along with names and amounts involved for
each such material creditor are available on the website of our Company at
[Link]

Material Developments

There have not arisen, since the date of the last financial information disclosed in this Red Herring Prospectus,
any circumstances which materially and adversely affect, or are likely to affect, our operations, our profitability
taken as a whole, our trading or the value of our consolidated assets or our ability to pay our liabilities within the
next 12 months from the date of the filing of this Red Herring Prospectus.

448
 GROUP COMPANY

In accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“SEBI ICDR Regulations”), for the purpose of identification of group companies, our
Company has considered:
(i) the companies (other than our Subsidiaries) with which there were related party transactions during the
period for which the Restated Consolidated Financial Information has been disclosed in this Red Herring
Prospectus; and

(ii) any other company as considered material by the Board (“Materiality Policy”).

In relation to point (ii) above (in addition to the companies identified as “group company” under point (i) above),
our Board, through its resolution dated April 24, 2025, has also considered such companies as material for
classification as “group companies”, which are not our Subsidiaries and that are members of our Promoter Group
in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, and have entered into one or more related party
transactions during the last completed financial year and the stub period, if any, which individually or in the
aggregate, exceed 10% of the total revenue from operations of our Company, for the last completed financial year,
as included in this Red Herring Prospectus.
Based on the parameters mentioned above, as on the date of this Red Herring Prospectus, we have identified the
following as the Group Company, the details of which are set forth below:
S. No. Name Registered office
1. Company WAED Khadmat Al-Munzal for Marketing Building no. 8714, Kaab IBN Malik,
secondary no. 2402, Al Olaya Dis,
Postal Code No. 12611 Riyadh,
Kingdom of Saudi Arabia

In accordance with the SEBI ICDR Regulations, information with respect to: (i) reserves (excluding revaluation
reserve); (ii) sales; (iii) profit after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset
value, of our Group Company based on its audited financial statements for the preceding three years are required
to be made available at the website of our Group Company. However, our Group Company was incorporated on
October 10, 2024, accordingly, it does not have audited financials for the immediately preceding three financial
years.
Common pursuits
There are no common pursuits between our Group Company and our Company, as on the date of this Red Herring
Prospectus.
Nature and interests of our Group Company
As on the date of this Red Herring Prospectus, our Group Company does not have any interest in the promotion
of our Company.
Our Group Company does not have any interest in any property acquired by our Company in the three years
preceding the date of filing this Red Herring Prospectus or proposed to be acquired by our Company as on the
date of this Red Herring Prospectus.
Our Group Company does not have an interest in any transaction by our Company pertaining to acquisition of
land, construction of building, supply of machinery, etc.
Our Group Company does not have any securities listed on any stock exchange.
As on the date of this Red Herring Prospectus, except as disclosed in “Restated Consolidated Financial
Information” and “History and Certain Corporate Matters” beginning on pages 302 and 266 our Group
Company does not have any (i) any business interests in the Company; and (ii) related business transactions.

Litigation
As on the date of this Red Herring Prospectus, there is no pending litigation involving our Group Company which
may have a material impact on our Company.

449
 GOVERNMENT AND OTHER APPROVALS

Set out below is an indicative list of licenses, registrations, permissions, and approvals obtained by our Company
and its material subsidiary (as identified specifically for this section) being Handy Home Solutions Private
Limited (“Material Subsidiary”) which is considered material and necessary for the purposes of undertaking
their respective businesses and operations. We have also set out below, material approvals or renewals applied
for but not received in respect of our Company and its Material Subsidiary, as on the date of this Red Herring
Prospectus. Some of these may expire in the ordinary course of business and applications for renewal of these
approvals are submitted in accordance with the applicable procedures and requirements.

Except as mentioned below, no other material licenses, registrations, permissions, and approvals are required to
carry on the business and operations of our Company and its Material Subsidiary. Unless otherwise stated, these
material approvals are valid as on the date of this Red Herring Prospectus, and in case of licenses and approvals
which have expired, we have either made an application for renewal or are in the process of making an application
for renewal. For further details in connection with the regulatory and legal framework within which we operate,
see “Risk Factors” and “Key Regulations and Policies” beginning on pages 33 and 257, respectively.

I. Approvals in relation to the Offer

For details regarding the approvals and authorisations obtained by our Company in relation to the Offer,
see “Other Regulatory and Statutory Disclosures – Authority for the Offer” beginning on page 453.

II. Material approvals obtained in relation to our business and operations

We are required to obtain approvals and licenses issued by central and state authorities under various
rules and regulations in order to continue our general business activities in India. Some of these may
expire in the ordinary course of business and applications for renewal of these approvals are submitted
in accordance with applicable procedures and requirements. We have received the following material
approvals pertaining to our business:

A. Tax related approvals

a) Our Company

i. The permanent account number of our Company is AABCU7755Q.

ii. The tax deduction account number of our Company is DELU05209B.

iii. The GST registration certificates issued by the State Governments for GST payments in the
states where our business operations are situated. The GST identification number for New Delhi,
where our registered office is located, is 07AABCU7755Q1ZI.

b) Our Material Subsidiary

i. The permanent account number of Handy Home is AADCH5217L.

ii. The tax deduction account number of Handy Home is NSKH02664E.

iii. The GST registration certificates issued by the State Governments for GST payments in the
states where the business operations of our material subsidiary are situated. The GST
identification number for New Delhi, where the registered office of our material subsidiary is
located, is 07AADCH5217L1ZI.

B. Labour and commercial related approvals

a) Our Company

i. Under the provisions of the EPF Act, our Company has been allotted EPF establishment code
number DSNHP1296311000.

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 ii. Under the provisions of the Employees’ State Insurance Act, 1948, our Company has been allotted
ESI number 69000595810001099.

iii. Registration certificates issued for contract labour under the Contract Labour (Regulation &
Abolition) Act, 1970, for our registered office, head offices and training centres, as applicable. These
registrations are periodically renewed, whenever applicable.

iv. Registration certificates issued under relevant shops and establishment legislations, trade licences in
various states for our Company’s registered office, head offices, training centres, co-working and
virtual spaces, as applicable. These registrations are periodically renewed, whenever applicable.

b) Our Material Subsidiary

i. Under the provisions of the EPF Act, Handy Home has been allotted EPF establishment code number
THTHA1341560000.
ii. Under the provisions of the Employees’ State Insurance Act, 1948 Handy Home has been allotted
ESI number 35000363960001099.
iii. Pest control licenses for certain locations, issued by the relevant state governments under the
Insecticides Act, 1968.
iv. Registration certificates issued under relevant shops and establishment legislations, trade licences in
various states for Handy Home’s registered office, head offices, training centres, co-working and
virtual spaces, as applicable. These registrations are periodically renewed, whenever applicable.

III. Material approvals pending in respect of our Company

A. Material approvals or renewals for which applications are currently pending before relevant
authorities

As on the date of this Red Herring Prospectus, we currently hold all material approvals, licenses,
registrations and permits, as required, except the following for which the applications for obtaining the
approval or its renewal are currently pending before the relevant authorities:

a. Renewal applications for trade licenses for our operations at Visakhapatnam, Andhra Pradesh.
b. Registration certificate for trade license for our operations at Hyderabad Telangana.

B. Material approvals expired and renewals yet to be applied for

Nil

C. Material approvals required but not obtained or applied for

a. Registration certificate for trade license for our training centre in Patna, Bihar, and Bangalore,
Karnataka.
b. Registration certificate under shops and establishments legislations for our training centres in
Bangalore, Karnataka; Gurugram, Haryana and Ahmedabad, Gujarat.

IV. Material approvals pending in respect of our Material subsidiary, Handy Home Solutions Private
Limited

A. Material approvals or renewals for which applications are currently pending before relevant
authorities

a. Registration certificate for trade license for operations at Bangalore, Karnataka.

b. Certificate for professional tax enrolment and registration for operations at Ahmedabad,
Gujarat.

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B. Material approvals expired and renewals yet to be applied for

Nil

C. Material approvals required but not obtained or applied for

a. Registration certificate for trade license for our training centres in Patna, Bihar and Hyderabad,
Telangana.

V. Intellectual property related approvals

(a) Trademarks

As on the date of this Red Herring Prospectus, our Company has 68 trademarks and our Material
Subsidiary, Handy Homes has seven trademarks registered under various classes under the Trademarks
Act 1999, in India, including the following:

, , and

Additionally, our Company has 24 trademarks registered in various countries under their local laws.

(b) Designs

Our Company has registered two designs of water purifier under class 23-01 for which it has a valid
registration certificate from the Controller General of Patents, Designs and Trades, the Patent Office,
Government of India.

(c) Patents

Our Company has applied for a patent – ‘Co-Pilot: comprehensive diagnostic apparatus and method for
new technology appliances’ under the Patents Act 1960.

Our Company has also applied for a joint patent – ‘an integrated wireless communication system’ under
the Patents Act, 1960.

For risks associated with our intellectual property, see “Risk Factors” – We may not be able to prevent
others from unauthorized use of our intellectual property and other proprietary rights and may be
subject to alleged infringement of others’ intellectual property and other proprietary rights, which
could harm our business and competitive position” beginning on page 69.

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 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer

Corporate Approvals
Our Board has authorized the Offer pursuant to its resolution dated March 7, 2025 and our Shareholders have
authorized the Fresh Issue pursuant to a special resolution passed on March 18, 2025.

Our Board has taken on record the consents of each of the Selling Shareholders to, severally and not jointly,
participate in the Offer for Sale pursuant to its resolution dated April 28, 2025 and September 2, 2025.

Our Board has approved the Draft Red Herring Prospectus pursuant to its resolution dated April 28, 2025. This
Red Herring Prospectus was approved pursuant to a resolution passed by our Board dated September 2, 2025.

Approvals from the Selling Shareholders

Each of the Selling Shareholders has, severally and not jointly, authorized and confirmed inclusion of its portion
of the Offered Shares as part of the Offer for Sale, as set out below:
Name of Selling Aggregate amount Maximum number Date of Selling Date of
Shareholders for Offer for Sale of Equity Shares Shareholders’ corporate
aggregating up to (₹ offered in the Offer consent letter authorization/
in million) for Sale Board
resolution
Accel India IV (Mauritius) 3,900 [●] August 30, 2025 April 18, 2025
Limited
Bessemer India Capital 1,730 [●] April 28, 2025 March 13,
Holdings II Ltd. 2025

Elevation Capital V 3,460 [●] April 28, 2025 March 4, 2025

Limited (formerly known
as SAIF Partners India V
Limited)
Internet Fund V Pte. Ltd. 3,030 [●] August 30, 2025 April 25, 2025
VYC11 Limited 2,160 [●] April 28, 2025 March 20,
2025

In-principle Listing Approvals

Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant
to their letters, each dated July 16, 2025.

Prohibition by the Securities and Exchange Board of India, the Reserve Bank of India or governmental
authorities

Our Company, Promoters, members of our Promoter Group, Directors, and each of the Selling Shareholders,
severally and not jointly, confirm that it is not prohibited from accessing the capital market or debarred from
buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market
regulator in any other jurisdiction or any other authority/court.

Directors associated with the Securities Market

Except for Rajesh Gopinathan, one of our Independent Directors, who is a director on the board of NSE, none of
our Directors are associated with the securities market and no action has been initiated by SEBI against any of our
Directors in the five years preceding the date of this Red Herring Prospectus.

Compliance with the Companies (Significant Beneficial Owners) Rules, 2018

Each of our Company, Promoters, members of our Promoter Group and each of the Selling Shareholders, severally
and not jointly, confirm that it is in compliance with the Companies (Significant Beneficial Owners) Rules, 2018,

453
as amended, to the extent applicable thereto in respect of its respective holding in our Company, as on the date of
this Red Herring Prospectus.

Eligibility for the Offer

Our Company is eligible to undertake the Offer in accordance with the eligibility criteria provided in Regulation
6(2) of the SEBI ICDR Regulations and is in compliance with the conditions specified therein in the following
manner:

We are required to allot not less than 75% of the Net Offer to QIBs to meet the conditions as detailed under
Regulation 6(2) of the SEBI ICDR Regulations. Further, not more than 15% of the Net Offer shall be available
for allocation to NIBs of which one-third of the Non-Institutional Portion shall be available for allocation to
Bidders with an application size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of the Non-
Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹1,000,000
provided that under-subscription in either of these two sub-categories of the Non-Institutional Portion may be
allocated to Bidders in the other sub-category of Non-Institutional Portion in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price. Further, not more than 10% of the
Net Offer shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to
valid Bids being received at or above the Offer Price. In the event we fail to do so, the full application monies
shall be refunded to the Bidders, in accordance with the SEBI ICDR Regulations.

We do not satisfy the conditions specified in Regulation 6(1) of the SEBI ICDR Regulations, i.e. the requirement
for having average operating profit of at least ₹ 150 million calculated on a restated and consolidated basis during
the preceding three years, with operating profit earned in each of these preceding three years as per Regulation
6(1)(b) of the SEBI ICDR Regulations. Therefore, we are required to meet the conditions detailed in Regulation
6(2) of the SEBI ICDR Regulations.

Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2)
of the SEBI ICDR Regulations, to the extent applicable.

Each of the Selling Shareholders, severally and not jointly, confirm that its respective portion of the Offered
Shares is eligible to be offered for sale in accordance with Regulation 8 and Regulation 8A of the SEBI ICDR
Regulations, and it has held its respective portion of the Offered Shares for a period of at least one year prior to
the date of filing of the Draft Red Herring Prospectus.

Further, our Company confirms that it is eligible to make the Offer in terms of Regulation 5 and 7(1) of the SEBI
ICDR Regulations, to the extent applicable. Our Company is in compliance with the following conditions
specified in Regulation 5 and 7(1) of the SEBI ICDR Regulations:

(a) our Company, Promoters, the members of our Promoter Group, our Directors and each of the Selling
Shareholders, severally and not jointly, are not debarred from accessing the capital market by SEBI;

(b) none of our Promoters or our Directors are promoters or directors of companies which are debarred from
accessing the capital markets by SEBI;

(c) none of our Company, our Promoters or Directors have been categorized as a Wilful Defaulter or a
Fraudulent Borrower;

(d) none of our Promoters or our Directors are Fugitive Economic Offenders;

(e) as on the date of this Red Herring Prospectus, except for options granted pursuant to the ESOP – 2015
and ESOP – 2022 there are no outstanding warrants, options or rights to convert debentures, loans or
other instruments convertible into, or which would entitle any person any option to receive Equity Shares.

(f) our Company, along with the Registrar to our Company, has entered into tripartite agreements dated
January 28, 2025 and January 28, 2025 with NSDL and CDSL, respectively, for dematerialization of the
Equity Shares;

(g) the Equity Shares of our Company held by our Promoters are in dematerialised form; and

454
 (h) the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing
of the Draft Red Herring Prospectus and this Red Herring Prospectus.

Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Allottees shall not be less than 1,000.

DISCLAIMER CLAUSE OF SECURITIES AND EXCHANGE BOARD OF INDIA

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING

PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, BEING KOTAK MAHINDRA CAPITAL
COMPANY LIMITED, MORGAN STANLEY INDIA COMPANY PRIVATE LIMITED, GOLDMAN
SACHS (INDIA) SECURITIES PRIVATE LIMITED AND JM FINANCIAL LIMITED HAVE
CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018, AS AMENDED. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO
TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD
MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
COMPANY DISCHARGES ITS RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGERS, BEING KOTAK
MAHINDRA CAPITAL COMPANY LIMITED, MORGAN STANLEY INDIA COMPANY PRIVATE
LIMITED, GOLDMAN SACHS (INDIA) SECURITIES PRIVATE LIMITED AND JM FINANCIAL
LIMITED HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED APRIL 28, 2025
IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018, AS AMENDED. THE FILING OF THE DRAFT RED HERRING PROSPECTUS AND THIS RED
HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY
LIABILITIES UNDER THE COMPANIES ACT, 2013, AS AMENDED OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS MAY
BE REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO
TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGERS, ANY
IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS.

Disclaimer from our Company, our Directors, the Selling Shareholders and the Book Running Lead
Managers

Our Company, our Directors, Promoters, each of the Selling Shareholders, severally and not jointly, and the
BRLMs accept no responsibility for statements made otherwise than in this Red Herring Prospectus or in the
advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on any
other source of information, including our Company’s website at [Link], would be doing so at
his or her own risk.

Each of the Selling Shareholders, severally and not jointly, its respective directors, affiliates, partners, trustees,
associates, and officers accept no responsibility for any statements made or undertakings provided in this Red
Herring Prospectus, other than those specifically confirmed or undertaken by such Selling Shareholder, solely and
only in relation to itself as a Selling Shareholder and/or its respective portion of the Offered Shares.

The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and as will
be provided in the Underwriting Agreement.

All information, to the extent required in relation to the Offer, shall be made available by our Company, each of
the Selling Shareholders, severally and not jointly, (only with respect to itself and its respective portion of the

455
Offered Shares) and the BRLMs to the public and investors at large and no selective or additional information
would be available for a section of the investors in any manner whatsoever, including at road show presentations,
in research or sales reports, at Bidding Centres or elsewhere.

Bidder who Bid in the Offer will be required to confirm and would be deemed to have represented to our Company,
each of the Selling Shareholders, Underwriters and their respective directors, partners, designated partners,
trustees, officers, agents, affiliates, and representatives that they are eligible under all applicable laws, rules,
regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge, or transfer the
Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and
approvals to acquire the Equity Shares. Our Company, each of the Selling Shareholders, the Underwriters and
their respective directors, partners, designated partners, trustees, officers, agents, affiliates, and representatives
accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the
Equity Shares.

The BRLMs and their respective associates and affiliates may engage in transactions with, and perform services
for, our Company, its Subsidiaries, Group Company, each of the Selling Shareholders and their respective
directors and officers, group companies, affiliates or associates or third parties in the ordinary course of business
and has engaged, or may in the future engage, in commercial banking and investment banking transactions with
our Company, its Subsidiaries, Group Company, each of the Selling Shareholders and their respective affiliates
or associates or third parties, for which they have received, and may in the future receive, compensation.

Disclaimer in respect of Jurisdiction

Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate court(s) in New Delhi, India.

The Offer is being made in India to persons resident in India including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, as amended, HUFs, companies, corporate bodies and
societies registered under the applicable laws in India and authorised to invest in equity shares, domestic Mutual
Funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative
banks (subject to permission from RBI), NBFC-SI or trusts under applicable trust law and who are authorised
under their respective constitutions to hold and invest in equity shares, public financial institutions as specified in
Section 2(72) of the Companies Act, 2013, multilateral and bilateral development financial institutions, state
industrial development corporations, insurance companies registered with IRDAI, permitted provident funds
(subject to applicable law) and permitted pension funds (subject to applicable law), National Investment Fund,
insurance funds set up and managed by army, navy or air force of Union of India, insurance funds set up and
managed by the Department of Posts, GoI and permitted Non-Residents including FPIs and Eligible NRIs, AIFs,
and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations
to purchase the Equity Shares in the Offer in any jurisdiction, including India.

This Red Herring Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares in the
Offer in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.
Any person into whose possession this Red Herring Prospectus comes is required to inform himself or herself
about, and to observe, any such restrictions. Invitations to subscribe to or purchase the Equity Shares offered in
the Offer will be made only pursuant to this Red Herring Prospectus if the recipient is in India or the preliminary
offering memorandum for the Offer, which comprises this Red Herring Prospectus and the preliminary
international wrap for the Offer, if the recipient is outside India.

No action has been, or will be taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Red Herring Prospectus has been filed with SEBI for its observations.
Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Red
Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements
applicable in such jurisdiction. Neither the delivery of this Red Herring Prospectus, nor any offer or sale
hereunder, shall, under any circumstances, create any implication that there has been no change in our affairs or
in the affairs of our Company or any of the Selling Shareholders (solely and not jointly) from the date hereof or
that the information contained herein is correct as of any time subsequent to this date.

Bidders are advised to ensure that any Bid from them does not exceed the investment limits or maximum number
of Equity Shares that can be held by them under applicable law.

456
No person outside India is eligible to bid for Equity Shares in the Offer unless that person has received the
preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer
outside India.

Eligibility and Transfer Restrictions

The Equity Shares offered in the Offer have not been, and will not be registered, listed or otherwise qualified in
any jurisdiction except India and may not be offered or sold to persons outside of India except in compliance with
the applicable laws of each such jurisdiction. In particular, the Equity Shares offered in the Offer have not been
and will not be registered under the U.S. Securities Act, any other federal securities laws or the securities laws of
any state or other jurisdiction of the United States and, unless so registered, may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable securities laws. in the United States. Our Company is not
registered and does not intend to register as an investment company under the U.S. Investment Company Act in
reliance on the exemption set forth in Section 3(c)(7) of the U.S. Investment Company Act, and investors will not
be entitled to the benefits afforded to investors in a company registered under the U.S. Investment Company Act.
Accordingly, the Equity Shares are only being offered and sold (a) to persons in the United States or to or for the
account or benefit of, U.S. Persons, in each case that are both “qualified institutional buyers” (as defined in Rule
144A under the U.S. Securities Act and referred to in this Red Herring Prospectus as “U.S. QIBs”) in transactions
exempt from, or not subject to, the registration requirements of the U.S. Securities Act, for the avoidance of doubt,
the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations
and referred to in this Red Herring Prospectus as “QIBs”) and “qualified purchasers” (as defined in Section
2(a)(51) of the U.S. Investment Company Act and referred to in this Red Herring Prospectus as “QPs”) in reliance
on the exemption set forth in Section 3(c)(7) of the U.S. Investment Company Act; or (b) outside the United States
to investors that are not U.S. Persons nor persons acquiring for the account or benefit of U.S. Persons in “offshore
transactions” as defined in and in compliance with Regulation S and the applicable laws of the jurisdiction where
those offers and sales occur. The Equity Shares may not be re-offered, re-sold, pledged or otherwise transferred
except in an offshore transaction in accordance with Regulation S to a person outside the United States and not
known by the transferor to be a U.S. Person by pre-arrangement or otherwise (such permitted transactions
including, for the avoidance of doubt, a bona fide sale on the BSE or NSE)

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.

Until the expiry of 40 days after the commencement of the Offer, an offer or sale of the Equity Shares within the
United States by a dealer (whether or not it is participating in the Offer) may violate the registration requirements
of the U.S. Securities Act unless made pursuant to Rule 144A or another available exemption from the registration
requirements of the U.S. Securities Act and in accordance with applicable state securities laws in the United States

Eligible Investors

The Equity Shares are being offered and sold:

1. in the United States or to, or for the account or benefit of, U.S. Persons, in each case that are both U.S.
QIBs and QPs, in transactions exempt from or not subject to the registration requirements of the U.S.
Securities Act and in reliance on Section 3(c)(7) of the U.S. Investment Company Act; and

2. outside the United States to investors that are not U.S Persons, nor persons acquiring for the account or
benefit of U.S Persons in “offshore transactions” as defined in and in reliance on Regulation S under the
U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur;

and in each case who are deemed to have made the representations set forth immediately below.

Equity Shares Offered and Sold within the United States

Each purchaser that is acquiring the Equity Shares offered pursuant to the Offer within the United States, by their
acceptance of this Red Herring Prospectus, Prospectus and of the Equity Shares, will be deemed to have
acknowledged, represented and warranted to and agreed with our Company, the Selling Shareholders and the

457
BRLMs that they has received a copy of this Red Herring Prospectus and Prospectus and such other information
as it deems necessary to make an informed investment decision and that:

1. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the
Offer in compliance with all applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares offered pursuant to the Offer have not been and will
not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and accordingly, unless so registered, may not be offered or sold
within the United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act;

3. the purchaser (i) is both a U.S. QIB and a QP, (ii) is aware that the sale to it is being made in a transaction
exempt from or not subject to the registration requirements of the U.S. Securities Act, (iii) was not formed
for the purpose of investing in the Equity Shares, and (iv) is acquiring such Equity Shares for its own
account or for the account or benefit of one or more persons, each of which is a U.S. QIB and a QP with
respect to which it exercises sole investment discretion; the purchaser, and each account for which it is
purchasing or otherwise acquiring Equity Shares, will purchase, hold or transfer Equity Shares
amounting to at least US$250,000 or its equivalent in another currency;

4. the purchaser acknowledges that our Company has not registered, and does not intend to register, as an
“investment company” (as such term is defined under the U.S. Investment Company Act) and that our
Company has imposed the transfer and offering restrictions with respect to persons in the United States
and U.S. Persons described herein so that our Company will qualify for the exception provided under
Section 3(c)(7) of the U.S. Investment Company Act and will have no obligation to register as an
investment company. The purchaser, and each person for which it is acting, also understands and agrees
that our Company and the BRLMs shall have the right to request and receive such additional documents,
certificates, representations and undertakings, from time to time, as they may deem necessary in order to
comply with applicable legal requirements including a U.S. investment representation letter forming part
of the Bid cum Application Form;

5. the purchaser is not a broker-dealer which owns and invests on a discretionary basis less than US$25
million in securities of issuers unaffiliated with such broker-dealer;

6. the purchaser understands that, subject to certain exceptions, to be a QP, entities must have US$25
million in “investments” (as defined in Rule 2a51-1 of the U.S. Investment Company Act);

7. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;

8. the purchaser is not a participant-directed employee plan, such as a 401(k) plan, or a trust holding the
assets of such plan, unless the investment decisions with respect to such plan are made solely by the
fiduciary, trustee or sponsor of such plan;

9. the purchaser is not managed as a device for facilitating individual investment decisions of beneficial
owners, but rather is managed as a collective investment vehicle;

10. the purchaser, and each account for which it is purchasing or otherwise acquiring Equity Shares, will
purchase, hold or transfer Equity Shares amounting to at least US$250,000 or its equivalent in another
currency;

11. it, and each person for which it is acting, was not formed, reformed or recapitalized for the purpose of
investing in the Equity Shares and/ or other securities of our Company;

12. if the purchaser, or any person for which it is acting, is an investment company exempted from the U.S
Investment Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereof (or a foreign investment
company under section 7(d) thereof relying on Section 3(c)(1) or 3(c)(7) with respect to its holders that
are U.S. persons) and was formed on or before April 30, 1996, it has received the consent of its beneficial

458
 owners who acquired their interests on or before April 30, 1996, with respect to its treatment as a QP in
the manner required by Section 2(a)(51)(C) of the U.S. Investment Company Act and the rules
promulgated thereunder;

13. the purchaser, and each person for which it is acting, is not a partnership, common trust fund, or
corporation, special trust, pension fund or retirement plan, or other entity, in which the partners,
beneficiaries, beneficial owners, participants, shareholders or other equity owners, as the case may be,
may designate the particular investments to be made, or the allocation thereof unless all such partners,
beneficiaries, beneficial owners, participants, shareholders or other equity owners are both U.S, QIBs
and QPs;

14. the purchaser, and each person for which it is acting, has not invested more than 40.0% of its assets in
the Equity Shares (or beneficial interests therein) and/or other securities of our Company after giving
effect to the purchase of the Equity Shares (or beneficial interests therein) (unless all of the beneficial
owners of such entity’s securities are both U.S. QIBs and QPs);

15. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares,
or any economic interest therein, such Equity Shares or any economic interest therein may be offered,
sold, pledged or otherwise transferred, only outside the United States in an “offshore transaction”
complying with Regulation S under the U.S. Securities Act to a person outside the United States and not
known by the transferor to be a U.S. Person by pre-arrangement or otherwise (such permitted transactions
including, for the avoidance of doubt, a bona fide sale on the BSE or NSE). The purchaser agrees not to
effect any sale, pledge or other transfer of any Equity Shares in a transaction unless the purchaser first
executes a US Resale Letter in the form of Annexure A to the attached Red Herring Prospectus and
delivers such letter to our Company prior to the settlement if any, of the sale, pledge or other transfer of
the Equity Shares that is not consummated on BSE or NSE. The purchaser understands that the transfer
restrictions will remain in effect until our Company determines, in its sole discretion, to remove them;

16. is not subscribing to, or purchasing, the Equity Shares with a view to, or for the offer or sale in connection
with, any distribution thereof (within the meaning of the U.S. Securities Act) that would be in violation
of the securities laws of the United States or any state thereof;

17. the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S.
Securities Act and no representation is made as to the availability of the exemption provided by Rule 144
under the U.S. Securities Act for resales of any such Equity Shares;

18. the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt
facility established or maintained by a depositary bank other than a Rule 144A restricted depositary
receipt facility, so long as such Equity Shares are “restricted securities” within the meaning of Rule
144(a)(3) under the U.S. Securities Act;

19. the purchaser agrees that neither the purchaser, nor any of its affiliates (as defined in Rule 405 of the
U.S. Securities Act), nor any person acting on behalf of the purchaser or any of its affiliates (as defined
in Rule 405 of the U.S. Securities Act), will make any “directed selling efforts” (as that term is defined
in Regulation S under the U.S. Securities Act) in the United States with respect to the Equity Shares or
any form of “general solicitation” or “general advertising” (as defined in Regulation D under the U.S.
Securities Act) in connection with any offer or sale of the Equity Shares;

20. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our
Company determines otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:

“THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT AND ACCORDINGLY, THE EQUITY
SHARES MAY ONLY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED

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 (1) WITHIN THE UNITED STATES, SOLELY TO A PERSON THAT IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE U.S.
SECURITIES ACT THAT IS ALSO A “QUALIFIED PURCHASER” AS DEFINED IN
SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED,
AND THE RULES THEREUNDER (THE “U.S. INVESTMENT COMPANY ACT”) IN A
TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT, AND (2) OUTSIDE THE UNITED
STATES IN AN “OFFSHORE TRANSACTION” AS DEFINED IN AND IN COMPLIANCE
WITH REGULATION S UNDER THE U.S. SECURITIES ACT, AND THE APPLICABLE
LAWS OF THE JURISDICTIONS WHERE THOSE OFFERS AND SALES OCCUR. THE
ISSUER IS NOT AND WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY
UNDER THE U.S. INVESTMENT COMPANY ACT IN RELIANCE ON THE EXEMPTION
SET FORTH IN SECTION 3(C)(7) OF THE U.S. INVESTMENT COMPANY ACT. THIS
SECURITY IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE
RESTRICTIONS DESCRIBED HEREIN. EACH TRANSFEROR OF THIS SECURITY
AGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH
HEREIN AND IN THE COMPANY’S OFFER DOCUMENTS TO THE TRANSFEREE AND TO
ANY EXECUTING BROKER.”

21. the purchaser agrees, upon a proposed transfer of the Equity Shares, to notify any purchaser of such
Equity Shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the
Equity Shares being sold and agrees not to act as a swap counterparty or other type of intermediary
whereby any other party will acquire an economic interest or beneficial interest in the Equity Shares
acquired or reoffer, resell, pledge or otherwise transfer the Equity Shares or any beneficial interest
therein, to any person except to a person that meets all of the requirements above and who agrees not to
subsequently transfer the Equity Shares or any beneficial interest therein except in accordance with these
transfer restrictions;

22. the purchaser understands and acknowledges that (i) our Company will not recognize any offer, sale,
pledge or other transfer of such Equity Shares made other than in compliance with the above-stated
restrictions; and (ii) any acquisition of a beneficial interest in the Equity Shares by any U.S. Person or
any person within the United States who is required under these restrictions to be a QP but is not a QP at
the time it acquires a beneficial interest in the Equity Shares, shall be null and void ab initio and will not
be honoured by our Company and in no event will our Company, its directors, officers, employees or
agents, including any broker or dealer, have any liability whatsoever to the purchaser by reason of any
act or failure to act by any person authorized by our Company in connection with the foregoing;

23. the purchaser understands and acknowledges that our Company may be considered a “covered fund” for
purposes of the Volcker Rule. The definition of “covered fund” in the Volcker Rule includes (generally)
any entity that would be an investment company under the U.S. Investment Company Act, but for the
exceptions provided under Section 3(c)(1) or 3(c)(7) thereunder. Because our Company relies on Section
3(c)(7) of the U.S. Investment Company Act for its exclusion from registration thereunder, it may be
considered to be a “covered fund”. Accordingly, “banking entities” that are subject to the Volcker Rule
may be prohibited under the Volcker Rule from, among other things, acquiring or retaining the Equity
Shares, absent any applicable exclusion or exemption. Each purchaser must make its own determination
as to whether it is a banking entity subject to the Volcker Rule and, if applicable, the potential impact of
the Volcker Rule on its ability to purchase or retain the Equity Shares;

24. the purchaser is knowledgeable, sophisticated and experienced in business and financial matters, fully
understands the limitations on ownership and transfer and the restrictions on sales of the Equity Shares
and is aware that there are substantial risks incidental to the purchase of the Equity Shares and is able to
bear the economic risk of such purchase; and

25. the purchaser acknowledges that our Company, the Selling Shareholders, the BRLMs, their respective
affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that, if any of such acknowledgements, representations and
agreements deemed to have been made by virtue of its purchase of such Equity Shares are no longer
accurate, it will promptly notify our Company, the Selling Shareholders and the BRLMs, and if it is
acquiring any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents that it

460
 has sole investment discretion with respect to each such account and that it has full power to make the
foregoing acknowledgements, representations and agreements on behalf of such account.

All Other Equity Shares Offered and Sold in the Offer

Each purchaser that is a non-U.S. Person and acquiring the Equity Shares offered pursuant to the Offer outside
the United States, by its acceptance of this Red Herring Prospectus, Prospectus and of the Equity Shares offered
pursuant to the Offer, will be deemed to have acknowledged, represented and warranted to and agreed with our
Company, the Selling Shareholders and the BRLMs that it has received a copy of this Red Herring Prospectus,
Prospectus and such other information as it deems necessary to make an informed investment decision and that:

1. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the
Offer in compliance with all applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares offered pursuant to the Offer have not been and will
not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of
or other jurisdiction of the United States and accordingly, may not be offered, resold, pledged or
otherwise transferred within the United States or to, or for the account or benefit of U.S. Persons not
relying on Rule 902(k)(1)(viii)(B) or Rule 902(k)(2)(i), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act;

3. the purchaser is purchasing the Equity Shares offered pursuant to the Offer in an offshore transaction
meeting the requirements of Regulation S under the U.S. Securities Act;

4. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity
Shares offered pursuant to the Offer, is a non-U.S. Person and was located outside the United States at
the time (i) the offer for such Equity Shares was made to it and (ii) when the buy order for such Equity
Shares was originated and continues to be a non-U.S. Person and located outside the United States and
has not purchased such Equity Shares for the account or benefit of any U.S. Person or any person in the
United States or entered into any arrangement for the transfer of such Equity Shares or any economic
interest therein to U.S. Person or any person in the United States;

5. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;

6. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares,
or any economic interest therein, such Equity Shares or any economic interest therein may be offered,
sold, pledged or otherwise transferred only outside the United States in an offshore transaction complying
with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act to a person not known by the
transferor to be a U.S. Person by pre-arrangement or otherwise (such permitted transactions including,
for the avoidance of doubt, a bona fide sale on the BSE or the NSE). The purchaser understands that the
transfer restrictions will remain in effect until our Company determines, in its sole discretion, to remove
them, and confirms that the proposed transfer of the Equity Shares is not part of a plan or scheme to
evade the registration requirements of the U.S. Securities Act or the U.S. Investment Company Act;

7. the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf
of the purchaser or any of its affiliates, will make any “directed selling efforts” as defined in Regulation
S under the U.S. Securities Act in the United States with respect to the Equity Shares;

8. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our
Company determine otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:

“THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE U.S.
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “U.S. INVESTMENT COMPANY
ACT”). THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT TO A PERSON OUTSIDE THE UNITED STATES AND NOT KNOWN

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 BY THE TRANSFEROR TO BE A U.S. PERSON BY PRE-ARRANGEMENT OR OTHERWISE IN
AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE U.S. SECURITIES ACT, AND OTHERWISE IN A TRANSACTION
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S.
SECURITIES ACT AND THE U.S. INVESTMENT COMPANY ACT.

THIS SECURITY IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE

RESTRICTIONS DESCRIBED HEREIN. EACH TRANSFEROR OF THIS SECURITY AGREES TO
PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE
COMPANY’S OFFER DOCUMENTS TO THE TRANSFEREE AND TO ANY EXECUTING
BROKER.”

9. the purchaser agrees, upon a proposed transfer of the Equity Shares, to notify any purchaser of such
Equity Shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the
Equity Shares being sold;

10. the purchaser understands and acknowledges that (i) our Company will not recognize any offer, sale,
pledge or other transfer of such Equity Shares made other than in compliance with the above-stated
restrictions; and (ii) any acquisition of a beneficial interest in the Equity Shares by any U.S. Person or
any person within the United States who is required under these restrictions to be a QP but is not a QP at
the time it acquires a beneficial interest in the Equity Shares, shall be null and void ab initio and will not
be honored by our Company and in no event will our Company, its directors, officers, employees or
agents, including any broker or dealer, have any liability whatsoever to the purchaser by reason of any
act or failure to act by any person authorized by our Company in connection with the foregoing;

11. the purchaser understands and acknowledges that our Company may be considered a “covered fund” for
purposes of the Volcker Rule. The definition of “covered fund” in the Volcker Rule includes (generally)
any entity that would be an investment company under the U.S. Investment Company Act, but for the
exceptions provided under Section 3(c)(1) or 3(c)(7) thereunder. Because our Company relies on Section
3(c)(7) of the U.S. Investment Company Act for its exclusion from registration thereunder, it may be
considered to be a covered fund. Accordingly, “banking entities” that are subject to the Volcker Rule
may be prohibited under the Volcker Rule from, among other things, acquiring or retaining the Equity
Shares, absent any applicable exclusion or exemption. Each purchaser must make its own determination
as to whether it is a “banking entity” subject to the Volcker Rule and, if applicable, the potential impact
of the Volcker Rule on its ability to purchase or retain the Equity Shares; and

12. the purchaser acknowledges that our Company, each of the Selling Shareholders, the BRLMs, their
respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that, if any of such acknowledgements, representations and
agreements deemed to have been made by virtue of its purchase of such Equity Shares are no longer
accurate, it will promptly notify our Company, each of the Selling Shareholders and the BRLMs, and if
it is acquiring any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents
that it has sole investment discretion with respect to each such account and that it has full power to make
the foregoing acknowledgements, representations and agreements on behalf of such account.

Our Company, the Selling Shareholders, the BRLMs and their affiliates, and others will rely upon the truth and
accuracy of the foregoing representation, acknowledgement and agreement.

Bidders are advised to ensure that any bid from them does not exceed investment limits or maximum number of
Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in
the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein,
including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or
any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act.

Employee Retirement Income Security Act (“ERISA”) considerations

The following is a summary of certain considerations associated with the purchase and holding of Equity Shares
by Benefit Plan Investors. A “Benefit Plan Investor” is (1) an “employee benefit plan” (as defined in Section 3(3)
of the United States Employee Retirement Income Security Act, as amended (“ERISA”)) that is subject to Title I

462
of ERISA, (2) a plan, individual retirement account, “Keogh” plan or other arrangement subject to Section 4975
of the United States Internal Revenue Code of 1986, as amended (the “Code”), or provisions under any United
States federal, state or local laws, or non-U.S. or other laws or regulations that are similar to such provisions of
the Code or ERISA, (3) an entity whose underlying assets are considered to include “plan assets” by reason of a
plan’s investment in such entity (including but not limited to an insurance company general account) (each of
(1),(2) and (3), a “Plan”), and (4) any entity that otherwise constitutes a “benefit plan investor” within the meaning
of the regulations promulgated under ERISA by the U.S. Department of Labor (the “DOL”), as modified by
Section 3(42) of ERISA (the “DOL Plan Asset Regulations”).

The following is merely a summary, however, and should not be construed as legal advice or as complete in all
relevant respects. All investors are urged to consult their own legal advisors before investing assets of a Plan in
Equity Shares and to make their own independent decision.

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA
or Section 4975 of the Code and prohibit certain transactions involving the assets of a Plan and its fiduciaries or
other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or
control over the administration of such a Plan or the management or disposition of the assets of such a Plan, or
who renders investment advice for a fee or other compensation to such a Plan, is generally considered to be a
fiduciary of the Plan.

In considering an investment in Equity Shares with a portion of the assets of any Plan, a fiduciary should determine
whether the investment is in accordance with the documents and instruments governing the Plan and the applicable
provisions of ERISA, the Code or any similar law relating to a fiduciary’s duties to the Plan including, without
limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA,
the Code and any other applicable United States federal, state or local laws, or non-U.S. or other laws or
regulations that are similar to the Code or ERISA (collectively, “Similar Laws”).

Prohibited Transaction Considerations

Section 406 of ERISA and Section 4975 of the Code prohibit Plans from engaging in specified transactions
involving plan assets with persons or entities who are “parties in interest,” within the meaning of Section 406 of
ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is
available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be
subject to excise taxes and other penalties and liabilities under ERISA and the Code and may result in the
disqualification of an individual retirement account. In addition, the fiduciary of the Plan that engages in such a
non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and/or the Code.
Regardless of whether or not the underlying assets of the Company (if any) are deemed to include “plan assets,”
as described below, the acquisition and/or holding of Equity Shares by a Plan with respect to which the Company
or an BRLM is considered a party in interest or a disqualified person may constitute or result in a direct or indirect
prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is
acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction
exemption. In this regard, the DOL has issued prohibited transaction class exemptions, or PTCEs, that may apply
to the acquisition and holding of Equity Shares. These class exemptions include, without limitation, PTCE 84-14
respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting
insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE
95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by
in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide
an exemption from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code
for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or
indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to
the assets of any Plan involved in the transaction and provided further that the Plan receives no less, and pays no
more, than adequate consideration in connection with the transaction. There can be no assurance that all of the
conditions of any such exemptions will be satisfied or that any such exemptions will be available with respect to
investments in interests in any Equity Shares.

Plan Asset Considerations

The DOL Plan Asset Regulations generally provide that when a Plan acquires an equity interest in an entity that
is not (1) a “publicly-offered security,” (2) a security issued by an investment company registered under the

463
Investment Company Act, or (3) an “operating company,” the Plan’s assets are deemed to include both the equity
interest and an undivided interest in each of the underlying assets of the entity unless it is established that the
equity participation in the entity by Benefit Plan Investors is not “significant” (the “Insignificant Participation
Test”).

For purposes of the DOL Plan Asset Regulations, an “operating company” is an entity that is primarily engaged,
directly or through a majority-owned subsidiary or subsidiaries, in the production or sale of a product or service,
other than the investment of capital. It is anticipated that the Company will qualify as an operating company within
the meaning of the DOL Plan Asset Regulations, although no assurance can be given in this regard.

For purposes of the Insignificant Participation Test, the DOL Plan Asset Regulations provide that equity
participation in an entity by Benefit Plan Investors is not significant if, immediately after the most recent
acquisition of an equity interest in the entity, the Benefit Plan Investors’ aggregate interest is less than 25% of the
value of each class of equity interests in the entity, disregarding, for purposes of such determination, any interests
held by any person that has discretionary authority or control with respect to the assets of the Company or who
provides investment advice for a fee with respect to the assets of the Company or an affiliate of the Company
(each, a “Controlling Person”) other than Benefit Plan Investors. Following this offering, it is possible that
Benefit Plan Investors will hold and will continue to hold, less than 25% of the value of each class of equity
interests of the Company, disregarding, for purposes of such determination, any interests held by any Controlling
Person other than Benefit Plan Investors and, as such, that the Company may rely on the Insignificant Participation
Test; however, we cannot be certain or make any assurance that this will be the case.

Plan Asset Consequences

If assets of the Company were deemed to constitute “plan assets” pursuant to the DOL Plan Asset Regulations,
the operation and administration of the Company would become subject to the requirements of ERISA, including
the fiduciary duty rules and the “prohibited transaction” prohibitions of ERISA, as well as the “prohibited
transaction” prohibitions contained in the Code. If the Company becomes subject to these regulations, unless
appropriate administrative exemptions are available (and there can be no assurance that they would be), the
Company could, among other things, be restricted from entering into otherwise favorable transactions, and certain
transactions entered into by the Company in the ordinary course of business could constitute non-exempt
prohibited transactions and/or breaches of applicable fiduciary duties under ERISA and/or the Code, which could,
in turn, result in potentially substantial excise taxes and other penalties and liabilities under ERISA and the Code.

Representation

Because of the foregoing, Equity Shares should not be acquired or held by any Benefit Plan Investor or any other
person investing “plan assets” of any Plan, unless such acquisition and holding will not constitute a non-exempt
prohibited transaction under ERISA and the Code and will not constitute a similar violation of any applicable
Similar Law.

Any purchaser or subsequent transferee, including, without limitation, any fiduciary purchasing on behalf of a
Plan, a Benefit Plan Investor, or a governmental, church or non-U.S. plan which is subject to Similar Laws will
be deemed to have represented and warranted, in its corporate and fiduciary capacity, that if the purchaser or
subsequent transferee is a Benefit Plan Investor, none of the Company or the BRLMs or any of their respective
affiliates, has acted as the Plan’s fiduciary (within the meaning of ERISA or the Code), or has been relied upon
for any advice, with respect to the purchaser or transferee’s decision to acquire and hold Equity Shares, and shall
not at any time be relied upon as the ERISA Plan’s fiduciary with respect to any decision to acquire, continue to
hold or transfer Equity Shares.

The foregoing discussion is general in nature, is not intended to be all-inclusive. Such discussion should not be
construed as legal advice. Due to the complexity of these rules and the penalties that may be imposed upon persons
involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons
considering investing in Equity Shares on behalf of, or with the assets of, any Plan consult with counsel regarding
the potential applicability of ERISA, Section 4975 of the Code and Similar Laws to such investment and whether
an exemption would be applicable to the acquisition and/or holding of Equity Shares.

Disclaimer clause of BSE Limited

As required, a copy of the Draft Red Herring Prospectus has been submitted to the BSE. The disclaimer clause as
intimated by the BSE to our Company through its in-principle approval dated July 16, 2025, is as under:

464
“BSE Limited (“the Exchange”) has given vide its letter dated July 16, 2025, permission to this Company to use
the Exchange’s name in this offer document as one of the stock exchanges on which this company’s securities are
proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding
on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner:-

a. warrant, certify or endorse the correctness or completeness of any of the contents of this offer
documents; or

b. warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or

c. take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company.

And it should not for any reason be deemed or construed that this offer document has been cleared or approved
by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company,
may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in
connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated
herein or for any other reason whatsoever.”

Disclaimer clause of National Stock Exchange of India Limited

As required, a copy of the Draft Red Herring Prospectus has been submitted to the NSE. The disclaimer clause as
intimated by NSE to our Company through its in-principle approval dated July 16, 2025, is as under:

“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/5396 dated July 16, 2025,
permission to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on
which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this draft offer document
for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is
to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant
that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or
project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever
by reason of any loss which may be suffered by such person consequent to or in connection with such subscription
/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever”

Listing

The Equity Shares issued through this Red Herring Prospectus and the Prospectus are proposed to be listed on
BSE and NSE. Applications will be made to the Stock Exchanges for obtaining permission for listing and trading
of the Equity Shares. National Stock Exchange of India Limited shall be the Designated Stock Exchange with
which the Basis of Allotment will be finalised.

If the permission to deal in and for an official quotation of the Equity Shares are not granted by the Stock
Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants in
pursuance of this Red Herring Prospectus in accordance with applicable law. If such money is not repaid within
the prescribed time, then our Company and every officer in default shall be liable to repay the money, with interest,
as prescribed under applicable law. Any expense incurred by our Company on behalf of any of the Selling
Shareholders with regard to interest on such refunds as required under the Companies Act, 2013 and any other
applicable law will be reimbursed by the Selling Shareholders as agreed among our Company and the Selling
Shareholders in writing, in proportion to the Offered Shares and as per the Applicable Law. Provided that the
Selling Shareholders shall be responsible or liable for payment of any expenses or interest, unless such delay is
solely and directly attributable to an act or omission of the Selling Shareholders and such liability shall be limited
to the extent of its respective Offered Shares.

465
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working Days of the
Bid/Offer Closing Date or such other period as may be prescribed by the SEBI.

If our Company does not allot Equity Shares pursuant to the Offer within three Working Days from the Bid/Offer
Closing Date or within such timeline as prescribed by the SEBI, it shall repay without interest all monies received
from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the
delayed period or such other rate as may be prescribed by the SEBI.

Each of the Selling Shareholders, severally and not jointly, confirms that they shall provide such reasonable
assistance as may be requested by our Company, to the extent such assistance is required from the Selling
Shareholders in relation to its respective portion of the Offered Shares to facilitate the process of listing and
commencement of trading of the Equity Shares on the Stock Exchanges within such time prescribed by the SEBI.

Consents

Consents in writing of each the Selling Shareholders, our Directors, our Company Secretary and Compliance
Officer, the BRLMs, Statutory Auditors, legal counsel to our Company as to Indian law, the Registrar to the Offer,
Redseer, Independent Chartered Accountant have been obtained; and consents in writing of the Syndicate
Members, Escrow Collection Bank, Public Offer Account Bank, Sponsor Bank, Refund Bank and Monitoring
Agency to act in their respective capacities, will be obtained and filed along with a copy of this Red Herring
Prospectus with the RoC as required under Section 26 and 32 of the Companies Act and such consents shall not
be withdrawn up to the time of delivery of this Red Herring Prospectus for filing with the RoC. Further, such
consents obtained, have not been withdrawn up to the date of the Draft Red Herring Prospectus and this Red
Herring Prospectus, as applicable.

Experts to the Offer

Except as stated below, our Company has not obtained any expert opinions:

(i) Our Company has received written consent dated September 2, 2025 from Price Waterhouse & Co
Chartered Accountants LLP, to include their name as required under section 26(5) of the Companies Act,
2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as defined
under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory
Auditor, and in respect of their examination report, dated August 29, 2025 on our Restated Consolidated
Financial Information included in this Red Herring Prospectus and such consent has not been withdrawn
as on the date of this Red Herring Prospectus. However, the term “expert” shall not be construed to mean
an “expert” as defined under the U.S. Securities Act.

(ii) Our Company has received written consent dated September 2, 2025 from J.C. Bhalla & Co., Chartered
Accountants (FRN:001111N) to include their name as required under Section 26(5) of the Companies
Act, 2013 read with the SEBI ICDR Regulations in this Red Herring Prospectus, and as an “expert” as
defined under Section 2(38) of the Companies Act, 2013 in respect of the various certifications issued
by them in their capacity as an independent chartered accountant to our Company, and, in respect of their
statements of special tax benefits with respect to our Company, and the Material Subsidiary, Handy
Home and its shareholders, included in this Red Herring Prospectus and such consent has not been
withdrawn as on the date of this Red Herring Prospectus.

(iii) Our Company has received written consent dated April 9, 2025, from the Practicing Company Secretary,
DPV & Associates LLP, Practicing Company Secretary, to include his name in this Red Herring
Prospectus, as an “expert” as defined under section 2(38) and section 26(5) of the Companies Act, 2013
to the extent and in their capacity as practicing company secretary in respect of his certificate dated
September 2, 2025, confirming that the issuance of the securities of our Company from incorporation are
in compliance with the Companies Act, 2013 and such consent has not been withdrawn as on the date of
this Red Herring Prospectus.

Particulars regarding public or rights issues during the last five years

There have been no public issues, including any rights issues undertaken by our Company during the five years
preceding the date of this Red Herring Prospectus.

466
Capital issues by our Company and listed Group Company, subsidiaries or associates in the preceding
three years

Except as disclosed in “Capital Structure – Notes to Capital Structure” on page 104, our Company has not made
any capital issues during the three years immediately preceding the date of this Red Herring Prospectus. Our
Group Company has not made any capital issue during the three years preceding the date of this Red Herring
Prospectus. Our Company does not have any associate entities or listed subsidiaries.

Commission or brokerage on previous issues in the last five years

Since this is the initial public offering of Equity Shares, no sum has been paid or has been payable as commission
or brokerage for subscribing to or procuring or agreeing to procure public subscription for any of our Equity
Shares during the five years preceding the date of this Red Herring Prospectus.

Performance vis-à-vis Objects – Public/ rights issue of our Company

Our Company has not undertaken any public issues, including any rights issues pursuant to the SEBI ICDR
Regulations in the five years preceding the date of this Red Herring Prospectus.

Performance vis-à-vis Objects – Public/ rights issue of listed subsidiaries

None of our Subsidiaries are listed on any stock exchange.

Stock Market Data of the Equity Shares

This being the initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on any
stock exchange as on the date of this Red Herring Prospectus, and accordingly, no stock market data is available
for the Equity Shares.

467
Price information of past issues handled by the Book Running Lead Managers
Kotak Mahindra Capital Company Limited

1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Kotak Mahindra Capital
Company Limited
S. No. Issue name Issue size Issue price Listing date Opening price +/- % change in closing price, +/- % change in closing price, +/- % change in closing price,
(₹ million) (₹) on listing date [+/- % change in closing [+/- % change in closing [+/- % change in closing
(in ₹) benchmark]- 30th calendar benchmark]- 90th calendar benchmark]- 180th calendar
days from listing days from listing days from listing
1. Bluestone Jewellery and August, 19, Not applicable Not applicable Not applicable
15,406.50 517.00 510.00
Lifestyle Limited 2025
2. August, 14, Not applicable Not applicable Not applicable
JSW Cement Limited 36,000.00 147.00 153.50
2025
3. Smartworks Coworking Spaces 11.79%, [-1.91%] Not applicable Not applicable
5,825.55 407.001 July 17, 2025 435.00
Limited
4. Travel Food Services Limited 20,000.00 1,100.002 July 14, 2025 1,125.00 5.13%, [-2.37%] Not applicable Not applicable
5. Schloss Bangalore Limited 35,000.00 435.00 June 2, 2025 406.00 -6.86%, [3.34%] -8.17%, [-1.17%] Not applicable
6. Hexaware Technologies February 19,
87,500.00 708.003 745.50 3.45%, [1.12%] 5.16%, [8.78%] 1.31%, [7.41%]
Limited 2025
7. Dr. Agarwal's Health Care February 04,
30,272.60 402.00 402.00 3.82%, [-6.18%] -12.14%, [2.44%] 12.38%, [2.57%]
Limited 2025
8. December 30,
Ventive Hospitality Limited 16,000.00 643.004 716.00 5.51%, [-2.91%] 10.80%, [-0.53%] 7.10%, [8.43%]
2024
9. International Gemmological December 20,
42,250.00 417.005 510.00 24.24%, [-1.63%] -21.39%, [-2.88%] -11.45%, [5.37%]
Institute (India) Limited 2024
10. December 18,
Vishal Mega Mart Limited 80,000.00 78.00 104.00 39.96%, [-3.67%] 29.95%, [-6.98%] 58.58%, [2.15%]
2024
Source: [Link]; [Link]

Notes:
1. In Smartworks Coworking Spaces Limited, the issue price to eligible employees was ₹ 370 after a discount of ₹ 37 per equity share
2. In Travel Food Services Limited, the issue price to eligible employees was ₹ 996 after a discount of ₹ 104 per equity share
3. In Hexaware Technologies Limited, the issue price to eligible employees was ₹ 641 after a discount of ₹ 67 per equity share
4. In Ventive Hospitality Limited, the issue price to eligible employees was ₹ 613 after a discount of ₹ 30 per equity share
5. In International Gemmological Institute (India) Limited, the issue price to eligible employees was ₹ 378 after a discount of ₹ 39 per equity share
6. In the event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered.
7. The 30th, 90th, 180th calendar days from listed day have been taken as listing day plus 29, 89 and 179 calendar days.
8. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information.
9. Restricted to last 10 equity initial public issues.

468
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Kotak
Mahindra Capital Company Limited

No. of IPOs trading at discount - 30th No. of IPOs trading at premium - 30th No. of IPOs trading at discount - 180th No. of IPOs trading at premium - 180th
Total Total amount of funds
Financial calendar days from listing calendar days from listing calendar days from listing calendar days from listing
no. of raised
Year Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
IPOs (₹ million)
50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
2025-26 5 112,232.05 - - 1 - - 2 - - - - - -
2024-25 18 999,474.07 - - 3 2 7 6 1 1 5 4 3 4
2023-24 11 179,436.83 - - - 2 4 5 - - - 7 3 1
Notes:
1. The information is as on the date of this Red Herring Prospectus.
2. The information for each of the financial years is based on issues listed during such financial year.

Morgan Stanley India Company Private Limited

1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Morgan Stanley India
Company Private Limited

Sl. No. Issue name Issue si e (₹ Issue Listing date Opening +/- % change in +/- % change in closing +/- % change in closing
million) price price on closing price, [+/- % price, [+/- % change in price, [+/- % change in
(₹) listing date change in closing closing benchmark]- 90th closing benchmark]- 180th
(in ₹) benchmark]- 30th calendar days from calendar days from listing
calendar days from listing
listing
1 HDB Financial Services Limited 1,25,000.00 740.00 July 02, 2025 835.00 +2.5%[-3.0%] NA NA
2 Schloss Bangalore Limited 35,000.00 435.00 June 02, 406.00 -6.9% [+3.2%] -8.2% [-1.3%] NA
2025
3 Dr Agarwal’s Health Care Limited 30,272.60 402.00 February 04, 402.00 +4.0%[-4.4%] -12.0% [+4.2%] +12.4%[+5.2%]
2025
4 International Gemmological Institute 42,250.00 417.00 December 510.00 + 24.2%[- 3.1%] - 21.4%[- 4.4%] -11.5% [+3.8%]
(India) Limited 20, 2024

5 Sai Life Sciences Limited 80,000.00 549.00 December 650.00 + 30.6% [- 4.2%] + 28.4% [- 7.5%] +40.3% [+1.6%]
18, 2024
6 Vishal Mega Mart Limited 30,426.20 78.00 December 104.00 + 40.0%[- 4.2%] + 29.9%[- 7.5%] +58.6% [+1.6%]
18, 2024
7 Zinka Logistics Solutions Limited 11,147.22 273.00 November 280.90 + 83.8%[+ 1.0%] +54.3% [-1.8%] +78.2%[+5.7%]
22, 2024
8 Niva Bupa Health Insurance Company 22,000.00 74.00 November 78.14 + 13.0%[+ 5.1%] +8.1% +15.0%
limited 14, 2024 [-2.1%] [+5.8%]

469
 Sl. No. Issue name Issue si e (₹ Issue Listing date Opening +/- % change in +/- % change in closing +/- % change in closing
million) price price on closing price, [+/- % price, [+/- % change in price, [+/- % change in
(₹) listing date change in closing closing benchmark]- 90th closing benchmark]- 180th
(in ₹) benchmark]- 30th calendar days from calendar days from listing
calendar days from listing
listing
9 Hyundai Motor India Limited 2,78,556.83 1,960.00 October 22, 1,934.00 -6.6%[-5.1%] -8.7%[-6.4%] -15.2%[-3.8%]
2024
10. Brainbees Solutions Limited 41,937.28 465.00 August 13, 651.00 + 37.5%[+ 2.3%] +21.4%[-0.8%] -10.0%[-3.2%]
2024
11. Go Digit General Insurance Limited 26,146.46 272.00 May 23, 286.00 + 22.8%[+ 4.0%] + 30.8%[+ 9.3%] + 16.3%[+ 3.8%]
2024
Source: [Link]; for price information and prospectus/ basis of allotment for issue details.

Notes:
1. Issue size is as per the prospectus filed with SEBI with the figures rounded off to the nearest decimal point.
2. Benchmark index considered is NIFTY50.
3. If the 30th/90th/180th day falls on a trading holiday then pricing information on the preceding trading day has been considered.
4. Pricing Performance for the company is calculated as per the final offer price.
5. Pricing Performance for the benchmark index is calculated as per the close on the day prior to the listing date.

2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by
Morgan Stanley India Company Private Limited

Financi Tot Total No. of IPOs trading at discount - 30th No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
al Year al amount calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
no. of funds Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
of raised 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
IPO (₹ Mn.)
s
2025- 2 1,60,000. - - 1* - - 1* - - - - - -
26 00
2024- 9 5,62,736. - - 1 1 3 4 - - 3 2 1 3
25 58
2023- - - - - - - - - - - - - - -
24

Source: [Link]

Notes:
1. Total number of IPOs and total amounts of funds raised includes 11 Issues: HDB Financial Services Limited, Schloss Bangalore Limited, Dr Agarwal’s Health Care Limited, International Gemmological
Institute (India) Limited, Sai Life Sciences Limited, Vishal Mega Mart Limited, Zinka Logistics Solutions Limited, Niva Bupa Health Insurance Company limited, Hyundai Motor India Limited, Brainbees
Solutions Limited and Go Digit General Insurance Limited. Trading performance includes 10 issues: Hyundai Motor India Limited, Brainbees Solutions Limited, Go Digit General Insurance Limited

470
 and Niva Bupa Health Insurance Company Limited, Zinka Logistics Solutions Limited, Vishal Mega Mart Limited, Sai Life Sciences Limited, International Gemmological Institute (India) Limited, Dr
Agarwal’s Health Care Limited, Schloss Bangalore Limited.
2. * Only for those IPOs which have completed 30 or 180 calendar days from listing till now.

Goldman Sachs (India) Securities Private Limited

1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Goldman Sachs (India)
Securities Private Limited

Sr. Issue name Issue si e (in ₹ Issue Listing date Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. million) price price on price*, [+/- % change in price*, [+/- % change in price*, [+/- % change in
(₹) listing date closing benchmark]- 30th closing benchmark]- closing benchmark]-
calendar days from 90th calendar days from 180th calendar days from
listing listing listing
JSW Cement 36,000.00 147 August 14, 2025 153.5 NA NA NA
1
Limited
HDB Financial 125,000.00 740 July 02, 2025 835 +2.51% / [-2.69%] NA NA
2 Services
Limited
Bajaj Housing 65,600.00 70 September 16, 2024 150 +99.86% / [-1.29%] +89.23%/[-2.42%] +64.64% / [-11.77%]
3
Finance Limited
Ola Electric 61,455.59 76 August 9, 2024 76 +44.17% / [+1.99%] -2.11% / [+0.48%] -1.51% / [-2.58%]
4 Mobility
Limited
TBO Tek 15,508.09 920 May 15, 2024 1,426 +69.94% / [+5.40%] +84.90% / [+9.67%] +85.23% / [+8.77%]
5
Limited
Notes

1. Source: [Link]; [Link]

Notes:
1. Benchmark index considered is NIFTY 50
2. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case we have
considered the closing data of the preceding trading day.
3. In Ola Electric Mobility Limited, the issue price to eligible employees was ₹ 6 after a discount of ₹ 7 per equity share.

471
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by
Goldman Sachs (India) Securities Private Limited

No. of IPOs trading at No. of IPOs trading at

Total funds No. of IPOs trading at discount – 30th No. of IPOs trading at premium – 30th
discount – 180th calendar days premium – 180th calendar
raised calendar days from listing calendar days from listing
Total No. from listing days from listing
Financial Year
of IPO’s Less Less Less
Over Between Less than Between Over Between Over Between
(in ₹ million) Over 50% than than than
50% 25-50% 25% 25-50% 50% 25-50% 50% 25-50%
25% 25% 25%
2025-26 2 161,000.00 NA NA NA NA NA 1 NA NA NA NA NA NA
2024-25 3 142,563.68 NA NA NA 2 1 NA NA NA 1 2 NA NA
2023-24 - - - - - - - - - - - - - -
1. * The information is as on the date of this Draft Red Herring Prospectus.
2. The information for each of the financial years is based on issues listed during such financial year.

JM Financial Limited

1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by JM Financial Limited
Sr. Issue name Issue Size Issue price Listing Opening price on +/- % change in closing +/- % change in closing +/- % change in closing price,
No. (₹ million) (₹) Date Listing Date price, [+/- % change in price, [+/- % change in closing [+/- % change in
(in ₹) closing benchmark] - 30th benchmark] - 90th calendar closing benchmark] - 180th
calendar days from listing days from listing calendar days from listing
1. Vikram Solar Limited* 20,793.69 332.00 August 26, 2025 338.00 Not Applicable Not Applicable Not Applicable
2. JSW Cement Limited* 36,000.00 147.00 August 14, 2025 153.50 Not Applicable Not Applicable Not Applicable
3. Brigade Hotel Ventures Limited*11 7,596.00 90.00 July 31, 2025 81.10 -3.22% [-1.38%] Not Applicable Not Applicable
4. GNG Electronics Limited* 4,604.35 237.00 July 30, 2025 355.00 42.55% [-1.42%] Not Applicable Not Applicable
5. Indiqube Spaces Limited*7 7,000.00 237.00 July 30, 2025 216.00 -9.64% [-1.42%] Not Applicable Not Applicable
6. Anthem Biosciences Limited#9 33,950.00 570.00 July 21, 2025 723.10 43.54% [-0.68%] Not Applicable Not Applicable
7. Smartworks Coworking Spaces 5,825.55 407.00 July 17, 2025 435.00 11.79% [-1.91%] Not Applicable Not Applicable
Limited*10
8. HDB Financial Services Limited* 1,25,000.00 740.00 July 2, 2025 835.00 2.51% [-2.69%] Not Applicable Not Applicable
9. Kalpataru Limited*8 15,900.00 414.00 July 1, 2025 414.00 -2.83% [-2.69%] Not Applicable Not Applicable
10. Ellenbarrie Industrial Gases Limited* 8,525.25 400.00 July 1, 2025 486.00 41.09% [-2.69%] Not Applicable Not Applicable
Source: [Link] and [Link]
#
BSE as Designated Stock Exchange
* NSE as Designated Stock Exchange
Notes:
1. Opening price information as disclosed on the website of the Designated Stock Exchange.
2. Change in closing price over the issue/offer price as disclosed on Designated Stock Exchange.
3. For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock
Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.

472
 5. 30th calendar day has been taken as listing date plus 29 calendar days; 90 th calendar day has been taken as listing date plus 89 calendar days; 180 th calendar day has been taken a
listing date plus 179 calendar days.
6. Restricted to last 10 issues.
7. A discount of Rs. 22 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
8. A discount of Rs. 38 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
9. A discount of Rs. 50 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
10. A discount of Rs. 37 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
11. A discount of Rs. 3 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion .

2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by JM
Financial Limited.
Financial Total Total funds Nos. of IPOs trading at discount on as on Nos. of IPOs trading at premium on as on Nos. of IPOs trading at discount as on Nos. of IPOs trading at premium as on 180th
Year no. of raised 30th calendar days from listing date 30th calendar days from listing date 180th calendar days from listing date calendar days from listing date
IPOs (` Millions) Over Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
50% 25% - 50% 25% 25%-50% 25% 25%-50% 25% 25%-50% 25%
2025-2026 14 3,48,872.20 - 1 3 - 3 3 - - - - - -
2024-2025 13 2,55,434.10 - - 5 5 2 1 1 3 1 4 1 2
2023-2024 24 2,88,746.72 - - 7 4 5 8 - - 5 7 5 7

473
Mechanism for redressal of investor grievances

The Registrar Agreement provides for retention of records with the Registrar to the Offer for a minimum period
of eight years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges,
in order to enable the investors to approach the Registrar to the Offer for redressal of their grievances.

Bidders may contact our Company Secretary and Compliance Officer and/or the Registrar to the Offer in case of
any pre-Offer or post-Offer related problems such as non-receipt of Allotment Advice, non-credit of Allotted
Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by
electronic mode, etc. For all Offer related queries and for redressal of complaints, investors may also write to the
BRLMs.

All Offer related grievances, other than those of Anchor Investors may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary with whom the ASBA Form was submitted, giving full details
such as name of the sole or First Bidder, ASBA number, Bidder’s DP ID, Client ID, PAN, address of Bidder,
number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount
was blocked or the UPI ID (for UPI Bidders), date of ASBA Form, and the name and address of the relevant
Designated Intermediary where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment
Slip or the application number from the Designated Intermediary in addition to the documents or information
mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed
to the Stock Exchanges with a copy to the Registrar to the Offer.

All Offer related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or first Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.

In terms of SEBI ICDR Master Circular, any ASBA Bidder whose Bid has not been considered for Allotment, due
to failure on the part of any SCSB, shall have the option to seek redressal of the same within three months of the
date of listing of the Equity Shares with the concerned SCSB. SCSBs are required to resolve these complaints
within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for
any delay beyond this period of 15 days.

Separately, pursuant to the SEBI ICDR Master Circular, the following compensation mechanism shall be
applicable for investor grievances in relation to Bids made through the UPI Mechanism, for which the relevant
SCSBs shall be liable to compensate the investor:

Scenario Compensation amount Compensation period

Delayed unblock for ₹ 100 per day or 15% per annum of the Bid From the date on which the request for
cancelled/withdrawn/deleted Amount, whichever is higher cancellation/withdrawal/deletion is placed
applications on the bidding platform of the Stock
Exchanges till the date of actual unblock
Blocking of multiple 1. Instantly revoke the blocked funds From the date on which multiple amounts
amounts for the same Bid other than the original application were blocked till the date of actual unblock
made through the UPI amount; and
Mechanism 2. ₹100 per day or 15% per annum of
the total cumulative blocked
amount except the original Bid
Amount, whichever is higher
Blocking more amount than 1. Instantly revoke the difference amount, From the date on which the funds to the
the Bid Amount i.e., the blocked amount less the Bid excess of the Bid Amount were blocked till
Amount; and the date of actual unblock
2. ₹100 per day or 15% per annum of the
difference amount, whichever is higher
Delayed unblock for non – ₹100 per day or 15% per annum of the Bid From the Working Day subsequent to the
Allotted/partially Allotted Amount, whichever is higher finalization of the Basis of Allotment till the
applications date of actual unblock

Further, in the event there is a delay in redressal of the investor grievance, the BRLMs shall compensate the
investors at the rate higher of ₹100 or 15% per annum of the application amount. The compensation shall be

474
payable for the period ranging from the day on which the investor grievance is received till the date of actual
unblock.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated
by the intermediary responsible for causing such delay in unblocking in accordance with applicable law. Further,
investors shall be entitled to compensation in the manner specified in the SEBI circular
(SEBI/HO/CFD/DIL1/CIR/P/2021/47) dated March 31, 2021 and the SEBI Master Circular in case of delays in
resolving investor grievances in relation to blocking/unblocking of funds.

Further, in terms of SEBI Master Circular, the payment of processing fees to the SCSBs shall be undertaken
pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i)
unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii)
applicable compensation relating to investor complaints has been paid by the SCSB.

Our Company, each of the Selling Shareholders, severally and not jointly, the BRLMs and the Registrar to the
Offer accept no responsibility for errors, omissions, commission of any acts of the Designated Intermediaries,
including any defaults in complying with its obligations under the SEBI ICDR Regulations.

Disposal of investor grievances by our Company

Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSBs
in case of ASBA bidders for the redressal of routine investor grievances shall be 10 Working Days from the date
of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved,
our Company will seek to redress these complaints as expeditiously as possible.

Our Company has obtained authentication on the SEBI SCORES platform and is in compliance with the SEBI
Circular number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023, as amended, in relation to
redressal of investor grievances through SCORES. Our Company has not received any investor complaint during
the three years preceding the date of this Red Herring Prospectus and as on date, there are no investor complaints
pending.

Our Company has appointed Sonali Singh, as the Company Secretary and Compliance Officer of our Company.
See “General Information – Company Secretary and Compliance Officer” beginning on page 96.

The Selling Shareholders has authorised the Company Secretary and Compliance Officer, and the Registrar to the
Offer to deal with and redress, on its behalf any investor grievances received in the Offer in relation to its Offered
Shares.

Our Company has also constituted a Stakeholders’ Relationship Committee to resolve 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 and issue of new/duplicate certificates. See “Our Management –
Stakeholders’ Relationship Committee” beginning on page 291

Our Company has not received any investor complaint during the three years preceding the date of this Red
Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this
Red Herring Prospectus.

Other confirmations

Any person connected with the Offer shall not offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or services or otherwise, to any person for making a Bid in the Offer, except for fees or
commission for services rendered in relation to the Offer.

Exemption from complying with any provisions of securities laws, if any, granted by Securities and
Exchange Board of India

Our Company has not sought any exemption from complying with any provisions of securities laws as on the date
of this Red Herring Prospectus.

475
 SECTION VII: OFFER INFORMATION

TERMS OF THE OFFER

The Equity Shares being offered and Allotted pursuant to the Offer will be subject to the provisions of the
Companies Act, 2013, the SEBI ICDR Regulations, the SCRA, the SCRR, the MoA, the AoA, the SEBI Listing
Regulations, the terms of the Draft Red Herring Prospectus, this Red Herring Prospectus and the Prospectus, the
Bid cum Application Form, the Revision Form, the Abridged Prospectus and other terms and conditions as may
be incorporated in the CAN (for Anchor Investors), Allotment Advice and other documents and certificates that
may be executed in respect of the Offer. The Equity Shares shall also be subject to all applicable laws, guidelines,
rules, notifications and regulations relating to the issue of capital, offer for sale and listing and trading of securities,
issued from time to time, by the SEBI, the Stock Exchanges, the GoI, the RoC, the RBI and/or other authorities,
as in force on the date of the Offer and to the extent applicable or such other conditions as maybe prescribed by
the SEBI, the GoI, the Stock Exchanges, the RoC, the RBI and/or any other governmental, statutory or regulatory
authorities while granting approval for the Offer.

The Offer

The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. Expenses
for the Offer shall be incurred in the manner specified in “Objects of the Offer – Offer related expenses” beginning
on page 164.

Ranking of Equity Shares

The Equity Shares being offered/Allotted and transferred pursuant to the Offer will rank pari passu in all respects
with the existing Equity Shares of our Company, including in respect of rights to receive dividends and other
corporate benefits, if any, declared by our Company after the date of Allotment as per the applicable laws. See,
“Main Provisions of the Articles of Association” beginning on page 509.

Mode of payment of dividend

Our Company will pay dividends, if declared, to the Shareholders, as per the provisions of the Companies Act,
2013, the SEBI Listing Regulations, the MoA, the AoA, and any guidelines or directives that may be issued by
the GoI in this respect or any other applicable law. Any dividends declared, after the date of Allotment in the
Offer, will be payable to the Allottees who have been Allotted Equity Shares in the Offer, for the entire year, in
accordance with applicable laws. See “Dividend Policy” and “Main Provisions of the Articles of Association”
beginning on pages 301 and 509, respectively.

Face Value, Offer Price and Price Band

The face value of each Equity Share is ₹ 1 each and the Offer Price at the lower end of the Price Band is ₹ [●] per
Equity Share and at the higher end of the Price Band is ₹ [●] per Equity Share. The Anchor Investor Offer Price
is ₹ [●] per Equity Share.

The Price Band and the minimum Bid Lot will be decided by our Company in consultation with the BRLMs, and
published by our Company in all editions of Financial Express (a widely circulated English national daily
newspaper), and all editions of Jansatta (a widely circulated Hindi daily newspaper, Hindi being the regional
language of New Delhi, where our Registered Office is located), at least two Working Days prior to the Bid/Offer
Opening Date, and shall be made available to the Stock Exchanges for the purpose of uploading the same on their
websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price
shall be pre-filled in the Bid-cum-Application Forms available at the respective websites of the Stock Exchanges.
The Offer Price shall be determined by our Company, in consultation with the BRLMs, after the Bid/Offer Closing
Date, on the basis of assessment of market demand for Equity Shares offered by way of the Book Building Process.

At any given point in time there will be only one denomination for the Equity Shares.

Compliance with disclosure and accounting norms

Our Company shall comply with all disclosure and accounting norms as specified by the SEBI from time to time.

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Rights of the equity shareholders

Subject to applicable laws, rules, regulations and guidelines and the AoA, the equity shareholders will have the
following rights:

• right to receive dividends, if declared;

• right to attend general meetings and exercise voting powers, unless prohibited by law;

• right to vote on a poll either in person or by proxy and e-voting in accordance with the provisions of the
Companies Act;

• right to receive offers for rights shares and be allotted bonus shares, if announced;

• right to receive any surplus on liquidation subject to any statutory and preferential claims being satisfied;

• right of free transferability of their Equity Shares, subject to applicable foreign exchange regulations and
other applicable law; and

• such other rights as may be available to a shareholder of a listed public company under the Companies
Act, the terms of the SEBI Listing Regulations and our MoA and AoA.

For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture, lien, transfer, transmission, consolidation and splitting, see “Main Provisions of the Articles of
Association” beginning on page 509.

Allotment only in dematerialised form

Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be
allotted only in dematerialised form. Hence, the Equity Shares offered through this Red Herring Prospectus can
be applied for in dematerialised form only. As per the SEBI ICDR Regulations, the trading of the Equity Shares
shall only be in dematerialised form.

In this context, two agreements have been entered into and amongst our Company, the respective Depositories
and the Registrar to the Offer:

• Tripartite Agreement January 28, 2025 among NSDL, our Company and the Registrar to the Offer.

• Tripartite Agreement January 28, 2025 among CDSL, our Company and Registrar to the Offer.

Market lot and trading lot

Since trading of the Equity Shares will be in dematerialised form, the tradable lot is one Equity Share. Allotment
in the Offer will be only in electronic form in multiples of [●] Equity Share, subject to a minimum Allotment of
[●] Equity Shares of face value of ₹1 each. For the method of Basis of Allotment, see “Offer Procedure” beginning
on page 486.

Jurisdiction

Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in New Delhi, India.

Joint Holders

Subject to the provisions of the AoA, where two or more persons are registered as the holders of the Equity Shares,
they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.

Nomination facility to investors

In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and
Debentures) Rules, 2014, as amended, the Sole Bidder, or the First Bidder along with other joint Bidders, may
nominate any one person in whom, in the event of the death of the Sole Bidder or in case of joint Bidders, death
of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest to the exclusion of all other
persons, unless the nomination is varied or cancelled in the prescribed manner. A person, being a nominee, entitled

477
to the Equity Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to
which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee
is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become
entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded
upon a sale, transfer or alienation of Equity Share(s) by the person nominating. A nomination may be cancelled
or varied by nominating any other person in place of the present nominee by the holder of the Equity Shares who
has made the nomination by giving a notice of such cancellation. A buyer will be entitled to make a fresh
nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on
request at our Registered Office or to the Registrar and Share Transfer Agents of our Company.

Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013, as amended,
will, on the production of such evidence as may be required by our Board, elect either:

• to register himself or herself as holder of Equity Shares; or

• to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board
may thereafter withhold payment of all dividend, interests, bonuses or other monies payable in respect of the
Equity Shares, until the requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Offer will be made only in dematerialised form, there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Bidder will prevail. If Bidders want to change their nomination, they are advised to inform their respective
Depository Participants.

Bid/Offer Period

BID/OFFER OPENS ON* Wednesday, September 10, 2025

BID/OFFER CLOSES ON**# Friday, September 12, 2025
*
Our Company in consultation with the BRLMs, may consider participation by Anchor Investors. The Anchor Investor Bid/ Offer Date
shall be one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
#
UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.

An indicative timetable in respect of the Offer is set out below:

FINALISATION OF BASIS OF ALLOTMENT WITH THE DESIGNATED On or about Monday, September 15, 2025
STOCK EXCHANGE
INITIATION OF REFUNDS FOR ANCHOR INVESTORS/ UNBLOCKING On or about Tuesday, September 16, 2025
OF FUNDS FROM ASBA ACCOUNT*
CREDIT OF EQUITY SHARES TO DEPOSITORY ACCOUNTS On or about Tuesday, September 16, 2025
COMMENCEMENT OF TRADING OF THE EQUITY SHARES ON THE On or about Wednesday, September 17, 2025
STOCK EXCHANGE
*
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding
two Working Days from the Bid/Offer Closing Date for cancelled/withdrawn/deleted ASBA Forms, the Bidder shall be compensated at a
uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the Bid/Offer Closing Date by the
intermediary responsible for causing such delay in unblocking. The BRLMs and shall, in their sole discretion, identify and fix the liability
on such intermediary or entity responsible for such delay in unblocking. The Bidder shall be compensated by the manner specified in the
SEBI ICDR Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of our
Company with the SCSBs, to the extent applicable. The processing fees for applications made by UPI Bidders may be released to our
remitter banks (SCSBs) only after such banks provide a written confirmation in compliance with SEBI ICDR Master Circular for which
the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of our Company with the SCSBs, to the extent
applicable. The processing fee for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such
banks provide a written confirmation on compliance with SEBI ICDR Master Circular.

The above timetable is indicative and does not constitute any obligation on our Company or any of the
Selling Shareholders or the BRLMs.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three
Working days of Bid/ Offer Closing Date or such time as may be prescribed by SEBI, the timetable may be
extended due to various factors, such as extension of the Bid/Offer Period by our Company, in consultation
with the BRLMs, revision of the Price Band or any delay in receiving the final listing and trading approval
from the Stock Exchanges or delay in receipt of final certificates from SCSBs, etc. The commencement of

478
trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance
with the applicable laws. Each of the Selling Shareholders, severally and not jointly, confirms that it shall
extend reasonable support and co-operation to our Company, to the extent such reasonable support and
cooperation is in relation to its respective portion of the Offered Shares, as required under applicable law,
to facilitate the process of listing and commencement of trading of the Equity Shares on the Stock Exchanges
within three Working Days from the Bid/Offer Closing Date or such time as prescribed by SEBI.

SEBI vide SEBI Master Circular has reduced the post issue timeline for initial public offerings. The revised
timeline of T+3 days had been made applicable in two phases, i.e., voluntary for all public issues opening on or
after September 1, 2023 and mandatory on or after December 1, 2023. Accordingly, the Offer will be made under
UPI Phase III T+3 listing on mandatory basis, subject to any circulars, clarification or notification issued by the
SEBI from time to time.

In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance
with timelines and activities prescribed by the SEBI in connection with the allotment and listing procedure within
three Working days of Bid/ Offer Closing Date or such time prescribed by SEBI, identifying non-adherence to
timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it.

Any circulars or notifications from SEBI after the date of this Red Herring Prospectus may result in changes to
the listing timelines. Further, the offer procedure is subject to change basis any revised SEBI circulars to this
effect.

Submission of Bids (other than Bids from Anchor Investors):

Bid/Offer Period (except the Bid/Offer Closing Date)

Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. IST
Bid/Offer Closing Date*
Submission of Electronic Applications (Online ASBA through Only between 10.00 a.m. and up to 5.00 p.m. IST
3-in-1 accounts) – For RIBs and Eligible Employees Bidding in
the Employee Reservation Portion, other than QIBs and Non-
Institutional Bidders
Submission of Electronic Applications (Bank ASBA through Only between 10.00 a.m. and up to 4.00 p.m. IST
Online channels like Internet Banking, Mobile Banking and
Syndicate UPI ASBA applications)
Submission of Electronic Applications (Syndicate Non-Retail, Only between 10.00 a.m. and up to 3.00 p.m. IST
Non-Individual Applications)
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of Physical Applications (Syndicate Non-Retail, Only between 10.00 a.m. and up to 12.00 p.m. IST
Non-Individual Applications of QIBs and Non-Institutional
Bidders
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. on the Bid/Offer Opening Date and up to 4.00
Bidders categories# p.m. IST on Bid/Offer Closing Date
Upward or downward Revision of Bids or cancellation of Bids Only between 10.00 a.m. on the Bid/Offer Opening Date and up to 5.00
by RIBs and Eligible Employees Bidding in the Employee p.m. IST on Bid/Offer Closing Date
Reservation Portion
*
UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
#
QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/ withdraw their Bids.

On the Bid/Offer Closing Date, the Bids shall be uploaded until:

(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders; and

(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail
Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion.

On Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received by RIBs and Eligible Employees Bidding in the Employee Reservation Portion, after taking into account
the total number of Bids received up to closure of timings for acceptance of Bid cum Application Forms as stated
herein and as reported by the BRLMs to the Stock Exchanges.

The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on a
daily basis within 60 minutes of the bid closure time from the Bid/Offer Opening Date till the Bid/Offer Closing
Date by obtaining such information from the Stock Exchanges. The SCSBs shall unblock such applications by the
closing hours of the Working Day and submit the confirmation to the BRLMs and the Registrar to the Offer on a
daily basis, as per the format prescribed in SEBI ICDR Master Circular.

479
It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA Account and
Bids not uploaded on the electronic bidding system or in respect of which the full Bid amount is not blocked by
SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be
rejected.

To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only
once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.

Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/Offer Closing Date and, in any case, no later than 12.00 p.m. (Indian
Standard Time) on the Bid/ Offer Closing Date. Any time mentioned in this Red Herring Prospectus is IST.
Bidders are cautioned that, in the event a large number of Bids are received on the Bid/Offer Closing Date, some
Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered
for allocation under the Offer. Bids will be accepted on the Stock Exchange platform only during Working Days,
during the Bid/ Offer Period. The Designated Intermediaries shall modify select fields uploaded in the Stock
Exchange Platform during the Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock
Exchange(s) send the bid information to the Registrar to the Offer for further processing. Further, as per letter no.
list/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and
NSE, respectively. Bids and any revision in Bids shall not be accepted on Saturdays, Sundays and public/bank
holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated
Intermediary in the electronic system to be provided by the Stock Exchanges. None among our Company, the
Selling Shareholders or any member of the Syndicate is liable for any failure in (i) uploading the Bids due to faults
in any software/ hardware system or otherwise; and (ii) the blocking of Bid Amount in the ASBA Account on
receipt of instructions from the Sponsor Bank(s) on account of any errors, omissions or non-compliance by various
parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism.

Our Company in consultation with the BRLMs, reserves the right to revise the Price Band during the Bid/Offer
Period in accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on
either side, i.e., the Floor Price may move up or down to the extent of 20% of the Floor Price and the Cap Price
will be revised accordingly, but the Floor Price shall not be less than the face value of the Equity Shares. In all
circumstances, the Cap Price shall be less than or equal to 120% of the Floor Price. Provided that, the Cap Price
of the Price Band shall be at least 105% of the Floor Price.

In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional
Working Days following such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our
Company, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of one Working
Day, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and
the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock
Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the
BRLMs and at the terminals of the Syndicate Members and by intimation to the Designated Intermediaries
and the Sponsor Banks, as applicable. In case of revision of Price Band, the Bid Lot shall remain the same.

In case of discrepancy in data entered in the electronic book vis-à-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as
the final data for the purpose of Allotment.

Minimum Subscription

On the date of closure of the Offer, if our Company does not receive (i) minimum subscription of 90% of the Fresh
Issue; or (ii) a subscription in the Offer equivalent to at least the minimum number of securities as specified under
Rule 19(2)(b) of the SCRR, or (iii) in case of devolvement of Underwriting, aforesaid minimum subscription is
not received within 60 days from the date of Bid/ Offer Closing Date; or (iv) if the listing or trading permission is
not obtained from the Stock Exchanges for the Equity Shares in the Offer, our Company shall forthwith refund
the entire subscription amount received, within the timeline prescribed under applicable law. If there is a delay
beyond such timeline, our Company shall pay interest at the rate of 15% per annum in accordance with circulars
issued by SEBI including the SEBI ICDR Master Circular.

Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire
application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any,

480
in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company shall
be liable to pay interest on the application money in accordance with applicable laws.

In case of under-subscription in the Offer, the Equity Shares will be allotted in the following order of priority: (a)
Equity Shares will first be Allotted by our Company such that 90% of the Fresh Issue will be issued prior to the
sale of Equity Shares in the Offer for Sale, provided that the balance subscription in the Offer will be met in the
following order of priority (i) through the sale of the Offered Shares being offered by the Selling Shareholders in
the Offer for Sale on a pro rata basis, in proportion to the number of their respective Offered shares; and (ii)
through the issuance of balance part of the Fresh Issue. For avoidance of doubt, it is hereby clarified that balance
Equity Shares of the Fresh Issue (i.e., 10% of the Fresh Issue) will be offered only once the entire portion of the
Offered Shares is Allotted in the Offer.

Arrangements for disposal of odd Lots

Since the Equity Shares will be treated in dematerialised form only, and the market lot for the Equity Shares will
be one Equity Share, there are no arrangements for disposal of odd lots.

New financial instruments

Our Company is not issuing any new financial instruments through the Offer.

Restrictions, if any on transfer and transmission of Equity Shares

Except for lock-in of pre-Offer equity shareholding, Minimum Promoter’s Contribution and Anchor Investor lock-
in, in the Offer, as detailed in “Capital Structure” beginning on page 104 and except as provided in our AoA as
detailed in “Main provisions of the Articles of Association” beginning on page 509, there are no restrictions on
transfers and transmission of shares/debentures and on their consolidation/splitting.

Option to receive Equity Shares in dematerialized form

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form.
Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the
Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.

Withdrawal of the Offer

Our Company, in consultation with the BRLMs, and each of the Selling Shareholders to the extent of its respective
portion of the Offered Shares, reserve the right not to proceed with the Offer, in whole or in part thereof, after the
Bid/Offer Opening Date but before the Allotment. In such an event, our Company would issue a public notice in
the newspapers in which the pre-Offer and price band advertisement was published, within two days of the
Bid/Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding
with the Offer and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed.
The BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Banks, in case of UPI
Bidders, to unblock the bank accounts of the ASBA Bidders within one Working Day from the date of receipt of
such notification and also inform the Bankers to the Offer to process refunds to the Anchor Investors, as the case
may be. The notice of withdrawal will be issued in the same newspapers where the pre-Offer and price band
advertisement has appeared and the Stock Exchanges will also be informed promptly.

If our Company in consultation with the BRLMs withdraw the Offer after the Bid/Offer Closing Date and
thereafter determines that it will proceed with a public offering of the Equity Shares, our Company shall file a
fresh draft red herring prospectus with SEBI. Notwithstanding the foregoing, the Offer is also subject to obtaining
(i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after
Allotment and within three Working Days of the Bid/ Offer Closing Date or such other time period as prescribed
under applicable law; and (ii) the final RoC approval of the Prospectus after it is filed and/ or submitted with the
RoC and the Stock Exchanges. If Allotment is not made within the prescribed time period under applicable law,
the entire subscription amount received will be refunded/unblocked within the time prescribed under applicable
law.

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 OFFER STRUCTURE

The Offer is of [●] Equity Shares of face value of ₹1 each, for cash at a price of ₹ [●] per Equity Share (including
a premium of ₹ [●] per Equity Share) aggregating up to ₹ 19,000 million comprising a Fresh Issue of [●] Equity
Shares of face value of ₹1 each, aggregating up to ₹ 4,720 million by our Company and an Offer for Sale of [●]
Equity Shares of face value of ₹1 each, aggregating up to ₹ 14,280 million by the Selling Shareholders. The Offer
comprises Employee Reservation Portion of [●] Equity Shares of face value of ₹ 1 each aggregating upto ₹ 25
million and a Net Offer of [●] Equity Shares of face value of ₹ 1 each. The Employee Reservation Portion shall
not exceed 5% of our post-Offer paid-up Equity Share capital. The Offer and the Net Offer shall constitute [●]%
and [●]%, respectively of the post-Offer paid-up Equity Share capital of our Company.

In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance
with Regulation 31 of the SEBI ICDR Regulations.

Particulars Eligible Employees QIBs(1) NIBs RIBs

Number of Up to [●] Equity Shares Not less than [●] Equity Not more than [●] Equity Not more than [●]
Equity Shares of of face value of ₹ 1 each Shares of face value of Shares of face value of ₹1 Equity Shares of face
face value of ₹ 1 ₹1 each, aggregating to ₹ each, available for value of ₹1 each,
each available [●] million, subject to the allocation or Net Offer available for allocation
for Allotment or allocation/ allotment of less allocation to QIB or Net Offer less
allocation*(2) not less than 75% of the Bidders and RIBs allocation to QIB
Net Offer Bidders and Non-
Institutional Bidders
Percentage of Up to [●] % of the post Not less than 75% of the Not more than 15% of the Not more than 10% of
Offer Size Offer paid-up equity Net Offer being available Net Offer less allocation to the Net Offer or the
available for share capital of our for allocation to QIB QIB Bidders and RIBs Offer less allocation to
Allotment or Company Bidders. However, up to shall be available for QIB Bidders and NIBs
allocation 5% of the QIB Portion allocation, subject to the will be available for
will be available for following: allocation
allocation (i) one-third of the
proportionately to portion available to
Mutual Funds only. NIBs shall be
Mutual Funds reserved for
participating in the applicants with an
Mutual Fund Portion will application size of
also be eligible for more than ₹ 200,000
allocation in the and up to ₹1,000,000
remaining QIB Portion million; and
(excluding the Anchor (ii) two-third of the
Investor Portion). The portion available to
unsubscribed portion in NIBs shall be
the Mutual Fund Portion reserved for
will be available for applicants with
allocation to other QIBs application size of
more than ₹1,000,000
provided that the
unsubscribed portion
in either of the
subcategories
specified above may
be allocated to
applicants in the other
sub-category of NIBs
Basis of Proportionate, unless Proportionate as follows The Allotment of Equity The allotment to each
Allotment if the Employee (excluding the Anchor Shares to each NIBs shall RIBs shall not be less
respective Reservation Portion is Investor Portion): not be less than the than the minimum Bid
category is undersubscribed, the a) up to [●] Equity minimum application size, Lot, subject to
oversubscribed* value of allocation to an Shares of face value of subject to availability in availability of Equity
Eligible Employee shall ₹1 each, shall be the Non-Institutional Shares in the Retail
not exceed ₹ 200,000 available for allocation Portion, and the remainder, Portion and the
(net of employee on a proportionate basis if any, shall be allotted on remaining available
discount, if any). In the to Mutual Funds only; a proportionate basis in Equity Shares if any,
event of accordance with the shall be Allotted on a
undersubscription in the conditions specified in proportionate basis. See

482
Particulars Eligible Employees QIBs(1) NIBs RIBs
Employee Reservation b) up to [●] Equity Schedule XIII to the SEBI “Offer Procedure”
Portion, the
Shares of face value of ICDR Regulations beginning on page 486
unsubscribed portion
₹1 each, shall be
may be allocated, on aavailable for allocation
proportionate basis, to
on a proportionate basis
Eligible Employees
to all QIBs, including
Bidding in the
Mutual Funds receiving
Employee Reservation allocation as per (a)
Portion for value
above; and up to [●]
exceeding ₹ 200,000 Equity Shares of face
(net of employee
value of ₹1 each, may be
discount, if any), subject
allocated on a
to total Allotment to an
discretionary basis to
Eligible Employee not Anchor Investors, of
exceeding ₹ 500,000 which one-third shall be
(net of employee
available for allocation
discount, if any) to Mutual Funds only,
subject to valid Bid
received from Mutual
Funds at or above the
Anchor Investor
Allocation Price.
Mode of ASBA Process only Through ASBA process Through ASBA process Through ASBA process
Bidding^ (including the UPI only (except Anchor only (including the UPI only (including the UPI
Mechanism) Investors) (excluding the Mechanism for Bids up to Mechanism)
UPI Mechanism) ₹ 500,000)
Minimum Bid [●] Equity Shares of Such number of Equity For NIBs applying under [●] Equity Shares of
face value of ₹ 1 each Shares in multiples of [●] one-third of the Non- face value of ₹1 each
Equity Shares of face Institutional Portion (with
value of ₹1 each, such application size of more
that the Bid Amount than ₹200,000 and up to
exceeds ₹ 200,000 ₹1,000,000) such number
of Equity Shares in
multiples of [●] Equity
Shares of face value of ₹1
each, such that the Bid
Amount exceeds ₹
200,000. For NIBs
applying under two-thirds
of the Non-Institutional
Portion (with application
size of more than
₹1,000,000) such number
of Equity Shares in
multiples of [●] Equity
Shares of face value of ₹1
each, such that the Bid
Amount exceeds ₹
1,000,000.
Maximum Bid Such number of Equity Such number of Equity For Non-Institutional Such number of Equity
Shares in multiples of Shares in multiples of [●] Bidders applying under Shares of face value of ₹
[●] Equity Shares of Equity Shares of face one-third of the Non- 1 each in multiples of
face value of ₹ 1 each, value of ₹1 each, not Institutional Portion (with [●] Equity Shares of
so as to ensure that the exceeding the size of the application size of more face value of ₹1 each, so
Bid Amount by each Net Offer (excluding the than ₹200,000 and up to that the Bid Amount
Eligible Employee does Anchor Investor ₹1,000,000) such number does not exceed ₹
not exceed ₹ 500,000 Portion), subject to of Equity Shares in 200,000
less employee discount, applicable limits to each multiples of [●] Equity
if any Bidder Shares of face value of ₹1
each, such that the Bid
Amount does not exceeds
₹ 1,000,000.
For Non-Institutional
Bidders applying under
two-thirds of the Non-
Institutional Portion (with

483
Particulars Eligible Employees QIBs(1) NIBs RIBs
application size of more
than ₹1,000,000) such
number of Equity Shares in
multiples of [●] Equity
Shares of face value of ₹ 1
each not exceeding the size
of the Net Offer,
(excluding the QIB
Portion) subject to limits
applicable to the Bidder
Mode of Compulsory in dematerialized form
Allotment
Bid Lot [●] Equity Shares of face value of ₹1 each and in multiples of [●] Equity Shares of face value of ₹1 each
thereafter
Allotment Lot [●] Equity Shares of [●] Equity Shares of face For NIBs allotment shall [●] Equity Shares of
face value of ₹1 each, value of ₹1 each, and in not be less than the face value of ₹1 each,
and in multiples of one multiples of one Equity Minimum non- and in multiples of one
Equity Share of face Share of face value of ₹ 1 institutional application Equity Share of face
value of ₹ 1 each each thereafter size value of ₹ 1 each
thereafter thereafter
Trading Lot One Equity Share
Who can Eligible Employees Public financial Resident Indian Resident Indian
apply(3)(4)(5)(6) institutions as specified individuals, Eligible NRIs, individuals, Eligible
in Section 2(72) of the HUFs (in the name of the NRIs and HUFs (in the
Companies Act, karta), companies, name of the karta)
scheduled commercial corporate bodies, scientific
banks, multilateral and institutions, societies, and
bilateral development trusts and any individuals,
financial institutions, corporate bodies and
Mutual Funds, FPIs other family offices which are
than individuals, re-categorised as category
corporate bodies and II FPI (as defined in the
family offices, VCFs, SEBI FPI Regulations) and
AIFs, FVCIs, state registered with SEBI.
industrial development
corporation, insurance
company registered with
IRDAI, provident funds
with minimum corpus of
₹ 250 million, pension
funds with minimum
corpus of ₹ 250 million
registered with the
Pension Fund Regulatory
and Development
Authority established
under the provisions of
Pension Fund Regulatory
and Development
Authority Act, 2013,
National Investment
Fund set up by the GoI,
insurance funds set up
and managed by army,
navy or air force of the
Union of India, insurance
funds set up and
managed by the
Department of Posts,
India and systemically
important NBFCs.
Terms of In case of Anchor Investors: Full Bid amount shall be payable by the Anchor Investors at the time of
Payment submission of their Bids(4)
In case of all other Bidders: Full Bid amount shall be blocked by the SCSBs in the bank account of the
ASBA Bidder (other than Anchor Investors), or by the Sponsor Banks through the UPI Mechanism, that
is specified in the ASBA Form at the time of submission of the ASBA Form

484
*
Assuming full subscription in the Offer.
^
As per SEBI ICDR Master Circular ASBA applications in public issues shall be processed only after the application monies are blocked
in the bank accounts of the investors. Accordingly, Stock Exchanges shall, for all categories of investors viz. QIBs, NIIs and RIIs and
also for all modes through which the applications are processed, accept the ASBA applications in their electronic book building platform
only with a mandatory confirmation on the application monies blocked.

(1)
Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor
Offer Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor
Investor Portion is up to ₹100,000,000, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹100,000,000 but up to ₹ 2,500,000,000 under the Anchor Investor Portion, subject to a minimum Allotment
of ₹ 50,000,000 per Anchor Investor, and (iii) in case of allocation above ₹ 2,500,000,000 under the Anchor Investor Portion, a minimum
of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹ 2,500,000,000, and an additional 10 Anchor Investors
for every additional ₹ 2,500,000,000 or part thereof will be permitted, subject to minimum allotment of ₹ 50,000,000 per Anchor Investor.
An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹100,000,000. One-third
of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being received at or above the price at
which allocation is made to Anchor Investors, which price shall be determined by our Company in consultation with the BRLMs.
(2)
Subject to valid Bids being received at or above the Offer Price. This Offer is being made in accordance with Rule 19(2)(b) of the SCRR
and Regulation 6(2) of the SEBI ICDR Regulations.
(3)
In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same
joint names and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum Application
Form should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held
in joint names. The signature of only such First Bidder would be required in the Bid cum Application Form and such First Bidder would
be deemed to have signed on behalf of the joint holders.
(4)
Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided
that any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor
Investor pay-in date as indicated in the CAN. For details of terms of payment of applicable to Anchor Investors, see General Information
Document available on the website of the Stock Exchanges and the BRLMs. Anchor Investors are not permitted to participate in the Offer
through the ASBA process.
(5)
Bids by FPIs with certain structures as described under “Offer Procedure – Bids by Foreign Portfolio Investors” beginning on page
491 and having the same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and
Allotted to such successful Bidders (with the same PAN) may be proportionately distributed.
(6)
Bidders will be required to confirm and will be deemed to have represented to our Company, each of the Selling Shareholders, the
Underwriters, their respective directors, officers, designated partners, partners, trustees, associates, agents, affiliates and representatives
that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except
the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories
at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange, on a
proportionate basis.

Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band can make
payment based on Bid Amount, at the time of making a Bid. Eligible Employees bidding in the Employee
Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, at the time of making a Bid.
Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category except
the QIB Portion, would be met with spill-over from the other categories or a combination of categories at the
discretion of our Company in consultation with the BRLMs, and the Designated Stock Exchange, on proportionate
basis as per the SEBI ICDR Regulations.

Eligible Employees bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount
does not exceed ₹500,000 (net of employee discount, if any). However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed ₹200,000 (net of employee discount, if any).
Only in the event of an under-subscription in the Employee Reservation Portion post the initial Allotment, such
unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee
Reservation Portion, for a value in excess of ₹200,000 (net of employee discount, if any), subject to the total
Allotment to an Eligible Employee not exceeding ₹500,000 (net of employee discount, if any). Further an Eligible
Employee Bidding in the Employee Reservation Portion can also Bid in the Net Offer and such Bids will not be
treated as multiple bids subject to applicable limits.

In case of any revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional
Working Days after such revision of the Price Band, subject to the total Bid/ Offer Period not exceeding ten
Working Days. Any revision in the Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely
disseminated by notification to the Stock Exchanges by issuing a public notice and also by indicating the change
on the websites of the BRLMs and at the terminals of the members of the Syndicate. In case of discrepancy in the
data entered in the electronic book vis-à-vis the data contained in the physical Bid cum Application Form for a
particular Bidder, the details as per the Bid file received from the Stock Exchanges may be taken as the final data
for the purpose of Allotment.

485
 OFFER PROCEDURE

All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020 issued by the SEBI
and the UPI Circulars (the “General Information Document”), which highlights the key rules, processes and
procedures applicable to public issues in general in accordance with the provisions of the Companies Act, 2013,
the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the
Bid cum Application Form. The General Information Document is available on the websites of the Stock
Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document which
are applicable to the Offer especially in relation to the process for Bids by UPI Bidders. The investors should note
that the details and process provided in the General Information Document should be read along with this section.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category
of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and
allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note and
Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application
Form); (vii) Designated Date; (viii) disposal of applications; (ix) submission of Bid cum Application Form; (x)
other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application
would be rejected on technical grounds); (xi) applicable provisions of Companies Act, 2013 relating to punishment
for fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay in Allotment or refund.

SEBI through the UPI Circulars has introduced an alternate payment mechanism using Unified Payments
Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. UPI has been introduced
in a phased manner as a payment mechanism in addition to ASBA for applications by Retail Individual Bidders
through intermediaries from January 1, 2019. The UPI Mechanism for Retail Individual Bidders applying through
Designated Intermediaries, in phase I, was effective along with the prior process and existing timeline of T+6
days (“UPI Phase I”), until June 30, 201 . Subsequently, for applications by Retail Individual Bidders through
Designated Intermediaries, the process of physical movement of forms from Designated Intermediaries to SCSBs
for blocking of funds was discontinued and Retail Individual Bidders submitting their ASBA Forms through
Designated Intermediaries (other than SCSBs) were allowed to only use UPI Mechanism with a timeline of T+6
days pursuant to SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 (“UPI Phase II”).
Furthermore, pursuant to SEBI ICDR Master Circular, all individual bidders in initial public offerings whose Bid
sizes are up to ₹500,000 shall use the UPI Mechanism for submitting their Bids. Thereafter, pursuant to SEBI
circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the final reduced timeline of T+3 days
(“UPI Phase III”), using the UPI Mechanism for applications by UPI Bidders has become mandatory for public
issues opening on or after December 1, 2023. (“T+3 Circular”). Accordingly, the Offer will be undertaken
pursuant to the processes and procedures under UPI Phase III on mandatory basis, subject to any circulars,
clarification or notification issued by the SEBI pursuant to the T+3 Notification.

Further, pursuant to SEBI master circular bearing reference no. SEBI/HO/MIRSD/POD-1/P/CIR/2024/7 dated
May 7, 2024 (“SEBI RTA Master Circular”) and SEBI ICDR Master Circular applications made using the ASBA
facility in initial public offerings shall be processed only after application monies are blocked in the bank accounts
of investors (all categories).

The BRLMs shall be the nodal entity for any Issues arising out of the public issuance process. In terms of
Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI
RTA Master Circular shall continue to form part of the agreements being signed between the intermediaries
involved in the public issuance process and the BRLMs shall continue to coordinate with intermediaries involved
in the said process.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date in accordance with the SEBI ICDR
Master Circular the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid
Amount, whichever is higher from the Bid/Offer Closing Date by the intermediary responsible for causing such
delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary
or entity responsible for such delay in unblocking. The BRLMs shall be the nodal entity for any issues arising out
of the public issuance process.

486
SEBI vide its circular no. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/5 dated May 24, 2024 (“AV Circular”) has
introduced the disclosure of audiovisual presentation of disclosures made in Offer Documents. Pursuant to the
AV Circular, investors are advised not to rely on any other document, content or information provided in respect
to the public issue on the internet/online websites/social media platforms/micro-blogging platforms by
finfluencers. Further, investors are advised to rely only on the information contained in the Offer document and
Price Band Advertisement for making investment decision.

Our Company, each of the Selling Shareholders, the BRLMs and the members of the Syndicate do not accept any
responsibility for the completeness and accuracy of the information stated in the General Information Document
and are not liable for any amendment, modification or change in the applicable law which may occur after the
date of this Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that
their Bids are submitted in accordance with Applicable Laws and does not exceed the investment limits or
maximum number of the Equity Shares that can be held by them under applicable law or as specified in this Red
Herring Prospectus and the Prospectus. Further, our Company, each of the Selling Shareholders and the
Syndicate are not liable for any adverse occurrences consequent to the implementation of the UPI Mechanism for
application in this Offer.

Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023 issued by NSDL and circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL, our Company may request the
Depositories to suspend/ freeze the ISIN in depository system till listing/ trading effective date. Pursuant to the
aforementioned circulars, our Company may request the Depositories to suspend/ freeze the ISIN in depository
system from or around the date of this Red Herring Prospectus till the listing and commencement of trading of
our Equity Shares. The shareholders who intend to transfer the pre-Offer shares may request our Company and/
or the Registrar for facilitating transfer of shares under suspended/ frozen ISIN by submitting requisite documents
to our Company and/ or the Registrar. Our Company and/ or the Registrar would then send the requisite
documents along with applicable stamp duty and corporate action charges to the respective depository to execute
the transfer of shares under suspended ISIN through corporate action. The transfer request shall be accepted by
the Depositories from our Company till one day prior to Bid/ Offer Opening Date.

Book Building Procedure

The Offer is being made in terms of Rule 19(2)(b) of the SCRR, read with Regulation 31 of the SEBI ICDR
Regulations. The Offer is being made through the Book Building Process, in compliance with Regulation 6(2) of
the SEBI ICDR Regulations, wherein not less than 75% of the Net Offer shall be available for allocation on a
proportionate basis to QIBs, provided that our Company in consultation with the Book Running Lead Managers
may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the
SEBI ICDR Regulations, out of which one-third shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event
of under-subscription, or non-allotment in the Anchor Investor Portion, the balance Equity Shares shall be added
to the QIB Portion. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for
allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the QIB Portion
shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including
Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not more than 15% of the
Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than
10% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, in the event of an
under-subscription in the Employee Reservation Portion, such unsubscribed portion may be Allotted on a
proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of
₹ 200,000 (net of employee discount, if any) subject to the total Allotment to an Eligible Employee not exceeding
₹ 500,000 (net of employee discount, if any). The unsubscribed portion, if any, in the Employee Reservation
Portion shall be added to the Net Offer.

Furthermore, up to [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ 25 million shall be made
available for allocation on a proportionate basis only to Eligible Employees Bidding in the Employee Reservation
Portion, subject to valid Bids being received at or above the Offer Price, if any.

Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category, except
in the QIB Portion, would be allowed to be met with spill-over from any other category or a combination of
categories at the discretion of our Company in consultation with the BRLMs, and the Designated Stock Exchange.
However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other
categories or a combination of categories.

487
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification issued by
Central Board of Direct Taxes on February 13, 2020, and press release dated June 25, 2021 and September 17,
2021, CBDT circular no.7 of 2022, dated March 30, 2022, read with press release dated March 28, 2023, read with
subsequent circulars issued in relation thereto.

The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.

Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form.
The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including
depository participant’s identity number (“DP ID”), client identification number (“Client ID”), PAN and unified
payments interface identity number (“UPI ID”), as applicable, shall be treated as incomplete and will be rejected.
Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the
Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.

All SCSBs offering the facility of making application in public issues shall also provide facility to make
application using UPI. Our Company has appointed the Sponsor Banks to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and/or payment instructions of the UPI Bidders.

Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the UPI Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit
details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful
Bidders to be unblocked no later than one Working Day from the date on which the Basis of Allotment is finalised.
Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant
securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as
well as the post-Offer BRLM(s) will be required to compensate the concerned investor.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs.

Further, pursuant to SEBI ICDR Master Circular, all UPI Bidders shall provide their UPI ID in the Bid cum
Application Form submitted with any of the entities mentioned herein below:

(i) a syndicate member;

(ii) a stockbroker registered with a recognised stock exchange (and whose name is mentioned on the website
of the stock exchange as eligible for this activity);

(iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for
this activity); or

(iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock
exchange as eligible for this activity).

Electronic registration of Bids

a) The Designated Intermediary may register the Bids using the online facilities of the Stock Exchanges.
The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject
to the condition that they may subsequently upload the off-line data file into the online facilities for Book
Building on a regular basis before the closure of the Offer.

b) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may
be permitted by the Stock Exchanges and as disclosed in this Red Herring Prospectus.

c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment.
The Designated Intermediaries are given till 5.00 p.m. on the Bid/Offer Closing Date to modify select
fields uploaded in the Stock Exchange Platform during the Bid/Offer Period after which the Stock
Exchange(s) send the Bid information to the Registrar to the Offer for further processing.

d) QIBs and NIBs can neither revise their bids downwards nor cancel/withdraw their bids.

488
Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be
available with the Designated Intermediaries at the Bidding Centres, and our Registered Office. An electronic
copy of the Bid cum Application Form will also be available for download on the websites of BSE
([Link] and NSE ([Link] at least one day prior to the Bid/Offer Opening
Date.

Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process, which shall include the UPI Mechanism in the case of UPI Bidders.

UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than SCSBs) shall
be required to Bid using the UPI Mechanism and must provide the UPI ID in the relevant space provided in the
Bid cum Application Form. Bids submitted by UPI Bidders with any Designated Intermediary (other than SCSBs)
without mentioning the UPI ID are liable to be rejected. UPI Bidders may also apply through the SCSBs and
mobile applications using the UPI handles as provided on the website of SEBI.

Bids by Application Supported by Blocked Amount Bidders

ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in the ASBA
Form, or (ii) the UPI ID, as applicable, in the relevant space provided in the ASBA Form. The ASBA Forms that
do not contain such details are liable to be rejected. Applications made by the UPI Bidders using third party bank
account or using third party linked bank account UPI ID are liable for rejection. Anchor Investors are not permitted
to participate in the Offer through the ASBA process. ASBA Bidders shall ensure that the Bids are made on ASBA
Forms bearing the stamp of the relevant Designated Intermediary, submitted at the relevant Bidding Centres only
(except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable to
be rejected.

For all initial public offerings opening on or after September 1, 2022, as specified by SEBI pursuant to SEBI ICDR
Master Circular, the ASBA applications in public issues shall be processed only after the application monies are
blocked in the investor’s bank accounts. Stock Exchanges shall accept the ASBA applications in their electronic
book building platform only with a mandatory confirmation on the application monies blocked. This circular shall
be applicable for all categories of investors viz. Retail, QIB, NII and other reserved categories and also for all
modes through which the applications are processed.

The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient credit balance such that an
amount equivalent to full Bid Amount can be blocked therein, at the time of submitting the Bid.

The prescribed colour of the Bid cum Application Form for the various categories is as follows:

Category Colour of Bid cum

Application Form*
Resident Indians, including resident QIBs, NIBs, RIBs and Eligible NRIs applying on a non- White
repatriation basis^
Non-Residents including Foreign Portfolio Investors, Eligible NRIs applying on a repatriation Blue
basis, foreign Venture Capital Investors and registered bilateral and multilateral institutions
Anchor Investors^^ White
Employees Pink
*
Excluding the electronic Bid cum Application Form.
^
Electronic Bid cum Application Form will be made available for download on the website of the BSE ([Link]) and NSE
([Link]).
^^
Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs.

In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details (including
UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock
Exchanges. For UPI Bidders, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor
Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI Bidders for
blocking of funds. For ASBA Forms (other than UPI Bidders) Designated Intermediaries (other than SCSBs) shall
submit/deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and shall
not submit it to any non-SCSB bank or any Escrow Collection Bank. Stock Exchanges shall validate the electronic
bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to

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the notice of the relevant Designated Intermediaries, for rectification and re-submission within the time specified
by Stock Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code
and location code in the Bid details already uploaded.

For UPI Bidders, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on
a continuous basis through API integration to enable the Sponsor Bank(s) to initiate UPI Mandate Request to the
UPI Bidders, for blocking of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI
to the UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile
applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid
entered in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders in case of failed
transactions shall be with the concerned entity (i.e. the Sponsor Bank(s), NPCI or the issuer bank) at whose end
the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed
transactions/investor complaints to the Sponsor Bank(s) and the issuer bank. The Sponsor Bank(s) and the Bankers
to the Offer shall provide the audit trail to the BRLMs for analyzing the same and fixing liability. For ensuring
timely information to investors, SCSBs shall send SMS alerts for mandate block and unblock including details
specified in SEBI ICDR Master Circular. In accordance with circular issued by NSE having reference no. 25/2022
dated August 3, 2022, and the notice issued by BSE having reference no. 20220803-40 dated August 3, 2022, for
all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for blocking of funds in the ASBA
Accounts of relevant Bidders with a confirmation cut-off time of 5.00 p.m. on the Bid/ Offer Closing Date (“Cut-
Off Time”). Accordingly, UPI Bidders should accept UPI Mandate Requests for blocking off funds prior to the
Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse.

The Sponsor Banks will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to
NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform
with detailed error code and description, if any. Further, the Sponsor Banks will undertake reconciliation of all
Bid requests and responses throughout their lifecycle on daily basis and share reports with the BRLMs in the
format and within the timelines as specified under the UPI Circulars. Sponsor Banks and issuer banks shall
download UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three
way reconciliation with UPI switch data, Core Banking System (“CBS”) data and UPI raw data. NPCI is to
coordinate with issuer banks and Sponsor Banks on a continuous basis.

For ASBA Forms (other than UPI Bidders) Designated Intermediaries (other than SCSBs) shall submit/deliver the
ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and shall not submit it to any
non-SCSB bank or any Escrow Collection Bank(s).

The Sponsor Banks shall host a web portal for intermediaries (closed user group) from the date of Bid/Offer
Opening Date till the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks,
performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such
processes having an impact/bearing on the Offer Bidding process.

The Equity Shares offered in the Offer have not been, and will not be, registered under the U.S. Securities Act or
any other applicable law of the United States and, unless so registered, may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are
being offered and sold (a) in the United States only to persons that are both “qualified institutional buyers” (as
defined in Rule 144A under the U.S. Securities Act and referred to in this Red Herring Prospectus as “U.S. QIBs”)
and “qualified purchaser” (as defined under the U.S. Investment Company Act and referred to in this Red Herring
Prospectus as “QPs”) in transactions exempt from, or not subject to, the registration requirements of the U.S.
Securities Act, and (b) outside the United States in “offshore transactions” as defined in and in compliance with
Regulation S and the applicable laws of the jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state
securities laws in the United States, and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. Persons as defined in Regulation S under the U.S. Securities Act (“U.S. Persons”),
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act and applicable state securities laws in the United States. The Company is not
registered and does not intend to register as an investment company under the U.S. Investment Company
Act in reliance on the exemption set forth in Section 3(c)(7) of the U.S. Investment Company Act, and
investors will not be entitled to the benefits afforded to investors in a company registered under the U.S.
Investment Company Act. Accordingly, the Equity Shares are only being offered and sold (i) to persons in
the United States or to or for the account or benefit of, U.S. Persons, in each case that are both “qualified

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institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referred to in this Red
Herring Prospectus as “U.S. QIBs”, and for the avoidance of doubt, the term U.S. QIBs does not refer to a
category of institutional investor defined under applicable Indian regulations and referred to in this Red
Herring Prospectus as “QIBs”) and “qualified purchasers” (as defined in Section 2(a)(51) under the U.S.
Investment Company Act and referred to in this Red Herring Prospectus as “QPs”) in transactions exempt
from or not subject to the registration requirements of the U.S. Securities Act and in reliance on the
exemption set forth in Section 3(c)(7) of the U.S. Investment Company Act; or (ii) outside the United States
to investors that are not U.S. Persons nor persons acquiring for the account or benefit of U.S. Persons in
offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of
the jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Participation by the Promoters and the members of our Promoter Group, the Book Running Lead
Managers, associates and affiliates of the Book Running Lead Managers and the Syndicate Members and
the persons related to the Promoters, the members of our Promoter Group, Book Running Lead Managers
and the Syndicate Member

The BRLMs and the Syndicate Members shall not be allowed to purchase Equity Shares in the Offer in any
manner, except towards fulfilling their respective underwriting obligations. However, the respective associates
and affiliates of the BRLMs and the Syndicate Members may Bid for Equity Shares in the Offer, either in the QIB
Portion or in the Non-Institutional Portion as may be applicable to such Bidders, and such subscription may be on
their own account or on behalf of their clients. All categories of investors, including associates or affiliates of the
BRLMs and Syndicate Members, shall be treated equally for the purpose of allocation to be made on a
proportionate basis.

Except as stated below, neither the BRLMs nor any persons related to the BRLMs can apply in the Offer under
the Anchor Investor Portion:

(i) mutual funds sponsored by entities which are associate of the BRLMs;

(ii) insurance companies promoted by entities which are associate of the BRLMs;

(iii) Alternate Investment Funds (“AIFs”) sponsored by the entities which are associate of the BRLMs;

(iv) Foreign Portfolio Investors (“FPIs”) other than individuals, corporate bodies and family offices
sponsored by the entities which are associate of the BRLMs; or

(v) pension funds sponsored by entities which are associate of the BRLMs;

Our Promoters, except to the extent of the Equity Shares offered by the Selling Shareholders, and the members of
our Promoter Group will not participate in the Offer. Further, persons related to our Promoters and Promoter
Group shall not apply in the Offer under the Anchor Investor Portion.

For the purposes of the above, a QIB who has the following rights shall be deemed to be a person related to our
Promoters or Promoter Group:

(i) rights under a shareholders’ agreement or voting agreement entered into with our Promoters or Promoter
Group;

(ii) veto rights; or

(iii) right to appoint any nominee director on the Board.

Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” if:

(i) either of them controls, directly or indirectly through its subsidiary or holding company, not less than
15% of the voting rights in the other; or

(ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over

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 the other; or

(iii) there is a common director, excluding nominee director, amongst the Anchor Investors and the BRLMs.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along
with the Bid cum Application Form. Failing this, our Company in consultation with the BRLMs reserve the right
to reject any Bid without assigning any reason thereof, subject to applicable laws.

Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple
Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made.

No Mutual Fund scheme shall invest more than 10% of its net asset value (“NAV”) in equity shares or equity
related instruments of any single company provided that the limit of 10% shall not be applicable for investments
in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own
more than 10% of any company’s paid-up share capital carrying voting rights.

Bids by Eligible Non-resident Indians

Eligible non-resident Indians (“NRIs”) may obtain copies of ASBA Form from the Designated Intermediaries.
Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered
for Allotment. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident forms should
authorise their SCSB to block their Non-Resident External (“NRE”) accounts (including UPI ID, if activated), or
Foreign Currency Non-Resident (“FCNR”) accounts, and eligible NRI Bidders bidding on a non-repatriation basis
by using resident forms should authorise their SCSB to block their Non-Resident Ordinary (“NRO”) accounts for
the full Bid Amount, at the time of the submission of the Bid cum Application Form. NRIs applying in the Offer
through the UPI Mechanism are advised to enquire with the relevant bank, whether their account is UPI linked,
prior to submitting a Bid cum Application Form.

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents
(White in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form
meant for Non-Residents (Blue in colour).

Participation of Eligible NRIs in the Offer shall be subject to the Foreign Exchange Management Act Non-debt
Instrument Rules. Only bids accompanied by payment in Indian rupees or fully convertible foreign exchange will
be considered for allotment.

Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the SEBI
UPI Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the SEBI
UPI Circulars) to apply in the Offer, provided the UPI facility is enabled for their NRE/NRO accounts. In
accordance with the FEMA Non-Debt Instruments Rules, the total holding by any individual NRI, on a repatriation
basis, shall not exceed 5% of the total paid-up Equity Share capital on a fully diluted basis or shall not exceed 5%
of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian
company and the total holdings of all NRIs and Overseas Citizen of India (“OCI”) put together shall not exceed
10% of the total paid-up Equity Share capital on a fully diluted basis or shall not exceed 10% of the paid-up value
of each series of debentures or preference shares or share warrant. Our Company has the raised the aggregate
ceiling to 24% by a special resolution dated January 31, 2025. See, “Restrictions on Foreign Ownership of Indian
Securities” beginning on page 507.

Bids by Eligible Employees

The Bid must be for a minimum of [●] Equity Shares of face value of ₹ 10 each and in multiples of [●] Equity
Shares of face value of ₹ 10 each thereafter so as to ensure that the Bid Amount payable by the Eligible Employee
does not exceed ₹ 500,000 (net of employee discount, if any). The Allotment in the Employee Reservation Portion
will be on a proportionate basis. Eligible Employees under the Employee Reservation Portion may Bid at Cut-off
Price provided that the Bid does not exceed ₹ 500,000 (net of employee discount, if any).

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However, Allotments to Eligible Employees in excess of ₹ 200,000 (net of employee discount, if any) shall be
considered on a proportionate basis, in the event of undersubscription in the Employee Reservation Portion,
subject to the total Allotment to an Eligible Employee not exceeding ₹ 500,000 (net of employee discount, if any)
(which will be less employee discount). Subsequent undersubscription, if any, in the Employee Reservation
Portion shall be added back to the Net Offer. Eligible Employees Bidding in the Employee Reservation Portion
may Bid at the Cut-off Price.

In relation to Bids under Employee Reservation Portion by Eligible Employees:

• They may only be made only in the prescribed Bid cum Application Form or Revision Form (i.e. Pink colour
form).
• The Bidder should be an Eligible Employee as defined. In case of joint bids, the first Bidder shall be an
Eligible Employee. Only those Bids, which are received at or above the Offer Price, net of employee discount,
if any would be considered for Allotment under this category.
• Eligible Employees can apply at Cut-off Price.
• If the aggregate demand in this category is less than or equal to [●] Equity Shares of face value of ₹ 10 each
at or above the Offer Price, full allocation shall be made to the Eligible Employees to the extent of their
demand.
• Eligible Employees bidding in the Employee Reservation Portion can also Bid through the UPI mechanism.
• Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion shall not be
treated as multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any multiple
Bids in any or all categories.
• Under-subscription, if any, in the Employee Reservation Portion will be added back to the Net Offer.

In case of under-subscription in the Net Offer, spill over to the extent of under-subscription shall be permitted
from the Employee Reservation Portion. If the aggregate demand in this category is greater than [●] Equity Shares
of face value of ₹ 10 each at or above the Offer Price, the allocation shall be made on a proportionate basis. Please
note that any individuals who are directors, employees or promoters of (a) the BRLMs, Registrar to the Offer, or
the Syndicate Members, or of the (b) ‘associate companies’ (as defined in the Companies Act, 2013, as amended)
and ‘group companies’ of such BRLMs, Registrar to the Offer or Syndicate Members are not eligible to bid in the
Employee Reservation Portion.

Bids by Hindu Undivided Families

Bids by hindu undivided families (“HUFs”), in the individual name of the Karta. The Bidder should specify that
the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: “Name of sole or first
bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by
HUFs may be considered at par with Bids from individuals.

Bids by Foreign Portfolio Investors

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single foreign portfolio investors (“FPIs”)
or an investor group (which means the same multiple entities having common ownership directly or indirectly of
more than 50% or common control) must be below 10% of our post-Offer Equity Share capital. Further, in terms
of the FEMA Non-Debt Instruments Rules, the total holding by each FPI, of an investor group, shall be below
10% of the total paid-up Equity Share capital of our Company on a fully diluted basis and the aggregate limit for
FPI investments shall be the sectoral caps applicable to our Company, which is 100% of the total paid-up Equity
Share capital of our Company on a fully diluted basis. In case the total holding of an FPI or investor group increases
beyond 10% of the total paid-up Equity Share capital of our Company, on a fully diluted basis, the total investment
made by the FPI or investor group will be re-classified as FDI subject to the conditions as specified by SEBI and
the RBI in this regard and our Company and the investor will be required to comply with applicable reporting
requirements. Further, the total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the
sectoral cap applicable to the sector in which our Company operates (i.e., up to 100%). In terms of the FEMA
Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.
Bids by FPIs which utilise the multi-investment manager structure, submitted with the same PAN but with
different beneficiary account numbers, Client IDs and DP IDs may not be treated as multiple Bids.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company, in
consultation with the BRLMs reserves the right to reject any Bid without assigning any reason, subject to
applicable laws.

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FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be
specified by the Government from time to time. In terms of the FEMA Non-Debt Instruments Rules, for calculating
the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.

To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income
Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories
for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines
for issue procedure, as prescribed by SEBI from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is
issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the
event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such
offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such
offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other
conditions as may be specified by SEBI from time to time.

In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully
diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants
issued that may be issued by our Company, the total investment made by the FPI will be re-classified as FDI
subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will
be required to comply with applicable reporting requirements.

An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by, or on behalf of it subject to, inter alia, the following conditions:

(a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI
Regulations; and

(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred are pre-approved by the FPI.

The FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for non-residents.

Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected,
except for Bids from FPIs that utilize the multiple investment manager structure in accordance with SEBI master
circular bearing reference number SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022, provided such
Bids have been made with different beneficiary account numbers, Client IDs and DP IDs.

Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the multiple investment
managers (“MIM”) structure, and bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs
making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP
IDs, are required to provide a confirmation in the Bid cum Application Forms that the relevant FPIs making
multiple Bids utilize the MIM Structure. In the absence of such confirmation from the relevant FPIs, such multiple
Bids shall be rejected.

Further, in the following cases, Bids by FPIs shall not be treated as multiple Bids:

• FPIs which utilise the MIM structure, indicating the name of their respective investment managers in
such confirmation;

• Offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and
proprietary derivative investments;

• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;

• FPI registrations granted at investment strategy level/sub fund level where a collective investment
scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed
by a single investment manager;

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• Multiple branches in different jurisdictions of foreign bank registered as FPIs;

• Government and Government related investors registered as Category 1 FPIs; and

• Entities registered as collective investment scheme having multiple share classes.

The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the Applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using
the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a
confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids
utilize any of the above-mentioned structures and indicate the name of their respective investment managers in
such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected.

Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB
Bidder should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by
an FPI Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid.
Further, please note that as disclosed in this Red Herring Prospectus read with the General Information Document,
Bid Cum Application Forms are liable to be rejected in the event that the Bid in the Bid cum Application Form
“exceeds the Offer size and/or investment limit or maximum number of the Equity Shares that can be held under
applicable laws or regulations or maximum amount permissible under applicable laws or regulations, or under
the terms of the Red Herring Prospectus.”

For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same
multiple entities having common ownership directly or indirectly of more than 50% or common control)
(collective, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a
fully diluted basis. Any Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through
the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments and proprietary
derivative instruments) for 10% or more of our total paid-up post Offer Equity Share capital shall be liable to be
rejected.

Bids by Securities and Exchange Board of India registered Venture Capital Funds, Alternate Investment
Funds and Foreign Capital Investors

The Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 (“SEBI VCF
Regulations”) as amended, inter alia prescribe the investment restrictions on VCFs, registered with SEBI. The
Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 (“SEBI AIF
Regulations”) prescribe, amongst others, the investment restrictions on AIFs. The Securities and Exchange Board
of India (Foreign Venture Capital Investors) Regulations, 2000 as amended (“SEBI FVCI Regulations”)
prescribe the investment restrictions on FVCIs.

Accordingly, the holding in any company by any individual VCF or FVCIs registered with SEBI should not exceed
25% of the corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the investible
funds in various prescribed instruments, including in public offering.

Category I and II AIFs cannot invest more than 25% of the investible funds in one investee company. A Category
III AIF cannot invest more than 10% of the investible funds in one investee company. A VCF registered as a
Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds
by way of subscription to an initial public offering of a venture capital undertaking whose shares are proposed to
be listed. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall
continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the fund is
wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions,
if any, will be payable in Indian Rupees only and net of bank charges and commission.

Our Company, each of the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by
the Bidder on account of conversion of foreign currency.

Participation of AIFs, VCFs and FVCIs shall also be subject to the FEMA Rules.

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Further, the shareholding of VCFs, Category I AIFs or Category II AIFs and FVCIs holding equity shares of a
company prior to an initial public offering being undertaken by such company, shall be exempt from lock-in
requirements, provided that such equity shares shall be locked in for a period of at least six months from the date
of purchase by the venture capital fund or alternative investment fund or foreign venture capital investor.

There is no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders will be treated on the same
basis with other categories for the purpose of allocation.

Bids by Limited Liability Partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserve
the right to reject any Bid without assigning any reason thereof.

Bids by banking companies

In case of Bids made by banking companies registered with the RBI, certified copies of (i) the certificate of
registration issued by the RBI, and (ii) the approval of such banking company’s investment committee are required
to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs,
reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended (the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial
Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee
company or 10% of the bank’s own paid-up share capital and reserves, whichever is lower. Further, the aggregate
equity investments in any other entities engaged in financial and non-financial services, including overseas
investments, cannot exceed 20% of the bank’s paid-up share capital and reserves. However, a banking company
may hold up to 30% of the paid-up share capital of the investee company with the prior approval of the RBI,
provided that the investee company is engaged in non-financial activities in which banking companies are
permitted to engage under the Banking Regulation Act or the additional acquisition is through restructuring of
debt, or to protect the bank’s interest on loans/investments made to a company.

Bids by Self-Certified Syndicate Banks

SCSBs participating in the Offer are required to comply with the terms of the circulars bearing numbers
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012, and January 2, 2013, respectively,
issued by SEBI. Such SCSBs are required to ensure that for making applications on their own account using
ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further,
such account shall be used solely for the purpose of making application in public issues and clear demarcated
funds should be available in such account for such applications.

Bids by Insurance Companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLMs reserve the right to reject any Bid without assigning any reason thereof, subject to
applicable law.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority of India
(Investment) Regulations, 2016, read with the Investments – Master Circular dated October 27, 2022, each as
amended, are broadly set forth below:

• equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of
the respective fund in case of life insurer or 10% of investment assets in case of general insurer or
reinsurer or health insurer;

• the entire group of the investee company: not more than 15% of the respective fund in case of a life
insurer or 15% of investment assets in case of a general insurer or reinsurer or health insurer or 15%
of the investment assets in all companies belonging to the group, whichever is lower; and

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 • the industry sector in which the investee company operates: not more than 15% of the fund of a life
insurer or a general insurer or a reinsurer or health insurer or 15% of the investment asset, whichever
is lower.

The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount
of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and (c)
above, as the case may be.
*
The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies with investment
assets of ₹ 2,500,000 million or more and 12% of outstanding equity shares (face value) for insurers with investment assets of ₹ 500,000
million or more but less than ₹ 2,500,000 million.

Bids by Provident Funds/Pension Funds

In case of Bids made by provident funds/pension funds with minimum corpus of ₹ 250,000,000, registered with
the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the
Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable law, a certified copy of a
certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached
to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserve the right to
reject any Bid, without assigning any reason thereof.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, insurance companies, systematically important non-banking finance company
(“NBFC-SI”), insurance funds set up by the army, navy or air force of the India, insurance funds set up by the
Department of Posts, India or the National Investment Fund and provident funds with a minimum corpus of ₹
250,000,000 (subject to applicable laws) and pension funds with a minimum corpus of ₹ 250,000,000, registered
with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of
the Pension Fund Regulatory and Development Authority Act, 2013, a certified copy of the power of attorney or
the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of
association and articles of association and/or bye laws must be lodged along with the Bid cum Application Form.
Failing this, our Company in consultation with the BRLMs reserve the right to accept or reject any Bid in whole
or in part, in either case, without assigning any reason thereof.

Our Company, in consultation with the BRLMs, in their absolute discretion, reserve the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to
such terms and conditions that our Company, in consultation with the BRLMs, may deem fit.

Bids by Anchor Investors

In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section the
key terms for participation by Anchor Investors are provided below:

(a) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices
of the BRLMs.

(b) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds
₹100,000,000. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund,
separate bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum
application size of ₹100,000,000.

(c) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.

(d) Bidding for Anchor Investors will open one Working Day before the Bid/Offer Opening Date and will
be completed on the same day.

(e) Our Company may finalise allocation to the Anchor Investors and the basis of such allocation will be on
a discretionary basis by our Company in consultation with the BRLMs, provided that the minimum
number of Allottees in the Anchor Investor Portion will not be less than:

(i) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to
₹100,000,000;

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 (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹100,000,000 but up to ₹ 2,500,000,000, subject to a minimum
Allotment of ₹ 50,000,000 per Anchor Investor; and

(iii) in case of allocation above ₹ 2,500,000,000 under the Anchor Investor Portion, a minimum of
five such investors and a maximum of 15 Anchor Investors for allocation up to ₹ 2,500,000,000,
and an additional 10 Anchor Investors for every additional ₹ 2,500,000,000, subject to minimum
Allotment of ₹ 50,000,000 per Anchor Investor.

(f) Allocation to Anchor Investors will be completed on the Anchor Investor Bid/Offer Period. The number
of Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be made
available in the public domain by the BRLMs before the Bid/Offer Opening Date, through intimation to
the Stock Exchanges.

(g) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.

(h) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Offer Price and the Anchor Investor Offer Price will be payable by the Anchor
Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the
Anchor Investor Offer Price, Allotment to successful Anchor Investors will be at the higher price.

(i) 50% of the Equity Shares Allotted to the Anchor Investors in the Anchor Investor Portion shall be locked
in for a period of 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted
to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the
date of Allotment.

(j) Neither the BRLMs nor any associate of the BRLMs (except Mutual Funds sponsored by entities which
are associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs
or AIFs sponsored by the entities which are associate of the BRLMs or FPIs, other than individuals,
corporate bodies and family offices sponsored by the entities which are associate of the and BRLMs)
shall apply in the Offer under the Anchor Investor Portion. See “– Participation by the Promoters and
the members of our Promoter Group, the Book Running Lead Managers, associates and affiliates of
the Book Running Lead Managers and the Syndicate Members and the persons related to the
Promoters, the members of our Promoter Group, Book Running Lead Managers and the Syndicate
Member” beginning on page 491.

(k) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by NBFC-SI registered with RBI, certified copies of: (i) the certificate of registration issued
by RBI, (ii) certified copy of its last audited financial statements on a standalone basis, (iii) a net worth certificate
from its statutory auditors, and (iv) such other approval as may be required by the NBFC-SI, are required to be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves
the right to reject any Bid without assigning any reason thereof, subject to applicable law. NBFC-SI participating
in the Offer shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.

The investment limit for NBFC-SI shall be as prescribed by RBI from time to time.

For more information, please read the General Information Document.

The above information is given for the benefit of the Bidders. Our Company, each of the Selling
Shareholders, and the BRLMs are not liable for any amendments or modification or changes in applicable
laws or regulations, which may occur after the date of this Red Herring Prospectus. Bidders are advised to
make their independent investigations and ensure that any single Bid from them does not exceed the
applicable investment limits or maximum number of the Equity Shares that can be held by them under
applicable law or regulation or as specified in the Draft Red Herring Prospectus, this Red Herring
Prospectus and the Prospectus. Further, each Bidder where required must agree in the Allotment Advice
that such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including any
off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any
similar security, other than in accordance with applicable laws.

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Information for Bidders

The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid
cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to
obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he/she shall surrender the earlier Acknowledgement Slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use
their network and software of the electronic bidding system should not in any way be deemed or construed to
mean that the compliance with various statutory and other requirements by our Company, the Selling Shareholders
and/or the Book Running Lead Managers are cleared or approved by the Stock Exchanges; nor does it in any
manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other
requirements, nor does it take any responsibility for the financial or other soundness of our Company, the
management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of this Red Herring Prospectus; nor does it warrant that the
Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

General Instructions

Please note that QIBs and Non-Institutional Bidders are not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIIs and Eligible Employees
bidding in the Employee Reservation Portion can revise their Bid(s) during the Bid/Offer Period and withdraw or
lower the size of their Bid(s) until Bid/Offer Closing Date. Anchor Investors are not allowed to withdraw their
Bids after the Anchor Investor Bid/Offer Period.

Do’s:

1. Check if you are eligible to apply as per the terms of this Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals;

2. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;

3. Ensure that you have Bid within the Price Band;

4. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

5. Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account
(i.e., bank account number or UPI ID, as applicable) and PAN in the Bid cum Application Form and if
you are a UPI Bidder ensure that you have mentioned the correct UPI ID (with maximum length of 45
characters including the handle), in the Bid cum Application Form;

6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within
the prescribed time;

7. UPI Bidders Bidding in the Offer shall ensure that they use only their own ASBA Account or only their
own bank account linked UPI ID to make an application in the Offer and not ASBA Account or bank
account linked UPI ID of any third party;

8. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the ASBA Form to the relevant Designated Intermediaries;

9. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00
pm on the Bid/Offer Closing Date;

10. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms. If the First Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is
also signed by the ASBA Account holder;

11. Ensure that the names given in the Bid cum Application Form is/are exactly the same as the names in

499
 which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain the name of only the First Bidder whose name should also appear as
the first holder of the beneficiary account held in joint names;

12. Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil of the
Bid cum Application Form for all your Bid options from the concerned Designated Intermediary;

13. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original
Bid was placed and obtain a revised acknowledgment;

14. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of the circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008 issued by SEBI,
may be exempt from specifying their PAN for transacting in the securities market, (ii) Bids by persons
resident in the state of Sikkim, who, in terms of the circular dated July 20, 2006 issued by SEBI, may be
exempted from specifying their PAN for transacting in the securities market, and (iii) persons/entities
exempt from holding a PAN under applicable law, all Bidders should mention their PAN allotted under
the IT Act. The exemption for the Central or the State Government and officials appointed by the courts
and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from
the respective depositories confirming the exemption granted to the beneficial owner by a suitable
description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case
of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other
applications in which PAN is not mentioned will be rejected;

15. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and
DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate
the name of their investment managers in such confirmation which shall be submitted along with each of
their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM
Bids shall be rejected;

16. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule
to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive
Magistrate under official seal;

17. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure
proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;

18. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc.,
relevant documents including a copy of the power of attorney, if applicable, are submitted;

19. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and
Indian laws;

20. However, Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the
event such FPIs utilise the MIM structure and such Bids have been made with different beneficiary
account numbers, Client IDs and DP IDs;

21. Since the Allotment will be in dematerialised form only, ensure that the depository account is active, the
correct DP ID, Client ID, UPI ID (for UPI Bidders) and the PAN are mentioned in their Bid cum
Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID (for UPI Bidders) and
the PAN entered into the online initial public offerings (“IPO”) system of the Stock Exchanges by the
relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, UPI ID (for
UPI Bidders) and PAN available in the Depository database;

22. In case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA Form
is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA
Account, as specified in the ASBA Form, is maintained has named at least one branch at that location for
the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website
of SEBI at [Link]

23. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form
or have otherwise provided an authorisation to the SCSB or the Sponsor Banks, as applicable, via the
electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in

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 the Bid cum Application Form at the time of submission of the Bid. In case of UPI Bidder Bidding
through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor
Banks for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of
Allotment;

24. Ensure that the Demographic Details are updated, true and correct in all respects;

25. The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID
for the purposes of making Application in the Offer, which is UPI 2.0 certified by NPCI;

26. The ASBA Bidders shall ensure that bids above ₹ 5,00,000, are uploaded only by the SCSBs;

27. Bidders (except UPI Bidders) should instruct their respective banks to release the funds blocked in the
ASBA account under the ASBA process. In case of UPI Bidders, once the Sponsor Banks issues the
Mandate Request, the UPI Bidders would be required to proceed to authorise the blocking of funds by
confirming or accepting the UPI Mandate Request to authorise the blocking of funds equivalent to
application amount and subsequent debit of funds in case of Allotment, in a timely manner;

28. Bidding through UPI Mechanism shall ensure that details of the Bid are reviewed and verified by opening
the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using
his/her UPI PIN. Upon the authorisation of the mandate using his/her UPI PIN, a UPI Bidder Bidding
through UPI Mechanism shall be deemed to have verified the attachment containing the application
details of the UPI Bidding through UPI Mechanism in the UPI Mandate Request and have agreed to block
the entire Bid Amount and authorised the Sponsor Banks issue a request to block the Bid Amount
specified in the Bid cum Application Form in his/her ASBA Account;

29. UPI Bidders should mention valid UPI ID of only the Bidder (in case of single account) and of the First
Bidder (in case of joint account) in the Bid cum Application Form;

30. UPI Bidders who have revised their Bids subsequent to making the initial Bid should also approve the
revised UPI Mandate Request generated by the Sponsor Banks to authorise blocking of funds equivalent
to the revised Bid Amount and subsequent debit of funds in case of Allotment in a timely manner.

31. Bids by Eligible NRIs HUFs and any individuals, corporate bodies and family offices which are
recategorized as Category II FPI and registered with SEBI for a Bid Amount of less than ₹ 200,000 would
be considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount
exceeding ₹ 200,000 would be considered under the Non-Institutional Portion for allocation in the Offer;
and

32. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned on the list available on the website of SEBI and updated from time to time and at such other websites
as may be prescribed by SEBI from time to time is liable to be rejected.

Don’ts:

1. Do not Bid for lower than the minimum Bid Lot;

2. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;

3. Do not Bid for a Bid Amount exceeding ₹ 200,000 for Bids by Retail Individual Bidders and ₹ 500,000
for Bids by UPI Bidders;

4. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediary;

5. Do not Bid/revise the Bid Amount to less than the floor price or higher than the cap price;

6. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;

501
7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;

8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);

9. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;

10. Do not submit the Bid for an amount more than funds available in your ASBA Account;

11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid
cum Application Forms in a colour prescribed for another category of Bidder;

12. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your
relevant constitutional documents or otherwise;

13. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors
having valid depository accounts as per Demographic Details provided by the depository);

14. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size
and/or investment limit or maximum number of the Equity Shares that can be held under the applicable
laws or regulations or maximum amount permissible under the applicable regulations or under the terms
of this Red Herring Prospectus;

15. Do not Bid for Equity Shares more than specified by the respective Stock Exchanges for each category;

16. In case of ASBA Bidders (other than UPI Bidders), do not submit more than one Bid cum Application
Form per ASBA Account;

17. If you are UPI Bidder and are using UPI mechanism, do not submit more than one Bid cum Application
Form for each UPI ID;

18. Do not make the Bid cum Application Form using third party bank account or using third party linked
bank account UPI ID;

19. Anchor Investors should not bid through the ASBA process;

20. Do not submit the Bid cum Application Form to any non-SCSB bank or our Company;

21. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediaries;

22. Do not submit the GIR number instead of the PAN;

23. Anchor Investors should submit Anchor Investor Application Form only to the BRLMs;

24. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;

25. If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/Offer Closing Date;

26. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the
Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. Retail Individual Bidders and
Eligible Employees bidding in the Employee Reservation Portion can revise or withdraw their Bids on
or before the Bid/Offer Closing Date;

27. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres.
If you are UPI Bidder and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;

28. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID details if you are a UPI Bidder
Bidding through the UPI Mechanism. Further, do not provide details for a beneficiary account which is
suspended or for which details cannot be verified to the Registrar to the Offer;

29. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for

502
 blocking in the relevant ASBA Account;

30. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the
NPCI in case of Bids submitted by UPI Bidders;

31. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account
of an SCSB or a banks which is not mentioned in the list provided in the SEBI website is liable to be
rejected;

32. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders;

33. Do not Bid if you are an OCB; and

34. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member shall ensure that they do not upload
any bids above ₹ 5,00,000.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.

For helpline details of the BRLMs pursuant to the SEBI ICDR Master Circular, see “General Information – Book
Running Lead Managers” beginning on page 97.

Further, in case of any pre-Offer or post Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to the Company Secretary and Chief Compliance Officer. See,
“General Information – Company Secretary and Compliance Officer” beginning on page 96.

For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Stock Exchanges, along with the BRLMs and the Registrar to the Offer, shall
ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure
specified in the SEBI ICDR Regulations.

Method of allotment as may be prescribed by Securities and Exchange Board of India from time to time

Our Company will not make any allotment in excess of the Equity Shares offered through the Offer except in case
of oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock
Exchange. Further, upon oversubscription, an allotment of not more than 1% of the Offer to public may be made
for the purpose of making allotment in minimum lots.

The allotment of Equity Shares to Bidders other than to the RIIs, NIBs and Anchor Investors shall be on a
proportionate basis within the respective investor categories and the number of securities allotted shall be rounded
off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined
and disclosed.

The allotment of Equity Shares to each RIB shall not be less than the minimum bid lot, subject to the availability
of shares in RII category, and the remaining available shares, if any, shall be allotted on a proportionate basis. The
allotment to each Non-Institutional Bidder shall not be less than the minimum application size, subject to the
availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be
allotted on a proportionate basis in accordance with the conditions specified in Schedule XIII to the SEBI ICDR
Regulations.

Payment into Anchor Investor Escrow Account

Our Company in consultation with the BRLMs will decide the list of Anchor Investors to whom the CAN will be
sent, pursuant to which, the details of the Equity Shares allocated to them in their respective names will be notified
to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer through the ASBA process.
Instead, Anchor Investors should transfer the Bid Amount (through direct credit, real time gross settlement
(“RTGS”), national automated clearing house (“NACH”) or national electronic fund transfer (“NEFT”) to the

503
Escrow Account(s). For Anchor Investors, the payment instruments for payment into the Anchor Investor Escrow
Account should be drawn in favour of:

(a) In case of resident Anchor Investors: “Urban Company Limited – Anchor R Account”

(b) In case of Non-Resident Anchor Investors: “Urban Company Limited – Anchor NR Account”

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Selling Shareholders, the Syndicate, the Escrow Collection Bank and
the Registrar to the Offer to facilitate collections of Bid Amounts from Anchor Investors.

Pre-Offer and Price Band Advertisement

Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing this Red Herring Prospectus
with the RoC, publish a pre-Offer and price band advertisement, in the form prescribed under the SEBI ICDR
Regulations, in all editions of Financial Express (a widely circulated English national daily newspaper) and all
editions of Jansatta (a widely circulated Hindi national daily newspaper, Hindi being the regional language of New
Delhi, where our Registered Office is located).

In the pre-Offer and price band advertisement, we shall state the Bid/Offer Opening Date and the Bid/Offer
Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in
the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.

The information set out above is given for the benefit of the Bidders/applicants. Bidders/applicants are
advised to make their independent investigations and ensure that the number of Equity Shares Bid for do
not exceed the prescribed limits under applicable laws or regulations.

Allotment Advertisement

The Allotment Advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar
to the Offer, before 9:00 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock
Exchanges where the Equity Shares are proposed to be listed, provided such final listing and trading approval
from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading
approval from all the Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the final listing and
trading approval from all the Stock Exchanges where the equity shares of the Issuer are proposed to be listed, then
the Allotment Advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar to
the Offer, following the receipt of final listing and trading approval from all the Stock Exchanges.

Our Company, the BRLMs and the Registrar to the Offer shall publish an allotment advertisement not later than
one Working Day after the commencement of trading, disclosing the date of commencement of trading in all
editions of Financial Express (a widely circulated English national daily newspaper) and all editions of Jansatta (a
widely circulated Hindi national daily newspaper, Hindi being the regional language of New Delhi, where our
Registered Office is located).

Signing of the Underwriting Agreement and Filing with the Registrar of Companies

a) Our Company, the Selling Shareholders and the Underwriters intend to enter into an Underwriting
Agreement after the finalisation of the Offer Price and allocation of Equity Shares, but prior to the filing
of the Prospectus.

b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC
in accordance with applicable law, which would then be termed as the Prospectus. The Prospectus will
contain details of the Offer Price, the Anchor Investor Offer Price, the Offer size, and underwriting
arrangements and will be complete in all material respects.

Impersonation

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 2013, which is reproduced below:

“Any person who:

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(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or(c) otherwise
induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name,

shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013, for fraud involving an amount of at least
₹ one million or 1% of the turnover of our Company, whichever is lower, includes imprisonment for a term which
shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved
in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such
term shall not be less than three years.) Further, where the fraud involves an amount less than ₹ 1 million or one
per cent of the turnover of our Company, whichever is lower, and does not involve public interest, any person
guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine
which may extend to ₹5.00 million or with both.

Undertaking by our Company

Our Company undertakes the following:

• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;

• all steps for completion of the necessary formalities for listing and commencement of trading at all the
Stock Exchanges where the Equity Shares are proposed to be listed are taken within three Working Days
from the Bid/ Offer Closing Date or such other time period as may be prescribed by under applicable
law;

• the funds required for making refunds/unblocking (to the extent applicable) as per the mode(s) disclosed
shall be made available to the Registrar to the Offer by our Company;

• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Applicant within time prescribed under applicable laws, giving details
of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;

• Except for the allotment of specified securities pursuant to the exercise of employee stock options under
ESOP – 2015 and ESOP – 2022, no further issue of the Equity Shares shall be made from the date of this
Red Herring Prospectus till the Equity Shares offered through this Red Herring Prospectus are listed or
until the Bid monies are refunded/unblocked in the relevant ASBA Accounts on account of non-listing,
undersubscription, etc.

• adequate arrangements shall be made to collect all Bid cum Application Forms from Bidders and that
they will be considered similar to non-ASBA Applications while finalizing the Basis of Allotment.

Undertakings by the Selling Shareholders

Each of the Selling Shareholders, severally and not jointly, specifically undertake and/or confirm the following in
respect to itself as a Selling Shareholder and its respective portion of the Offered Shares:

• that the Offered Shares are eligible for being offered in the Offer for Sale in terms of Regulation 8 of the
SEBI ICDR Regulations and are in dematerialised form;

• it is the legal and beneficial owner of its Offered Shares with valid and marketable title, and shall be
transferred pursuant to the Offer, free and clear of any encumbrances;

• it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or
services or otherwise to any Bidder for making a Bid in the Offer; and

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 • its Offered Shares are fully paid.

Utilisation of proceeds from the Offer

Our Company certifies that:

(i) all monies received out of the Offer shall be credited/transferred to a separate bank account other than
the bank account referred to in sub-Section (3) of Section 40 of the Companies Act, 2013;

(ii) details of all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed till the
time any part of the Fresh Issue proceeds remains unutilised, under an appropriate head in the balance
sheet of our Company indicating the purpose for which such monies have been utilised; and

(iii) details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate
separate head in the balance sheet indicating the form in which such unutilised monies have been
invested.

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Foreign investment is permitted (except in the prohibited sectors) in Indian
companies, either through the automatic route or the approval route, depending upon the sector in which foreign
investment is sought to be made. The Government of India makes policy announcements on FDI through press
notes and press releases. The regulatory framework, over a period of time, thus, consists of acts, regulations, press
notes, press releases, and clarifications among other amendments. The DPIIT (formerly Department of Industrial
Policy & Promotion) issued the Consolidated FDI Policy Circular dated October 15, 2020, with effect from
October 15, 2020 (the “FDI Policy”), which consolidates and supersedes all previous press note, press releases
and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020.

In terms of Press Note 3 of 2020, dated April 17, 2020 (“Press Note”), issued by the DPIIT, the FDI Policy and
the FEMA Non-Debt Instruments Rules have been amended to state that all investments under the foreign direct
investment route by entities of a country which shares land border with India or where the beneficial owner of an
investment into India is situated in or is a citizen of any such country will require prior approval of the Government
of India. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an
entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/
purview, such subsequent change in the beneficial ownership will also require approval of the Government of
India. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020,
a multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor
shall any country be treated as the beneficial owner of the investments of such bank or fund in India. Each Bidder
should seek independent legal advice about its ability to participate in the Offer. In the event such prior approval
of the Government of India is required, and such approval has been obtained, the Bidder shall intimate our
Company and the Registrar to the Offer in writing about such approval along with a copy thereof within the Bid/
Offer Period.

Transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI,
provided that (i) the activities of the investee company are under the automatic route under the Consolidated FDI
Policy and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident
shareholding is within the sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in accordance
with the guidelines prescribed by the SEBI/RBI.

For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids
by Eligible Non-resident Indians” and “Offer Procedure – Bids by Foreign Portfolio Investors” beginning on
pages 492 and 493, respectively.

As per the existing policy of the Government of India, OCBs cannot participate in this Offer.

The Equity Shares offered in the Offer have not been, and will not be, registered under the U.S. Securities Act or
any other applicable law of the United States and, unless so registered, may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. Persons as defined in Regulation S under the U.S.
Securities Act (“U.S. Persons”), except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable securities laws in the United States. The
Company is not registered and does not intend to register as an investment company under the U.S. Investment
Company Act in reliance on the exemption set forth in Section 3(c)(7) of the U.S. Investment Company Act, and
investors will not be entitled to the benefits afforded to investors in a company registered under the U.S.
Investment Company Act. Accordingly, the Equity Shares are only being offered and sold (a) to persons in the
United States, or to or for the account or benefit of, U.S. Persons, in each case that are both “qualified institutional
buyers” (as defined in Rule 144A under the U.S. Securities Act and referred to in this Red Herring Prospectus as
“U.S. QIBs”, and for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional
investor defined under applicable Indian regulations and referred to in this Red Herring Prospectus as “QIBs”)
and “qualified purchasers” (as defined in Section 2(a)(51) under the U.S. Investment Company Act and referred
to in this Red Herring Prospectus as “QPs”) in transactions exempt from, or not subject to, the registration
requirements of the U.S. Securities Act, and in reliance on exemption set forth in Section 3(c)(7) of the U.S.
Investment Company act; or (b) outside the United States to investors that are not U.S. Persons nor persons
acquiring for the account or benefit of U.S. Persons in “offshore transactions” as defined in and in compliance
with Regulation S and the applicable laws of the jurisdiction where those offers and sales occur. The Equity Shares
have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and

507
may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.

For further details, see “Offer Procedure” beginning on page 486.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders, severally
and not jointly, and the BRLMs are not liable for any amendments or modification or changes in applicable laws
or regulations, which may occur after the date of this Red Herring Prospectus. Bidders are advised to make their
independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits
under laws or regulations.

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 SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

Pursuant to Schedule I of Companies Act, 2013 and the SEBI ICDR Regulations, the main provisions of the
Articles of Association of our Company are detailed below. Further no material clause of the Articles of
Association has been left out from disclosure, which may have any bearing on the Offer and the disclosures
included in this Red Herring Prospectus.

THE COMPANIES ACT, 2013 COMPANY

LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

URBAN COMPANY LIMITED1 2

This set of Articles of Association of the Company has been approved pursuant to the provisions of the Section
14 of the Companies Act, 2013 and by a special resolution passed at the Extraordinary General Meeting of
Urban Company Limited (the “Company”) held on March 18, 20251. These Articles have been adopted as the
Articles of Association of the Company in substitution for and to the exclusion of all the existing articles of
association.

The Articles of Association of our Company include two parts, Part A and Part B which, unless the context
otherwise requires, co-exist with each other until the date of listing of the Equity Shares of the Company on the
Indian Stock Exchanges (“Listing Date”). In the event of any inconsistencies between Part A and Part B, the
provisions of Part B shall prevail and be applicable until the Listing Date. All articles of Part B shall
automatically terminate and shall cease to have any force and effect on and from the Listing Date and the articles
of Part A shall continue to be in effect and be in force, without any further corporate action by the Company or
by the Shareholders.
PART A

PRELIMINARY

1. The regulations contained in Table F of Schedule I of the Companies Act, 2013 shall apply to the
Company so far as they are not inconsistent with or repugnant to any of the regulations contained
in these Articles.

INTERPRETATION
2. In the interpretation of these Articles, the following words and expression shall have the
following meanings, unless repugnant to the subject or context hereof:

“Act” or “Companies Act” means the Companies Act, 2013, as amended from time to time and
includes any re-enactment thereof for the time being in force.

“Alter” and “Alteration” shall include the making of additions, omission, insertion, deletion and
substitutions.

“Annual General Meeting” means a General Meeting of the Members duly called and held in
accordance with the provisions of Section 96 of the Act, including a meeting held pursuant to any
adjournment thereof

“Articles”, means these Articles of Association as originally framed or amended, altered or

1 The word ‘Private’ deleted on the conversion of the company to a public company vide special resolution passed by the members at their Extra-Ordinary General Meeting
held on January 31, 2025.
2 The name changed pursuant to the Shareholder’s approval at their Extra-Ordinary General Meeting was held on March 18, 2025.

509
 supplemented from time to time and includes the memorandum where the context so requires.

“Board” or “Board of Directors” or “The Board” or “The Board of Directors” means the
collective body of the Directors of the Company in office at applicable times.

“Beneficial Owner” means a Person whose name is recorded as such with a Depository.
“Bye Laws” means bye-laws made by a Depository under Section 26 of the Depositories Act, 1996.

“Company” or “This Company” means Urban Company Limited3, a company incorporated

under the provisions of the Act .

“Company Secretary” or “Secretary” means a company secretary as defined in clause (c) of sub-
section (1) of section 2 of the Company Secretaries Act, 1980 who is appointed by a company to
perform the functions of a company secretary under the Act and these Articles.

“Debenture” includes debenture stock, bonds or any other instrument of the Company
evidencing a debt, whether constituting a charge on the assets of the Company or not.

“Depositories Act” means the Depository Act, 1996 (22 of 1996) including any statutory
modification or re-enactment there of including all the rules, notifications, circulars issued thereof
and for the time being in force.

“Depository” means a depository as defined in clause (e) of sub-section (1) of section 2 of the
Depositories Act, 1996.

“Director” means a director appointed to the Board of the Company in accordance with these
Articles, including any independent director, additional director, nominee director and/or alternate
director, appointed in accordance with these Articles.

“Dividend” includes interim dividend .

“Document” includes summons, notice, requisition, order, declaration, form and register, whether
issued, sent or kept in pursuance of this Act or under any other law for the time being in force or
otherwise, maintained on paper or in electronic form.

“Employees’ Stock Option Scheme/Plan” means the employee stock option schemes/plans as
formulated and duly approved by the Board of Directors and shareholders of the Company, applicable
inter alia to the employees, the Directors of the Company, its group companies and subsidiary
companies from time to time.

“Equity Shares” means the equity shares having a face value of INR 1 each, in the issued,
subscribed and paid up equity share capital of the Company.

“Extra Ordinary General Meeting” means an extra ordinary general meeting of the Members duly
called and constituted in terms of these Articles and the Act, and any adjournments thereof.

“Key Managerial Personnel”, in relation to a company, means—

(i) the chief executive officer or the managing director or the manager;
(ii) the company secretary;
(iii) the whole-time director including executive director;
(iv) the chief financial officer;
(v) such other officer, not more than one level below the Directors who is in whole-time
employment, designated as key managerial personnel by the Board; and
(vi) such other officer as may be prescribed under the Act.

“Meeting” or “General Meeting” means a meeting of Members.

“Member”, in relation to the Company, means—

3 The name changed pursuant to the Shareholder’s approval at their Extra-Ordinary General Meeting held on March 18, 2025.

510
 (i) the subscriber to the Memorandum of Association of the Company who shall be deemed to have
agreed to become member of the Company, and on its registration, shall be entered as a member
in its Register of Members;
(ii) every other person who agrees in writing to become a member of the Company and whose name
is entered in the Register of Members of the Company;

every person holding Shares of the Company and whose name is entered as a Beneficial Owner
in the records of the Depository.

“Memorandum of Association” means the memorandum of association of the Company (as

amended, altered, substituted or replaced from time to time).

“Month” means a period of thirty days and a “Calendar month” means an English Calendar
Month.

“Officer who is in default” shall have the same meaning as specified under Section 2 (60) of
the Act.

"Ordinary Resolution" and “Special Resolution” shall have the same meaning as specified
under Section 114 of the Act.

“Person” includes an individual, an association of persons or body of individuals, whether

incorporated or not and a firm.

“Register and Index of beneficial owners” means the register and index of beneficial owners
maintained by a depository under Section 11 of the Depositories Act, for the purpose of the Act
and these Articles.

“Register of Members” means the Register of Members to be kept in pursuance to the

provisions of the Act.

“Registered Office” means the registered office for the time being of the Company.

“Seal” means the common seal for the time being of the Company.

“SEBI” means the Securities and Exchange Board of India.

“SEBI Listing Regulations” means the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

“Security(ies)” means the securities as defined in clause (h) of section 2 of the Securities
Contracts (Regulation) Act, 1956.

“Shares” means the shares of the Company issued from time to time and carrying the rights as
set out in these Articles including preference shares and the Equity Shares.

“The Registrar” means the Registrar of Companies of the State in which the Registered Office
of the Company is for the time being situated.

Words importing the masculine gender include the feminine gender.

Words importing the singular number include the plural number.

Subject as aforesaid, any words and expressions defined in the Act as modified up to the date on
which these Articles become binding on the Company shall, except where the subject or context
otherwise requires, bear the same meaning in these Articles.

5. Subject to the provisions of the Act and these Articles, the Shares shall be under the control of
the Directors who may issue, allot or otherwise dispose of the same or any of them to such

511
 Persons, in such proportion and on such terms and conditions and either at a premium or at par
and at such time as they may from time to time think fit. Subject to the applicable provisions of
the Act, the Board may, in its discretion, allow for sub-division or consolidation of share
certificates.

6. In addition to, and without derogating from the power for that purpose conferred on the Directors
under these Articles, the Company in a General Meeting may, subject to the compliance of
Sections 42 and 62 of the Act as the case may be and Rules notified there under, determine to
issue further Shares out of the authorized but unissued share capital of the Company and may
determine that any Shares shall be offered to such Persons (whether Members or holders of
Debentures of the Company or not) in such proportions and on such terms and conditions and
either at a premium or at par, as such General Meeting shall determine and with full power to
give any Person (whether a Member or holder of Debentures of the Company or not) option to
be exercisable at such times and for such consideration as may be directed by such General
Meeting and subject to such other provisions whatsoever as the case may be, stipulated by the
General Meeting, for the issue, allotment or disposal of any Share.

7. Subject to the provisions of the Act and these Articles, the Directors may allot and issue Shares
in payment or part repayment for any part payment for any property or assets of any kind
whatsoever (including the good-will of any business) sold or transferred or goods or machinery
or know-how supplied or for services rendered to the Company either in about the formation or
promotion of the Company or the conduct of its business and any Shares which may be so
allotted may be issued as fully paid up or partly paid up otherwise than for cash and if so issued
shall be deemed to be fully paid up or partly paid up Shares as aforesaid. The Directors shall
cause returns to be filed of any such allotment as may be required under the provisions of the
Act.

8. The Company be and is hereby empowered to issue Shares under the Employee Stock Option
Scheme, 2015, Employee Stock Option Plan, 2022 or any other employee stock scheme or plan
formulated by the Company, from time to time, subject to the provisions Section 54 of the Act
and Rules issued thereunder, guidelines and regulations issued by SEBI and other laws as
applicable.

9. The Shares shall be numbered progressively according to their several denominations.

10. The money (if any) which the Directors shall, on the allotment of any Shares being made by
them, require or direct to be paid by way of deposits, call or otherwise in respect of any Shares
allotted by them, immediately on the insertion of the name of the allottee in the Register of
Members as the holder of such shares, shall become a debt due to and recoverable by the
Company from the allottee thereof, and shall be paid by such allottee accordingly.

11. If by the conditions of allotment of any Share, the whole or part of the amount or issue price
thereof shall be payable by installments, every such installment shall when due, be paid to the
Company by the Person who for the time being and from time to time shall be the registered
holder of the Share or his legal representative.

12. Except when required by law or ordered by a court of competent jurisdiction, the Company
shall not be bound to recognize any person as holding any share upon any trust and the
Company shall not be bound by, or be compelled in any way to recognize (even when having
notice thereof) in equitable, contingent, future or partial interest in any share or any interest in
any fractional part of a share, or (except only as by these Articles or as ordered by a court of
competent jurisdiction or by law otherwise provided) any other rights in respect of any share
except an absolute right to the entirety thereof in the registered holder.

13. None of the funds of the Company shall be applied in the purchase of any Shares of the
Company and itself not give any financial assistance for or in connection with the purchase or
subscription of any Shares in the Company or in its holding company save as provided by
provisions of the Act.

UNDERWRITING AND BROKERAGE

512
14. The Company may, subject to the applicable provisions of the Act, at any time pay a commission
to any Person in consideration of his/her subscribing or agreeing to subscribe or such Person
procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for any
Shares in or Debentures of the Company, but the rate of such commission shall not exceed the
permissible rates under the provisions of the Act and be subject to the conditions prescribed
under the section (6) of section 40 of the Act and the rules made thereunder. The Company may
exercise the powers of paying commissions conferred by sub-section (6) of section 40 of the Act,
provided that the rate per cent. or the amount of the commission paid or agreed to be paid shall
be disclosed in the manner required by that section and rules made thereunder. The rate or
amount of the commission shall not exceed the rate or amount prescribed in rules made under
sub-section (6) of section 40 of the Act. The commission may be satisfied by the payment of
cash or the allotment of fully or partly paid Shares or Debentures or partly in one way and partly
in the other. The Company may also on any issue of Shares or Debentures, pay such brokerage
as may be lawful.

LIEN

(b) on all Shares (not being fully paid Shares) standing registered in the name of a single person,
for all monies presently payable by him/her or his/her estate to the Company;

Provided that the Board of Directors may at any time declare any Share to be wholly or in
part exempt from the provisions of this Article. Provided further that fully paid up Shares
shall be free from all lien and in the case of partly paid shares, the Company’s lien shall be
restricted to the money called or payable at a fixed time in respect of such shares.

(ii) The Company’s lien, if any, on a Share shall extend to all dividends payable and bonuses
declared from time to time in respect of such Shares.

The Company may sell, in such manner as the Board thinks fit, any Shares on which the
Company has a lien:

Provided that no sale shall be made—

(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen (14) days after a notice in writing stating and demanding
payment of such part of the amount in respect of which the lien exists as is presently payable,
has been given to the registered holder for the time being of the Share or the person entitled
thereto by reason of his death or insolvency.

The provisions of this Article shall mutatis mutandis apply to any other securities including
Debentures of the Company.

CERTIFICATES

16. (i) Every Person whose name is entered as a Member in the Register of Members shall be
entitled, without payment to one or more certificates in marketable lots, for all the shares of
each class or denomination registered in his name, or if the Directors so approve (upon
paying such fee as the Directors so determine) to several certificates, each for one or more
of such shares and the Company shall complete and have ready for delivery such certificates,
to receive within two (2) months after incorporation, in case of subscribers to the
Memorandum of Association or after allotment, or within one (1) month after the
application for the registration of transfer or transmission or within such other period as the
conditions of issue shall be provided.
(ii) Every certificate of Shares shall be under the seal of the Company, if any, and shall specify
the number and distinctive numbers of Shares to which it relates and amount paid-up
thereon and shall be signed by two Directors or by a Director and the Company Secretary.
(iii) In respect of any Share or Shares held jointly by several persons, the Company shall not be
bound to issue more than one certificate, and delivery of a certificate for a Share to one of
several joint holders shall be sufficient delivery to all such holders.

513
17. The Directors may in their absolute discretion refuse sub-division of Share/Debenture certificate
where such sub-division will result in the issue of certificate for number of Shares and/or
Debentures which is less than the marketable lot, unless the sub-division is required to be made
to comply with a statutory provision or an order of a competent court of law.

18. If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on
the back thereof for endorsement of transfer or in case of sub-division or consolidation of Shares,
then upon production and surrender thereof to the Company, a new certificate may be issued in
lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction
of the Company and on execution of such indemnity as the Company deems adequate, a new
certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate.
Every certificate under this Article shall be issued on payment of not exceeding Rs. 50 Rupees
fifty for each certificate or any such amount as may be permitted under applicable law. Provided
that no fee shall be charged for issue of new certificates in replacement of those which are old,
defaced or worn out or where there is not further space on the back thereof for endorsement of
transfer or in case of sub-division or consolidation of Shares.

15. (i) The Company shall have a first and paramount lien—

(a) on every share (not being a fully paid Share), for all monies (whether presently payable
or not) called, or payable at a fixed time, in respect of that share; and

Provided that notwithstanding what is stated above, the Directors shall comply with such rules
or regulations and requirements of any stock exchange or the rules made under the Act or the
rules made under Securities Contracts (Regulation) Act, 1956, as amended or any other act or
rules applicable in this behalf.

The provisions of this Article shall mutatis mutandis apply to issue of certificates for any other
Securities, including Debentures, of the Company.

19. Every endorsement upon a share certificate in favour of any transferee thereof shall be signed
by such person for the time being authorized by the Directors in that behalf.

20. The Board shall comply with requirements of Section 46 and rules notified under the Act relating
to the issue and execution of share certificates. The provisions of these Articles shall mutatis
mutandis apply to Debentures of the Company.

CALLS ON SHARES

21. The Board may, from time to time, make calls upon the Members in respect of any monies
unpaid on their Shares (whether on account of the nominal value of the Shares or by way of
premium) and not by the conditions of allotment thereof made payable at fixed times.

Provided that no call shall exceed one-fourth of the nominal value of the Share or be payable at
less than one month from the date fixed for the payment of the last preceding call. Further,
provided that the option or right to call of shares shall not be given to any person or persons
without the sanction of the Company in the General Meeting.

22. Each Member shall, subject to receiving at least fourteen (14) days’ notice specifying the time or
times and place of payment, pay to the Company, at the time or times and place so specified, the
amount called on his/her Shares.

23. A call may be revoked or postponed at the discretion of the Board.

24. A call shall be deemed to have been made at the time when the resolution of the Board
authorizing the call was passed and may be required to be paid by installments.

25. The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

514
26. (i) If a sum called in respect of a Share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest thereon from the day
appointed for payment thereof, to the time of actual payment at such rate, as the Board may
determine.

(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.

27. (i) Any sum which by the terms of issue of a Share becomes payable on allotment or at any
fixed date, whether on account of the nominal value of the share or by way of premium,
shall, for the purposes of these regulations, be deemed to be a call duly made and payable
on the date on which by the terms of issue such sum becomes payable.

(ii) In case of non-payment of such sum, all the relevant provisions of these Articles as to
payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a call duly made and notified.

28. The Board may, if it thinks fit, subject to the provisions of Section 50 of the Act, agree to and
receive from any Member willing to advance the same, whole or any part of the monies due upon
the Shares held by him beyond the sums actually called for and upon the amount so paid or
satisfied in advance, or so much thereof as from time to time exceeds the amount of the calls
then made upon the Shares in respect of which such advance has been made, the Company may
(until the same would, but for such advance, become presently payable) pay interest at such rate
as may be agreed upon between the Board and the Member paying the sum in advance but not
exceeding rate prescribed under applicable law. Provided that money paid in advance of calls on
any Share may carry interest but shall not confer a right to dividend or to participate in profits.
The Board may at any time repay the amount so advanced. The Member shall not be entitled to
any voting rights in respect of the moneys so paid by him until the same would, but for such
payment, become presently payable.

The provisions of these Articles shall mutatis mutandis apply to any calls on Debentures of the
Company.

Where any calls for further share capital are made on the shares of a class, such calls shall be
made on a uniform basis on all shares falling under that class. For the purposes of this Article,
shares of the same nominal value on which different amounts have been paid-up shall not be
deemed to fall under the same class.

FORFEITURE AND SURRENDER

29. If any Member fails to pay the whole or any part of any call or installment, any money due in
respect of any Shares either by way of principal or interest, on or before the day appointed for
the payment of the same, the Directors may, at any time thereafter, during such time as the call
or installment or any part thereof or other money as aforesaid remain unpaid, or a judgment or
decree in respect thereof remains unsatisfied in whole or in part, serve a notice on such Member
or on the person (if any) entitled to the Shares by transmission, requiring him to pay such call or
installment or such part thereof or other moneys as remain unpaid together with any interest that
may have accrued and all expenses (legal or otherwise) that may have been incurred by the
Company by reason of such non-payment.

30. The notice aforesaid shall—

(a) name a further day (not being earlier than the expiry of fourteen (14) days from the date of
service of the notice) on or before which the payment required by the notice is to be made;
and
(b) state that, in the event of non-payment on or before the day so named, the Shares in respect
of which the call was made shall be liable to be forfeited.

31. If the requirements of any such notice as aforesaid shall not be complied with, any of the Shares
in respect of which such notice has been given, may, at any time thereafter but before payment
required by the notice has been made, be forfeited by a resolution of the Board to that effect.

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32. When any Shares shall have been so forfeited, an entry of the forfeiture, with the date thereof,
shall be made in the Register of Members and notice of the forfeiture shall be given to the
Member in whose name they stood immediately prior to the forfeiture, but no forfeiture shall
be in any manner invalidated by any omission or neglect to give such notice or to make any
entry as aforesaid.

33. Any Share so forfeited shall be deemed to be the property of the Company and may be sold, re-
allotted or otherwise disposed of either to the original holder thereof or to any other person
upon such terms and in such manner as the Board shall think fit.

34. The Directors may, at any time before any Shares so forfeited shall have been sold, re-allotted or
otherwise disposed off, annul the forfeiture thereof upon such conditions as they think fit.

35. Any person whose Shares have been forfeited shall, notwithstanding the forfeiture, be liable to
pay and shall forthwith pay to the Company all calls, installments, interest, expenses and other
moneys owing upon or in respect of such Shares, at the time of the forfeiture together with
interest thereon from the time of the forfeiture until actual payment, at such rates as the Directors
may determine. The Directors may, and shall be under no obligation to do so, enforce the whole
or a portion of the payment, as if it were a new call made at the date of the forfeiture.

36. The forfeiture of a Share shall involve the extinction, at the time of the forfeiture, of all interest
in and all claims and demands against the Company in respect of the Shares forfeited and all
other rights incidental to such Shares, except those rights as are expressly saved by these Articles.

37. The Directors may, subject to the provisions of the Act, accept the surrender of any Shares
from or by any Member desirous of surrendering them, on such terms as they think fit.

38. (i) For the purpose of enforcing the aforesaid lien on the partly paid- up shares, the Board of
Directors may sell the Shares, subject to the terms hereof, in such manner as they shall
think fit. However, no sale shall be consummated, unless the sum in respect of which
the lien exists is presently payable and until notice in writing of the intention to sell shall
have been served on such Member, his executors or administrators or his committee, or
other legal representatives as the case may be, and a default shall have been made by
him or them in the payment of such sums payable as aforesaid, for a period of seven (7)
days from the date of notice.

(ii) To give effect to any such sale, the Board may authorize any person to transfer the
Shares sold to the purchaser thereof and the purchaser shall be registered as the holder of
the Shares comprised in any such transfer. Upon any such sale as aforesaid, the
certificates in respect of the Shares sold, shall stand cancelled and become null and void
and of no effect and the Directors shall be entitled to issue a new certificate or certificates
in lieu of the sale to the purchaser or purchasers concerned.

39. The proceeds of the sale shall be received by the Company and applied in payment of such part
of the amount in respect of which the lien exists as is presently payable. The residue, if any,
shall, subject to a like lien for sums not presently payable as existed upon the shares before the
sale, be paid to the person entitled to the shares at the date of the sale.

40. A duly verified declaration in writing that the declarant is a Director, a manager or the Company
Secretary of the Company and that a Share in the Company has been duly forfeited on a date
stated in such declaration, shall be conclusive evidence of the facts stated therein, as against all
persons claiming to be entitled to the Share.

41. Upon any sale after forfeiture or for enforcing a lien in the exercise of the powers herein before
given, the Board may appoint a person to execute an instrument of transfer of the Share sold
and cause the purchaser’s name to be entered in the Register of Members in respect of the Shares
so sold, and the Company may receive the consideration, if any, given for the Share on any sale,
re-allotment or other disposition thereof and the person to whom such Shares are sold, re-allotted
or disposed off, may be registered as the holder of the Share and he shall not be bound to see to

516
 the application of the consideration/purchase money, if any, nor shall his title to the Share be
affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale,
re-allotment or other disposal of the Share, and after his name has been entered in the Register
of Members in respect of such sold Shares, the validity of the sale shall not be impeached by
any person.

42. Upon any sale, re-allotment or other disposal of the Shares, under the provisions of the preceding
Articles, the certificate or certificates originally issued in respect of the relevant Shares shall
(unless the same shall, on demand by the Company, have been previously surrendered to it by
the defaulting Member) stand cancelled and become null and void and of no effect and the
Directors shall be entitled to issue a new certificates in respect of the said Shares to the person
or persons entitled thereto.

TRANSFER AND TRANSMISSION OF SHARES

43. The instrument of transfer of any Shares shall be in such form as may be prescribed under the
Act and in writing, and all the applicable provisions of the Act for the time being in force shall
be duly complied with, in respect of all transfers of Shares and the registrations thereof.

44. Every such instrument of transfer shall be executed by or on behalf of the transferor and by or
on behalf of the transferee and the transferor shall be deemed to remain the holder of such Share
until the name of the transferee is entered in the Register of Members in respect thereof.

45. Intentionally Omitted.

46. The Board may, subject to the right of appeal conferred by Section 58 decline to register—

(a) the transfer of a Share, not being a fully paid up Share, to a person of whom they do not
approve; or
(b) any transfer of a Share, on which the Company has a lien; or

(c) any transfer of a Share which is in contravention of the Act, or any other applicable law.

PROVIDED THAT registration of transfer shall however not be refused on the ground of the
transferor being either alone or jointly with any other person or persons indebted to the
Company on any account whatsoever. On giving not less than seven days’ previous notice in
accordance with section 91 of the Act and rules made thereunder, the registration of transfers
may be suspended at such times and for such periods as the Board may from time to time
determine: Provided that such registration shall not be suspended for more than thirty days at
any one time or for more than forty-five days in the aggregate in any year.

The Board may decline to recognize any instrument of transfer unless—

(a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1)
of Section 56;
(b) the instrument of transfer is accompanied by the certificate of the Shares to which it relates,
and such other evidence as the Board may reasonably require to show the right of the
transferor to make the transfer; and
(c) the instrument of transfer is in respect of only one class of Shares.

47. No fee shall be charged for registration of transfer, transmission, probate, succession certificate
and letters of administration, certificate of death or marriage, power of attorney or similar other
documents.

48. If the Company refuses to register the transfer of any share or transmission of any right therein
the Company shall, within one month from the date on which the instrument of transferor
intimation of transmission was lodged with the Company, send notice of refusal to the
transferee and transferor to the person giving intimation of transmission, as the case may be,
and thereupon the provisions of the Act shall apply.

49. A transfer of a share in the Company of a deceased Member thereof made by his legal

517
 representative shall, although the legal representative is not himself a Member be a valid as if he
had been a Member at the time of the execution of the instrument of transfer.

50. The instrument of transfer after registration shall be retained by the Company and shall remain in
its custody. All instruments of transfer which the Directors may decline to register shall, on
demand, be returned to the person depositing the same. The Directors may cause to be destroyed,
all transfer deeds lying with the Company for a period of ten (10) years or more.

51. The Directors shall have the power, subject to provision of a prior notice by advertisement to
its Members, as required under the provisions of the Act, to close the transfer books of the
Company, the Register of Members or the Register of Debenture holders at such time or times
and for such period or periods as may be permissible, not exceeding thirty (30) days at a time.

52. The executors or administrators or a holder of a succession certificate in respect of the estate of
a deceased Member, not being one of two or more joint holders shall be the only persons
recognized by the Company as having any title to the Shares registered in the name of such
deceased Member and the Company shall not be bound to recognize such executors or
administrators unless such executors or administrators shall have first obtained Probate or
Letters of Administration as the case may be, from a duly constituted court in India, provided that
in any case, where the Directors in their absolute discretion think fit, they may dispense with the
production of Probate or Letters of Administration or succession certificate, and under the
provisions of Article 54 hereto, register the name of any person who claims to be absolutely
entitled to the Shares standing in the name of a deceased Member, as a Member.
53.
Subject to the provisions of Article 54 hereof, any person becoming entitled to a Share in
consequence of the death, lunacy or insolvency of any Member, upon producing proper evidence
of the grant of Probate or Letters of Administrations or Succession Certificate or such other
evidence that he sustains the character in respect of which he purports to act under this Article or
of his title to the shares as the Board thinks sufficient may with the consent of the Board (which
it shall not be under any obligation to give), be registered as a Member in respect of such Shares,
or may, subject to the provisions of these Articles as to transfer hereinbefore contained, transfer
such shares. This clause is herein referred to as the transmission clause.

54. Subject to the provisions of the Act and these Articles, the Directors shall have the same right to
refuse to register any such transmission until the same has been so verified or until or unless an
indemnity be given to the Company with regard to such registration which the Directors at their
discretion shall consider sufficient, provided nevertheless that there shall not be any obligation
on the Company or the Directors to accept any such indemnity.

NOMINATION OF SHARES

55. (i) Notwithstanding anything contained hereinabove, every shareholder of the Company may at
any time, nominate, in the prescribed manner, a person to whom his shares in the Company
shall vest in the event of his death.
ii) Where the shares in the Company are held by more than one person jointly, the joint holders
may together nominate, in the prescribed manner, a person to whom all the rights in the
shares in the company, shall vest in the event of death of all the joint-holders.
iii) Notwithstanding anything contained in any other law for the time being in force or in any
deposition, whether testamentary or otherwise, in respect of such shares in the Company,
where a nomination made in the prescribed manner purports to confer on any person the
right to vest the shares in the Company, the nominee shall, on the death of the shareholder
or as the case may be, on the death of the joint holders become entitled to all the rights in
such shares, to the exclusion of all other persons, unless the nomination is varied or
cancelled in the prescribed manner.
iv) Where the nominee is a minor, it shall be lawful for the holder of the shares, to make the
nomination to appoint in the prescribed manner, any person to become entitled to shares in
the Company, in the event of his death, during the minority.

TRANSMISSION OF SHARES

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56. Subject to the provisions of the Act and these Articles, any person becoming entitled to shares
in consequence of the death, lunacy, bankruptcy or insolvency of any Members, or by any
lawful means other than by a transfer in accordance with these Articles, may with the consent
of the Board (which it shall not be under any obligation to give), upon producing such evidence
as the Board thinks sufficient, that he sustains the character in respect of which he proposes to
act under this Article, or of his title, elect to either be registered himself as holder of the shares
or elect to have some person nominated by him and approved by the Board, registered as such
holder or to make such transfer of the share as the deceased or insolvent member could have
made. If the person so becoming entitled shall elect to be registered as holder of the share
himself, he shall deliver or send to the Company a notice in writing signed by him stating that
he so elects. Provided, nevertheless, if such person shall elect to have his nominee registered,
he shall testify that election by executing in favour of his nominee an instrument of transfer in
accordance with the provision herein contained and until he does so he shall not be freed
from any liability in respect of the shares. Further, all limitations, restrictions and provisions
of these regulations relating to the right to transfer and the registration of transfer of shares shall
be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the
Member had not occurred and the notice or transfer were a transfer signed by that Member.

61. The Company shall keep a book called the “Register of Transfer” and therein shall be fairly and
distinctly entered the particulars of every transfer and transmission of any Share in the Company.

62. The Company shall be entitled to treat the person whose name appears on the Register of
Members as the holder of any shares or other securities or whose name appears as the Beneficial
owner of shares or other securities in the records of Depository, as the absolute owner thereof.

DEMATERIALISATION OF SECURITIES

63. (a) Notwithstanding anything contained in these Articles, the Company shall be entitled to
dematerialize its Securities and to offer and deal in Securities in a dematerialized form
pursuant to the provisions of the Act, the Depositories Act and the rules framed thereunder.

(b) Securities in depositories to be in fungible form:

(i) All Securities held by a Depository shall be dematerialized and shall be in fungible form.
(ii) Nothing contained in Sections 89 of the Act shall apply to a Depository in respect of
the Securities held by it on behalf of the Beneficial Owners.

(d) Section 45 of the Act not to apply: Nothing contained in the Act or these Articles regarding
the necessity of having distinctive number for Securities issued by the Company shall apply
to securities held in a depository.

64. Option to receive Security certificates or hold Securities with depository:

(a) Every person subscribing to Securities offered by the Company shall have the option to
receive and/or deal-in the security certificates or hold Securities with a Depository.
(b) Where a person opts to hold a Security with a Depository the Company shall intimate such
Depository the details of allotment of the Security and on receipt of such information the
Depository shall enter in its record the name of the allottees as the Beneficial Owner of
such Security(ies). The Company or an investor may exercise an option to issue, deal in,
hold the securities (including shares) with a Depository in electronic form and the
certificates in respect thereof shall be dematerialised, in which event the rights and
obligations of the parties concerned and matters connected therewith or incidental thereof,
shall be governed by the provisions of the Depositories Act, 1996 as amended from time
to time or any statutory modification thereto or re-enactment thereof.

(c) Register and Index of beneficial owners.

(i) The Company shall be entitled to keep in any country outside India a branch Register
and Index of beneficial owners residing outside India.
(ii) The Depository shall intimate SEBI of the place where the records and documents are
maintained.

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 (iii) Subject to the provisions of any law the depository shall preserve records and
documents for a minimum period of eight years.

The Company shall cause to be kept a register and index of beneficial owners in accordance with
all applicable provisions of the Companies Act, 2013 and the Depositories Act, 1996.

(d) Rights of Depositories and Beneficial Owners:

(i) Notwithstanding anything to the contrary contained in the Articles or any other law for
the time being in force, a Depository shall be deemed to be the registered owner for
the purposes of effecting transfer of ownership of the Security on behalf of the
Beneficial Owner.
(ii) Save as otherwise provided in (i) hereinabove, the Depository as a registered owner
shall not have any voting rights or any other rights in respect of Securities held by it.
(iii) Every person holding Securities of the Company and whose name is entered as a
Beneficial Owner in the records of the Depository shall be deemed to be a Member of
the Company. The Beneficial Owner shall be entitled to all the rights and benefits and
be subjected to all the liabilities in respect of his Securities held by a Depository.

(e) Depository to furnish information:

Every Depository shall furnish to the Company, information regarding the transfer of Securities
in the name of the Beneficial owners at such interval and in such manner as may be specified
by the Bye Laws and the Company in that behalf.

(f) Notwithstanding anything in the Act or these Articles to contrary where Securities are held
in a depository the records of beneficial ownership may be served by such depository on
the Company means of electronic mode or by delivery of floppies or discs.

(g) Option to opt out in respect of any security.

(i) If a Beneficial Owner seeks to opt out of a Depository in respect of any Security, the
Beneficial Owner shall inform the Depository accordingly.
(ii) The Depository shall on receipt of an intimation as above, make appropriate entries in
its records and shall inform the Company.

65. Nothing contained in section 56 of the Act, shall apply to transfer of Securities effected by the
transferor and the transferee both of whom are entered as Beneficial Owner in the record of the
Company.

66. COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO MEMBERS

Copies of the Memorandum and Articles of Association of the Company and other documents
as may be referred in the Act shall be sent by the Company to every Member within seven (7)
days at his request on payment of a fee as prescribed under the applicable law.

CONVERSION OF SHARES INTO STOCK

67. The Company in its General Meeting may alter its Memorandum to:

(a) convert all or any of its fully Paid-Up Shares into stock; and
(b) re-convert any stock into fully Paid-Up Shares of any denomination.

68. The holders of stock may transfer the same or any part thereof in the same manner as and subject
to the same regulations under which the Shares from which the stock arose, might before the
conversion, have been transferred, or as near thereto as circumstances admit, provided that, the
Board may from time to time, fix the minimum amount of stock transferable, so however that
such minimum shall not exceed the nominal amount of shares from which the stock across.

69. The holders of stock shall, according to the amount of stock held by them, have the same rights,

520
 privileges and advantages as regards dividends, participation in profits, voting and meetings of
the Company, and other matters, as if they held the Shares from which the stock arose but no
such privilege or advantage (except as regard dividends, participation in the profits of the
Company and in the assets on winding up) shall be conferred by an amount of stock which
would not, if existing in shares, have conferred that privilege or advantage.

70. Such of the regulations of the Company (other than those relating to share warrants) as are
applicable to paid-up shares shall apply to stock and the words “Share” and “Shareholders” in
these Articles shall include stock and stockholders respectively.

INCREASE, REDUCTION AND ALTERATION OF CAPITAL

71. The Company may, from time to time, by ordinary resolution increase the share capital by such
sum, to be divided into Shares of such amount, as may be specified in the resolution.

72. Subject to the provisions of Section 61 of the Act, the company may, by ordinary resolution in
its General Meeting—

(a) increase its authorized share capital by such amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into Shares of larger amount than its
existing Shares;
(c) convert all or any of its fully paid-up Shares into stock, and reconvert that stock into fully
paid-up Shares of any denomination;
(d) sub-divide its existing Shares or any of them into Shares of smaller amount than is fixed by
the memorandum;
(e) cancel any Shares which, at the date of the passing of the resolution, have not been taken or
agreed to be taken by any person;
73.
The Company may, by special resolution, reduce in any manner and with, and subject to, any
incident authorized and consent required by law—

(a) its share capital;

(b) any capital redemption reserve account; or
(c) any share premium account.

(1) Where at any time, the Company proposes to increase its subscribed capital by the issue of
further Shares, such Shares shall be offered –

(a) to persons who, at the date of the offer, are holders of equity Shares of the Company in
proportion, as nearly as circumstances admit, to the paid-up share capital on those Shares
by sending a letter of offer subject to the following conditions, namely—
(i) the offer shall be made by notice specifying the number of Shares offered and
limiting a time not being less than fifteen (15) days or such lesser number of days
as may be prescribed by the Act and not exceeding thirty (30) days from the date of
the offer within which the offer, if not accepted, shall be deemed to have been
declined;
(ii) subject to the provisions of these Articles, the offer aforesaid shall be deemed to
include a right exercisable by the person concerned to renounce the Shares offered
to him or any of them in favour of any other person; and the notice referred to in
clause (i) of Article73(1)(a) herein above shall contain a statement of this right;
(iii) after the expiry of the time specified in the notice aforesaid, or on receipt of earlier
intimation from the person to whom such notice is given that he declines to accept
the Shares offered, the Board of Directors may dispose of them in such manner
which is not dis-advantageous to the shareholders and the Company.

(b) to employees under a scheme of employees’ stock option, subject to special resolution
passed by company and subject to such conditions as may be prescribed under the Act and
any other law in force at the time, including the conditions set out under the employees’
stock option guidelines issued by the SEBI (as may be applicable); or
(c) to any persons, if it is authorized by a special resolution, whether or not those persons

521
 include the persons referred to in clause (a) or clause (b) hereinabove, either for cash or for
a consideration other than cash, if the price of such Shares is determined by the valuation
report of a registered valuer subject to such conditions as may be prescribed under the Act
and rules framed thereunder.
(2) The notice referred above shall be dispatched through registered post or speed post or through
electronic mode or courier or any other mode having proof of delivery to all the existing
shareholders at least three days before the opening of the issue.

75. (1)shall be considered part of the original capital and shall be subject to the provisions herein
contained with reference to the payment of calls and installments, transfer and transmission,
forfeiture, lien, surrender, voting or otherwise.

(2)Subject to the provisions of the Act and the rules framed thereunder, the Company shall have the
power to issue preference shares which are, or at the option of the Company, liable to be redeemed
within a period not exceeding twenty (20) years from the date of issue and the redemption may,
subject to the provisions of the Article hereof and the Act and rules framed thereunder, be
effected in the manner and subject to the terms and provisions of its issue .

On the issue of redeemable Preference Shares under the provisions of Article 75(2) herein above, the
following provisions shall take effect:

77. (a) no such Shares shall be redeemed except out of profits of the Company which would otherwise
be available for dividend or out of the proceeds of the fresh issue of Shares made for the purpose
of redemption.

(b) no such Shares shall be redeemed unless they are fully paid;

(c) the premium if any payable on redemption shall be provided, for out of the profits of the
Company or the Company’s Securities Premium Account before the Shares are redeemed;
(d) where any such Shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall,
out of the profits, transfer a sum equal to the nominal amount of the Shares to be redeemed, which
would otherwise have been available for dividend, to a reserve fund, to be called the “Capital
Redemption Reserve Account”, and the provisions of the Act relating to the reduction of the
Share Capital of the Company shall apply as if the Capital Redemption Reserve Account were
paid-up share capital of the Company.

The Company may, subject to the provisions of the Act, from time to time by special resolution
reduce its share capital and in particular may pay off any paid up share capital upon the footing
that it may be called up again or otherwise and may, if and so far as is necessary, alter its
Memorandum by reducing the amount of its share capital and of its Shares accordingly. Provided
that no such reduction shall be made if the Company is in arrears in the repayment of any
deposits it may have accepted, or the interest payable thereon.

78. The right conferred upon the holders of Shares of any class issued with preferred or other rights
shall not, unless otherwise expressly provided by terms of issue of the Shares of that class, be
deemed to be varied by the creation or issue of further Shares ranking pari passu herewith.

MODIFICATION OF RIGHTS

79. If at any time the share capital is divided into different classes, the rights attached to any class of
Shares (unless otherwise provided by the terms of issue of the Shares of that class) may, subject
to the provisions of the Act, be modified, commuted, affected, abrogated or varied (whether or
not the Company is being wound up) with the consent in writing of the holders of not less than
three fourths of the issued Shares of that class, or through a special resolution passed at a meeting
of the holders of that class of Shares and all the provisions hereinafter contained as to General
Meeting shall mutatis mutandis apply to every such meeting.

JOINT HOLDERS

80. Where two or more persons are registered as the holders of any Share they shall be deemed to

522
 hold the same as joint tenants with benefits of survivorship, subject to the following and other
provisions in the Articles;

(a) The Company may be entitled to decline to register more than three (3) persons as the joint
holders of any Share(s).
(b) The joint holders of any Share shall be liable severally as well as jointly for and in respect
of all calls and other payments which ought to be made in respect of such Share.
(c) On the death of any such joint holder the survivor or survivors shall be the only person or
persons recognized by the Company as having any title to the Share but the Directors may
require such evidence of deaths they may deem fit and nothing herein contained shall be
taken to release the estate of deceased joint holder from any liability in respect of the Shares
held by him jointly with any other person.
(d) Only the person whose name stands first in the Register of Members may give effectual
receipts for any dividends or other moneys payable in respect of such share.
(e) Only the person whose name stands first in the Register of Members as one of the Joint
holders of any Share shall be entitled to delivery of the Certificate relating to such Share or
to receive documents from the Company and any documents served on or sent to such
person shall be deemed service on all the joint holders.
(f) Any one of two or more joint holders may vote at any meeting either personally or by proxy
in respect of such Shares as if he were solely entitled thereto and if more than one of such
joint holders be present at any meeting personally or by proxy than that one of such persons
so present whose name stands first or higher (a the case may be) on the Register in respect
of such Shares shall be entitled to vote in respect thereof but the other or others of the joint
holders shall be entitled to be present at the meeting provided always that joint holders
present at any meeting personally shall be entitled to vote in preference to a joint holder
present by proxy although the name of such joint holder present by proxy stands first or
higher in the Register in respect of such Shares, several executors or administrators of a
deceased Member in whose (deceased Member's) sole name any Share stands shall for the
purposes of this sub-clause be deemed joint holders.

DECLARATION BY PERSON NOT HOLDING BENEFICIAL INTEREST IN ANY

SHARE

81. (a) Notwithstanding anything herein contained, a person whose name is at any time entered in
the Register of Members of the Company as the holder of a Share in the Company, but who
does not hold the beneficial interest in such share shall, within such time and in such form
as prescribed under the Act, make a declaration to the Company specifying the name and
other particulars of the person or persons who hold the beneficial interest in such Share in
such manner as may be required under the provisions of the Act.
(b) A person who holds a beneficial interest in a Share or a class of Shares of the Company,
shall within the time prescribed under the Act after his becoming such Beneficial Owner,
make a declaration to the Company specifying the nature of his interest, particulars of the
person in whose name the shares stand in the Register of Members of the company and
such other particulars as may be required under the provisions of the Act.
(c) Whenever there is a change in the beneficial interest in the Share referred to above, the
Beneficial Owner shall within a period of thirty (30) days from the date of such change make
a declaration to the Company in such form and containing such particulars may be required
under the provisions of the Act.
(d) Notwithstanding anything contained in the provisions of the Act and the Articles hereof,
where any declaration referred to above is made to the Company the Company shall make
a note of such declaration in the Register of Members and file within the time prescribed
from the date of receipt of the declaration a return in the prescribed form with the Registrar
with regard to such declaration.

82. Notwithstanding anything contained in these Articles but subject to the provisions of Sections
68 to 70 of the Act and any other applicable provision of the Act and rules there under or any
other law for the time being in force, the Company may purchase its own shares or other
specified Securities.

BORROWING POWERS

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83. Subject to the provision of Section 180 (1) (c) of the Act and these Articles and without prejudice
to the other powers conferred by these Articles, the Directors shall have the power from time to
time at their discretion, by a resolution passed at a meeting of the Board and not by circular
resolution, to borrow monies provided that the total amount borrowed at any time together with
the moneys already borrowed by the Company (apart from temporary loans obtained from the
Company’s bankers in the ordinary course of business) shall not, without the consent of the
Company in General Meeting, exceed the aggregate of the paid up capital of the Company and
its free reserves that is to say, reserves not set apart for any specific purpose. Such consent shall
be obtained by a special resolution which shall provide for the total amount up to which moneys
may be borrowed by the Board. The expression “temporary loans” in this Article means loans
repayable on demand or within six (6) months from the date of the loans such as short term
loans, cash credit arrangements, discounting of bills and the issue of other short-term loans of
seasonable character but does not include loans raised for the purpose of financing expenditure

84. Subject to the provisions of the Act and these Articles, the Directors may by a resolution passed
at a meeting of the Board and not by circular resolution, secure the payment of such sum or
sums in such manner and upon such issue of bonds, perpetual or redeemable debentures or
debenture stock, or any mortgage or charge or other security on the undertaking of the whole or
any part of the property, undertaking of the company (both present and future). Provided that
consent of the Members by way of special resolution would be necessary for security to be
created on whole or substantially whole of the undertaking. For the purposes of this Article:

(i) “undertaking” shall mean an undertaking in which the investment of the company exceeds
twenty per cent of its net worth as per the audited balance sheet of the preceding financial
year or an undertaking which generates twenty per cent. of the total income of the company
during the previous financial year;

(ii) the expression “substantially the whole of the undertaking” in any financial year shall mean
twenty per cent or more of the value of the undertaking as per the audited balance sheet of
the preceding financial year.

85. Any bonds, Debentures, debenture-stock or other Securities issued or to be issued by the
Company, shall be under the control of the Directors, who may issue them upon such terms and
conditions and in such manner and for such consideration as they shall consider to be for the
benefit of the Company.

86. Debentures, debenture-stock, bonds or other Securities may be made assignable, free from any
equities between the Company and the person to whom the same may be issued.

87. Subject to the provisions of the Act and these Articles, any bond, Debentures, debenture stock
or other Securities, may be issued at par, premium or otherwise and with any special rights,
privileges and conditions as to redemption, surrender, drawings, allotment of Shares, attending
(but not voting) at a General Meeting, appointment of Directors or otherwise. Provided that the
Debentures with the right to allotment of or conversion into Shares shall not be issued except
with the sanction of the Company in a General meeting by a special resolution.

88. The Board shall cause a proper Register to be kept in accordance with the provisions of the Act,
of all mortgages, Debentures and charges specifically affecting the property of the Company
including all floating charges on current assets of the Company and fixed charges on the
undertaking or any property of the Company, and shall cause the requirements of the Act in
relation to charges be duly complied with.

DEBENTURES

89. The Company shall have the power to issue debentures whether convertible or nonconvertible,
and whether linked to issue of equity shares or not, among Members, but in exercising, this
power, provisions of these Articles and the Act and any statutory modifications thereof shall be
complied with.

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 REGISTRATION OF CHARGES

90. (a) The provision of Chapter VI the Act relating to registration of charges which expression
shall include mortgage shall be complied with.
(c) In the case of a charge created out of India and comprising solely of property situated
outside India the relevant provisions of the Act shall be complied with.
(c) Where a charge is created in India but comprises property outside India, the instrument
creating or proposing to create the charge under that section or a copy thereof verified in
the prescribed manner, may be filed for registration notwithstanding that further
proceedings, may be necessary to make the charge valid or effectual according to the law of
the country of which the property is situated.
(d) Where any charge on any property of the Company required to be registered under the Act
has been so registered, any person acquiring such property or any part thereof or any share
or interest therein, shall be deemed to have notice of the charge as from the date of such
registration.
(e) In respect of registration of charges on properties acquired subject to charge, the relevant
provisions of the Act shall be complied with
(f) The Company shall also comply with the provisions of the relevant provisions of the Act
and the rules framed thereunder, relating to security to be created in case of series of
Debenture entitling holders to any charge to the benefit of which the Debenture holder of
that series are entitled.

GENERAL MEETINGS

91. Subject to the provisions of the Act, the Company shall, in addition to any other meeting, hold
a General Meeting (hereinafter called “Annual General Meeting”), in physical form or through
Audio Visual Mode at the intervals and in accordance with the requirement of the Act and no
more than fifteen (15) months shall elapse between the date of one Annual General Meeting of
the Company and that of the next.

92. All General Meetings other than Annual General Meeting shall be called Extra-Ordinary General
Meetings.

93. The Board of Directors may call an Extraordinary General Meetings whenever they think fit.

94. The Board shall, on the requisition of Members, convene an Extraordinary General Meeting of
the Company in the circumstances and in the manner provided under the Act.

95. All General Meetings shall be convened by giving not less than clear twenty-one (21) days’ notice,
in such manner as is prescribed under the Act, specifying the place, date and hour of the meeting
and a statement of the business proposed to be transacted at such a meeting, in the manner
mentioned in the Act. Notice shall be given to all the Members and to such persons as are under
the Act and/or these Articles entitled to receive such notice from the Company but any
accidental omission to give notice to or non-receipt of the notice by any Member or other person
to whom it should be given shall not invalidate the proceedings of any General Meetings. The
Members may participate in General Meetings through such modes as permitted by applicable
laws.

96. (1) Every notice of a meeting of the Company shall specify the place, the date and hour of the
meeting and shall contain a statement of the business to be transacted at such General
Meeting.
(2) In every notice there shall appear with reasonable prominence a statement that a Member
entitled to attend, and vote is entitled to appoint a proxy to attend and vote instead of himself
and that a proxy need not be a Member of the Company.

97. (1) In the case of an Annual General Meeting all business to be transacted at the meeting shall
be deemed special, with the exception of business relating to:

(i) the consideration of the financial statements including balance sheet and the profit and
loss account statements and the report of Board of Directors and the auditors.

525
 (ii) the declaration of dividend.

(2) the appointment of and the fixing of the remuneration of the auditors.
(3) the appointment of Directors in the place of those retiring.
(4) In the case of any other meeting all business shall be deemed special.
(5) Where any item of business to be transacted at the meeting is deemed to be special as
aforesaid, there shall be annexed to the notice of the meeting, a statement setting out all
material facts concerning each item of special business to be transacted at a General Meeting,
shall be annexed to the notice calling such meeting, namely:—

(i) the nature of concern or interest, financial or otherwise, if any, in respect of each items
of—
• every director and the manager, if any;
• every other key managerial personnel; and
• relatives of the persons mentioned in sub-clauses (i) and (ii);
(ii) any other information and facts that may enable Members to understand the meaning,
scope and implications of the items of business and to take decision thereon.
(6) Where any item of business to be transacted at the meeting consists of according approval
of the meeting to any document, the time and place where the document can be inspected
shall be specified in the explanatory statement.
(7) “Postal Ballot”: Members will be entitled to vote by Postal Ballot for only those resolutions
as may be notified by the Central Government from time to time, in the manner and in
accordance with the provisions of the Act and the rules framed thereunder. If a resolution
is passed by the requisite majority of the shareholders by means of postal ballot, it shall be
deemed to have been passed at a General Meeting convened in that behalf.

(8) Notwithstanding anything to the contrary contained in these Articles, any reference made
to a resolution by the Members of the Company at any General Meeting shall also be
deemed to include a resolution passed by postal ballot in accordance with the provisions
contained in these Article whether or not the subject matter of such resolution is a matter
for which resolution by postal ballot is compulsory under the applicable provisions of the
Act or any other law for the time being in force.

Notices and other documents of General Meeting of the Company may also be given to
every Member of the Company by e-mail, provided that every Member should be given an
advanced opportunity to register their e-mail address and changes therein from time to time
with the Company or its Registrar and Share transfer agents. In case any Member has not
registered his e-mail address with the Company, the service of notice and documents shall
be in physical and in accordance with the provisions of Act.

98. Notice of every meeting shall be given to every Member of the Company in any manner
authorized by the Act and by these Articles, it shall be given to the persons entitled to a Share in
consequence of the death or insolvency of a Member by sending it through the post in a prepaid
letter addressed to them by name, or by the time of the representative of the deceased or
assignees of the insolvent or by any like description at the address, if any, in India supplied for
the purpose by the persons claiming to be so entitled or until such an address has been so
supplied, by giving the notice in any manner in which it might have been given if the death or
insolvency had not occurred provided that where notice of a meeting is given by advertising the
same in a newspaper circulating in the neighborhood of the registered office of the Company
under sub-section (3) of Section 53 of the Act, the explanatory statement need not be annexed
to the notice as required by Section 173 of the Act, but it shall be mentioned in the advertisement
that the statement has been forwarded to the Members of the Company.

99. Notwithstanding anything contrary contained in the Articles of Association, the Company may,
in pursuance of and subject to compliance with the provisions of applicable rules, regulations,
circulars, guidelines, notifications, etc. as may be specified by the Ministry of Corporate Affairs
(MCA), SEBI, or any competent authority and the provisions, if any, which may be laid down
in this regard by any amendment in or re-enactment of the Companies Act or by the rules,
regulations made there under or the SEBI guidelines and notifications, from time to time, allow
the Member(s) of the Company to participate in the General Meeting(s) of the Members through

526
 any type of electronic mode like video conferencing, etc. and the Members so participating shall
be deemed to be present in such General Meeting(s) for the purpose of the quorum, voting,
recording and all other relevant provisions in this regard.

For conducting the aforesaid meetings, the Company shall follow the procedure specified under
the applicable laws for the time being in force and the rules, regulations, circulars, notifications,
guidelines, etc. issued / to be issued from time to time by MCA, SEBI or any other competent
authority(ies) in this regard.

100. Notice of every meeting of the Company and every other communication relating to any General
Meeting of the Company which any Member of the Company is entitled to have sent to him,
shall be given to the Auditor or Auditors for the time being of the Company in the manner
authorized by the provisions of the Act, as in the case of any Member or Members of the
Company.

101. The accidental omission to give notice of any meeting to or the non-receipt of any notice by any
Member or to the other person to whom it should be given shall not invalidate the proceedings
at the meeting or the resolutions passed thereat.

102. (1) Where by any provision contained in the Act or in these Articles, a special notice is required
for any resolution, notice of the intention to move the resolution shall be given to the
Company not less than fourteen (14) days before the meeting at which it is to be moved
exclusive of (i) the days on which the notice is served or deemed to be served; and (ii) the
day of the meeting.
(2) The Company shall, immediately after the notice of the intention to move any such
resolution has been received by it give its Members notice of the resolution in the same
manner as it gives notices of the meeting, or if that is not practicable, shall give them notice
thereof either by advertisement in a newspaper having an appropriate circulation or in any
other mode allowed by the Articles, not less than seven days before the meeting.

103. Upon requisition in writing of such number of Members as required in Article 93 hereof, the
Directors shall duly comply with the obligation of the Company under the Act relating to
circulation of Members resolutions and statement.

104. A certificate in writing, signed by the Secretary or by a Director or some officer appointed by
the Directors for the purpose, to the effect that according to the best of his belief the notice
convening the meeting have been duly given, shall be conclusive evidence thereof.

105. No Annual General Meeting or Extraordinary General Meeting shall be competent to enter upon,
discuss or transact any business, a statement of which has not been specified in the notice
convening such meeting, except as provided in the Act.

PROCEEDING AT GENERAL MEETINGS

106. Save as otherwise provided herein, the quorum for the general meetings shall be as provided in
Section 103 of the Act.

107. If within half an hour after the time appointed for the holding of a General Meeting, valid quorum
is not present, the meeting, if convened on the requisition of shareholders shall be dissolved and
in every other case shall stand adjourned to the same day in the next week or if the day is a public
holiday until the next succeeding day which is not a public holiday at the same time and place
or to such other day, time and place as the Directors may by notice to the shareholders appoint.
If at such adjourned meeting, a valid quorum is not present within half an hour, those Members
present shall be a quorum and may transact the business for which the meeting was called.

108. No business shall be transacted at any adjourned meeting other than the business which might
have been transacted at the meeting from which the adjournment took place.

109. The Chairman of the Board of Directors shall be entitled to take the Chair at every General
Meeting if there be no Chairman, or if at any meeting he shall not be present within 15 minutes

527
 after the time appointed for holding such meeting or is unwilling to act, the vice-chairman, or in
the case of his absence or refusal, the Directors present may choose a chairman, and in default
of their doing so the Members present shall choose one of the Directors to be the chairman, and if
no Director present be willing to take the Chair, the Members personally present shall choose one
of the Member to be the chairman.

110. (1) No business shall be discussed at any General meeting, except the election of Chairman
whilst the Chair is vacant.
(2) If a poll is demanded on the election of the Chairman, it shall be taken forthwith in
accordance with the provisions of the Act and these Articles, and the Chairman so elected
on a show of hands shall continue to be the Chairman of the meeting and exercise all the
powers of the Chairman under the Act and these Articles, until some other person is elected
as Chairman as a result of the poll and such other person shall be the Chairman for the rest
of the meeting.

111. The Chairman with the consent of any meeting at which a quorum is present, can adjourn any
meeting from time to time and from place to place in the city or town or village where the
registered office of the Company is situated.

112. At any General Meeting a resolution put to the vote at the meeting shall, unless a poll is (before
or on the declaration of the result on a show of hands) demanded, be decided on a show of hands
and unless a poll is so demanded, a declaration by the Chairman that a resolution has been carried,
either unanimously or by a particular majority, and an entry to that effect in the books containing
the minutes of the proceedings of the Company, shall be conclusive evidence of the fact, without
proof of the number or proportion of the votes cast in favour of or against such resolution.

113. Before or on declaration of the result of the voting on a show of hands, the Chairman may on his
own motion, order a poll to be taken. Poll shall also be ordered by Chairman if it is demanded by
one or more Members present at the meeting in person or by proxy and holding shares or being
entitled to votes at least to the extent stipulated under the provisions of the Act. The demand for
a poll may be withdrawn at any time by the person or persons who made the demand.

114. A poll demanded on any question (other than the election of the Chairman or on question of
adjournment, which shall be taken forthwith) shall be taken at such place in the city/town or
village in which the Registered Office of the Company is situate and at such time not being later
than forty eight hours from the time when the demand was made as the Chairman may direct.
Subject to the provisions of the Act, the Chairman of the meeting shall have power to regulate
the manner in which a poll shall be taken, including the power to take the poll by open voting or
by secret ballot and either at once or after the interval or adjournment or otherwise and the result
of the poll shall be deemed to be the decision of the meeting on the resolution, on which the poll
was taken.

115. Where a poll is to be taken, the Chairman of the meeting shall appoint such number of persons,
as he deems necessary, to scrutinize the poll process and votes given on the poll and to report
thereon to him in the manner as may be prescribed under the Act. The Chairman of the meeting
shall have power to regulate the manner in which the poll shall be taken.

116. The demand for a poll shall not prevent the continuance of a meeting for transaction of any
business other than the question on which the poll has been demanded.

117. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the
meeting at which the show of hands has taken place or at which the poll is demanded, shall be
entitled to second or casting vote in addition to the vote or votes to which he may be entitled as a
Member.

118. At every Annual General Meeting of the Company there shall be laid on the tables the Director’s
Report and audited statement of accounts, auditors report (if not already incorporated in the
statement of accounts), the Proxy Register with proxies and the Register of Directors and
Managing Director's or Manager's shareholding maintained under the Act. The auditor’s report
shall be read before the Company in its General Meeting and shall be open to inspection by any

528
 Member of the Company.

119. (1) A copy each of the following resolutions (together with a copy of the statement of material
facts annexed to the notice of the meeting in which such resolution has been passed) and
agreements shall, within a period of thirty (30) days after the passing of the resolution or
making thereof, be printed or typewritten and duly certified under the signature of an officer
of the Company and filed with the Registrar, in such manner and with such fees as
prescribed under the Act and the rules framed thereunder:

(a) special resolutions;

(b) resolutions which have been agreed to by all the Members of the Company, but which,
if not so agreed to, would not have been effective for their purpose unless they had
been passed as special resolutions;
(c) any resolution of the Board of Directors of the Company or agreement executed by the
Company, relating to the appointment, re-appointment or renewal of the appointment,
or variation of the terms of appointment, of a managing director;
(d) resolutions or agreements which have been agreed to by any class of Members but
which, if not so agreed to, would not have been effective for their purpose unless they
had been passed by a specified majority or otherwise in some particular manner;
(e) all resolutions or agreements which effectively bind such class of Members though not
agreed to by all those Members;
(f) resolutions requiring the Company to be wound up voluntarily passed in pursuance of
section 59 of the Insolvency and Bankruptcy Code, 2016;
(g) resolutions passed in pursuance of sub-section (3) of Section 179 of the Act; and
(h) any other resolution or agreement as may be prescribed under the Act and the rules
framed thereunder and placed in the public domain.

120. The Company shall cause minutes of all proceedings of every General Meeting to be kept in
accordance with the provisions of the Act by making, within thirty (30) days of the conclusion
of each such meeting, entries thereof in books kept for that purpose with their pages
consecutively numbered. Each page of every such book shall be initiated or signed and the last
page of the record of proceedings of each meeting in such books shall be dated and signed by
the Chairman of the same meeting. Any such minutes kept as aforesaid shall be evidence of the
proceedings recorded therein.

121. The books containing the aforesaid minutes shall be kept at the registered office and be open
during business hours to the inspection of any Member without charge, subject to such
reasonable restrictions the Company may by these Articles or in General Meeting impose in
accordance with provisions of the Act. Any Member shall be entitled to be furnished, within
seven (7) days after he had made a request in that behalf to the Company, with a copy of the
minutes on payment of such sum as prescribed under the Act.

122. No report of the proceedings of any General Meeting of the Company shall be circulated or
advertised at the expenses of the Company unless it includes the matters required by these
Articles or such information as required by the Act to be contained in the Minutes of the
proceedings of such meeting.

123. Subject to the provisions of the Act and these Articles, votes may be given either personally or
by proxy or in the case of a body corporate also by a representative duly authorized under a
resolution.

VOTES OF MEMBERS

124. (1) Subject to any rights or restrictions for the time being attached to any class or classes of
Shares—

(a) on a show of hands, every Member present in person shall have one vote; and
(b) on a poll, the voting rights of Members shall be in proportion to his share in the Paid-
Up equity share capital of the Company.

529
 (2) A Member may exercise his vote at a meeting by electronic means in accordance with the
provisions of the Act.

(3) (a) In the case of joint holders, the vote of the senior who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.
(b) For this purpose, seniority shall be determined by the order in which the names stand
in the Register of Members.

(4) A Member of unsound mind, or in respect of whom an order has been made by any court
having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his
committee or other legal guardian, and any such committee or guardian may, on a poll, vote
by proxy.
(5) Any business other than that upon which a poll has been demanded may be proceeded with,
pending the taking of the poll.

(6) No Member shall be entitled to vote at any General Meeting unless all calls or other sums
presently payable by him in respect of his Shares in the Company have been paid.
(7) (a) No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to is given or tendered, and every vote
not disallowed at such meeting shall be valid for all purposes.
(b) Any such objection made in due time shall be referred to the Chairperson of the
meeting, whose decision shall be final and conclusive.

125. Any person entitled under the transmission clause to transfer any Share, shall not be entitled to
be present; or to vote at any meeting either personally or by proxy in respect of such Shares,
unless a least forty eight (48) hours before the time for holding the meeting or adjourned meeting
as the case may be; at which he proposes to be present and to vote, he shall have satisfied the
Directors of his right to transfer such Shares (as to which the opinion of the Directors shall be
final) or unless the Directors shall have previously admitted his right to vote in respect thereof.

126. Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint
another person (whether a Member or not) as his proxy to attend and vote instead of himself but
a proxy so appointed shall not have any right to speak at the meeting.

127. Every proxy shall be appointed by an instrument in writing signed by the appointer or his
attorney duly authorized in writing, or if the appointer is a body corporate, be under its seal or
be signed by an Officer or an attorney duly authorized by it.

128. (1) The instrument of proxy shall be deposited at the office of the Company not less than forty
eight (48) hours before the time for holding the meeting at which the person named in the
instrument proposes to vote and in default, the instrument proxy shall not be treated as valid.
(2) Every Member entitled to vote at a meeting of the Company according to the provisions of
these Articles on any resolution to be moved thereat, shall be entitled during the period
beginning twenty four hours before the time fixed for the commencement of the meeting
and ending with the conclusion of the meeting, to inspect, the proxies lodged at any time
during the business hours of the Company provided not less than three days' notice in writing
of the intention so to inspect is given to the Company.

129. An instrument appointing a proxy shall be in such form as may be prescribed by the Act from
time to time.

130. If any such instrument be confined to the object of appointing a proxy for voting at a meeting of
the Company, it shall remain permanently or fix such time as the Directors may determine, in the
custody of the Company, and if embracing other object, a copy thereof, examined with the
original shall be delivered to the Company to remain in the custody of the Company.

DIRECTORS

131. Subject to the provisions of the Act, the number of Directors shall not be less than three (3) and
unless otherwise determined by the Company in General Meeting more than fifteen (15). The

530
 Company may appoint more than fifteen (15) directors after passing a special resolution. An
individual appointed or re-appointed as chairperson of the Company may also be the managing
director and/or chief executive officer of the Company.

132. The Company may agree with any financial institution or any authority or person or State
Government that in consideration of any loan or financial assistance of any kind whatsoever,
which may be rendered by it to the Company, it shall till such time as the loan or financial
assistance is outstanding have power to nominate one or more Directors on the Board of the
Company and from time to time remove and reappoint such Directors and to fill in any vacancy
caused by the death or resignation of such Directors otherwise ceasing to hold office. Such
financial Directors shall not be required to hold any qualification shares nor shall they be liable
to retire by rotation.

133. Any trust Deed for securing Debenture, debenture stock may if so arranged, provide for the
appointment from time to time by the trustees thereof or by the holders of the Debentures or
debentures stock of some person to be a Director of the Company and may empower such
trustees or holders of Debentures or debenture stock from time to time to remove any Director so
appointed. The Director appointed under this Article is herein referred to as the “Debenture
Director” and the term Debenture Director means the Director for the time being in office under
this Article. The Debenture Director shall not be bound to hold any qualification shares and shall
not be liable to retire by rotation or, subject to the provision of the Act, be removed by the
Company. The trust deed may contain such ancillary provisions as may be arranged between the
Company and the trustees and all such provisions shall have effect notwithstanding any of the
other provisions herein contained.

134. The Board of Directors may appoint a person, not being a person holding any alternate
directorship for any other director in the Company, or holding directorship in the Company, to
act as an alternate director for a Director during his absence for a period of not less than three
(3) months from India:

No person shall be appointed as an Alternate Director for an Independent Director unless he is

qualified to be appointed as an Independent Director under the provisions of this Act:

An alternate director shall not hold office for a period longer than that permissible to the Director
in whose place he has been appointed and shall vacate the office if and when the Director in
whose place he has been appointed returns to India.

135. Subject to the provisions of the Act, any casual vacancy occurring for the office of a Director
whose period of office is liable to determine by retirement by rotation may be filled up by the
Directors at a meeting of the Board. Any person so appointed shall hold office till such time, the
original directors would have held office, if the vacancy had not occurred.

136. Subject to the provisions of the Act, the Director shall have power at any time and from time to
time to appoint a person or persons as additional Director or Directors. Provided that any person
who fails to get appointed at a General Meeting, shall not be eligible for appointment as an
additional director.

137. Such additional director shall hold office only up to the date of the next Annual General Meeting
of the Company, but shall be eligible for re-election at that meeting as a Director, provided that
the number of Directors and the Additional Director together, shall not exceed the maximum
strength fixed by the Article.

138. The Company shall appoint such number of directors as Independent Directors as may be
required under the provisions of the Act and rules thereunder, if applicable. The candidates to be
appointed as independent director shall hold such qualifications and shall comply with such
conditions as may be prescribed under the Act.

139. The Company shall appoint such number of women director(s) as may be required under the
provisions of the Act and rules thereunder.

531
140. A Director of the Company shall not be bound to hold any qualification shares.

141. Subject to the provisions of the Act and schedules there under, the remuneration payable to the
Director of the Company shall be as hereinafter provided.

(1) The fees payable to a Director for attending a meeting of the Board or a committee of the
Board or a General Meeting shall be decided by the Board of Directors from time to time
within the maximum limits of such fees that may be prescribed under relevant provisions of
the Act, or if, not so prescribed in such manner as the Directors may determine from time to
time in conformity with the provisions of law. Subject to the provisions of Section 197 and
Schedule V to the Act, the Directors shall be paid such further remuneration if any, either on
the basis of percentage of the net profits of the Company or fixed remuneration or otherwise,
as the Company in General Meeting shall from time to time determine, and such additional
remuneration and further remuneration shall be divided amongst the Directors in such
proportion and manner as the Board may from time to time determine, and in default of such
determination shall be divided amongst the Directors equally. Provided that the total
Managerial Remuneration shall not exceed the overall maximum remuneration or with the
approval of the members, as may be prescribed under the Act.
(2) The Board of Directors may in addition allow and pay to any Director who is not a bona fide
resident of the place where a meeting of the Board or Committee or a General Meeting of
the Company is held, and who shall come to that place for the purpose of attending the
meeting, such sum as the Board may consider fair compensation for his travelling, hotel,
boarding, lodging and other expenses incurred in attending or returning from meetings of
the Board of Directors, or any Committee thereof or General Meetings of the Company.
(3) Subject to the limitations provided by the Act and this Article, if any Director shall be called
upon to go or reside out of his usual place or residence on the Company’s business or
otherwise perform extra service outside the scope of his ordinary duties, the Board may
arrange for such Director such special remuneration for such service either by way of salary,
commission or the payment of stated sum of money as they shall think fit, in addition to or
in substitution of his remuneration above provided, and all the Directors shall be entitled to
be paid or reimbursed or repaid any travelling, hotel and other expenses incurred or to be
incurred in connection with the business of the Company and also to be reimbursed with all
fees for filling all documents which they may be required to file under the provisions of the
Act.

142. (1) The Board of Directors, may from time to time appoint one or more of their body to be a
Managing Director or a Whole-time Director of the Company either for a fixed term not
exceeding five (5) years for which he or they is or are to hold such office on terms and
conditions as they may deem fit and delegate such power to him as they may deem proper
and from time to time remove or dismiss him or them from office and appoint another in
his/their place.
The Board may fix the remuneration of such Managing Directors and Whole-time
Directors, whether by way of salary or commission or by conferring a right to participate
in the profits of the Company or by combination of any of the above.

143. The continuing Directors may act notwithstanding any vacancy in their body but subject to the
provisions of the Act, if the number falls below the minimum number above fixed and
notwithstanding the absence of a quorum, the Directors may act for the purposes of filling up
vacancies or for summoning a General Meeting of the Company.

144. (1) A person shall not be eligible for appointment as a Director of the Company, if —
(a) he is of unsound mind and stands so declared by a competent court;
(b) he is an undischarged insolvent;
(c) he has applied to be adjudicated as an insolvent and his application is pending;
(d) he has been convicted by a court of any offence, whether involving moral turpitude or
otherwise, and sentenced in respect thereof to imprisonment for not less than six (6)
months and a period of five (5) years has not elapsed from the date of expiry of the
sentence:

Provided that if a person has been convicted of any offence and sentenced in respect

532
 thereof to imprisonment for a period of seven (7) years or more, he shall not be eligible
to be appointed as a director in any company;

(e) an order disqualifying him for appointment as a director has been passed by a court or
Tribunal and the order is in force;

(f) he has not paid any calls in respect of any Shares of the Company held by him, whether
alone or jointly with others, and six (6) months have elapsed from the last day fixed for
the payment of the call;

(g) he has been convicted of the offence dealing with related party transactions under
Section 188 of the Act at any time during the last preceding five (5) years; or
(h) he has not complied with sub-section (3) of section 152 of the Act.
(2) No person who is or has been a Director of a company which—

(a) has not filed financial statements or annual returns for any continuous period of three
financial years; or
(b) has failed to repay the deposits accepted by it or pay interest thereon or to redeem any
debentures on the due date or pay interest due thereon or pay any dividend declared and
such failure to pay or redeem continues for one (1) year or more;

(c) shall be eligible to be re-appointed as a director of that company or appointed in other

company for a period of five years from the date on which the said company fails to do
so.

145. (1) Subject to the provisions of the Act, the office of a director shall become vacant if:
(a) he incurs any of the disqualifications specified in Section 164 of the Act;
(b) he absents himself from all the meetings of the Board of Directors held during the
preceding period of twelve (12) months with or without seeking leave of absence of the
Board;

(c) he acts in contravention of the provisions of Section 184 of the Act relating to entering
into contracts or arrangements in which he is directly or indirectly interested;
(d) he fails to disclose his interest in any contract or arrangement in which he is directly or
indirectly interested, in contravention of the provisions of Section 184 of the Act;

(e) he becomes disqualified by an order of a court or the Tribunal;

(f) he is convicted by a court of any offence, whether involving moral turpitude or
otherwise and sentenced in respect thereof to imprisonment for not less than six (6)
months:

Provided that the office shall be vacated by the Director even if he has filed an appeal against the
order of such court;

(g) he is removed in pursuance of the provisions of this Act; and

(h) he, having been appointed as a director by virtue of his holding any office or other
employment in the holding, subsidiary or associate company, ceases to hold such office
or other employment in that company.

(2) Subject to the provisions of the Act, a Director may resign his office at any time by providing
a notice in writing addressed to the Company or to the Board of Directors.

146. (1) Subject to the provisions of Section 188 of the Act, no Director shall be disqualified by his
office from contracting with the Company for any purpose and in any capacity whatsoever
including either as vendor, purchaser, agent, broker, underwriter of Shares and Debentures
of the Company or otherwise, nor shall any such contract, or any contract or arrangement
entered into by or on behalf of the Company in which any Director shall be in any way
interested be avoided, nor shall any Director so contracting or being so interested be liable
to account to the Company for any profit realised by any such contract or arrangement by
reason only of such Director holding that office, or of the fiduciary relationship thereby

533
 established, but it is hereby declared that nature of his interest must be disclosed by him as
provided hereunder.

(2) Every Director who is in any way whether directly or indirectly concerned or interested in
any contract or arrangement or proposed contract or arrangement entered into or to be
entered into by or on behalf of the Company as prescribed under section 184 of the Act shall
disclose the nature of his concern or interest at a meeting of the Board of Directors or as
provided in these Articles hereof.

(a) In the case of a proposed contract or arrangement, the disclosure required to be made
by a Director under sub-clause (2) above shall be made at the meeting of the Board at
which the question of entering into the contract or arrangement is first taken into
consideration or if the Director was not at the date of the meeting, concerned or
interested in the proposed contract or arrangement at the first, meeting of the Board
after the Director becomes so concerned or interested.
(b) In the ease of any other contract arrangement, the required disclosure shall he made at
the first meeting of the Board held alter the Director becomes concerned or interested in
the contract or arrangement.

(3) For the purpose of this Article, a general notice given to the Board of Directors by a Director
to the effect that he is a Director or Member of a specified body corporate or is a Member
of a specified firm and is to be regarded as concerned or interested in any contract or
arrangement which may after the date of the notice be entered into with that body corporate
or firm sail be deemed to be sufficient disclosure of such concern or interest in relation to
any contract or arrangement so made. Such general notice shall expire at the end of the
financial year in which it is given but may be renewed for a further period of one financial
year at a time by a fresh notice given in the last month of the financial year in which it would
have otherwise expired. The general notice as aforesaid and any renewal thereof shall be
given at a meeting of the Board of Directors or the Director concerned shall take reasonable
steps to secure that it is brought up and read at the first meeting of the Board after it is given.
(4) Nothing contained in sub-clause (2) hereof shall apply to any contract or arrangement entered
into or to be entered into between the Company and any other Company where any one of the
Directors of the Company or two or more of them together holds or hold not more than two
percent of the paid up share capital in the other Company.
(6) A Director shall not take any apart in the discussion of or vote on any contract or arrangement
entered into, or to be entered into by or on behalf of the Company, if he is in any way directly
or indirectly, concerned or interested in the contract or arrangement nor shall his presence
count for the purpose of forming a quorum at the time of any such discussion or vote, and
if he does vote, his vote shall be void.

147. (1) The Company shall keep one or more Registers in accordance with the provisions of the Act,
in which shall be entered separately, particulars of all contracts or arrangements in which
the Directors interested. The Registers shall include details of the contracts and name of
parties and such other details as may be required under the prevailing provisions of the Act.

(2) The Register aforesaid shall also specify, in relation to each Director of the Company, the
names of the firms and bodies corporate of which notice has been given by him General
Notice of interest.
(3) The Registers as aforesaid shall be kept at the registered office of the Company and they
shall be open to inspection at such office and extracts may be taken from any of them and
copies thereof may be required by any Member of the Company to the same extent in the
same manner and on payment of the same fees as in case of the Register of Members.

148. A Director of the Company may be or may become a Director of any Company promoted by the
Company, or in which it may be interested as vendor, Member or otherwise and subject to the
provisions of the Act and these Articles.

149. A Director, Managing Director, Manager or Secretary of the Company shall within fifteen (15)
days of his appointment to or relinquishment of his office as Director, Managing Director,
Manager or Secretary in any other body corporate, disclose to the Company, the particulars

534
 relating to his office in the other body corporate.

150. A Director or Manager shall give notice in writing to the Company of his holding of shares and
debentures of the Company, or its holding or its subsidiary or its associates, together with such
particulars as may be prescribed under the Act. If such notice be not given at a meeting of the
Board, the Director or Manager shall take all reasonable steps to secure that it is brought up and
read at the meeting of the Board next after it is given. The Company shall enter the aforesaid
particulars in a Register kept for their purpose in conformity with provisions of the Act.

151. No Director of the Company and no related party shall hold any office or place of profit under
the Company, or any subsidiary of the Company except as provided in and subject to the
provisions of section 188 of the Act and rules made thereunder.

152. The Company shall observe the restrictions imposed by Section 185 of the Act on the Company
with regard to grant of loan or security and guarantee to and or behalf of Directors and any other
person in whom the director is interested.

153. Subject to the provisions of Section 188 of the Act, the Company can by passing a resolution of
the Board of Directors or by way of ordinary resolution as the case may be, and subject to such
conditions as may be prescribed under the Section 188 of Act and rules there under, may enter
into any contract or arrangement with a related party with respect to:

(a) sale, purchase or supply of any goods or materials;

(b) selling or otherwise disposing of, or buying, property of any kind;
(c) leasing of property of any kind;
(d) availing or rendering of any services;
(e) appointment of any agent for purchase or sale of goods, materials, services or property;
(f) such related party's appointment to any office or place of profit in the company, its
subsidiary company or associate company; and
(g) underwriting the subscription of any securities or derivatives thereof, of the Company.

No Member of the company shall vote on such special resolution, to approve any contract or
arrangement which may be entered into by the company, if such Member is a related party.

Nothing in this Article shall apply to any transactions entered into by the company in its ordinary
course of business other than transactions which are not on an arm’s length basis.

154. Subject to the provisions of the Act and these Articles, the Company may from time to time
increase or reduce within the maximum limit permissible, the number of Directors, provided that
any increase in the number of Directors exceeding the limit in that behalf provided by the Act
shall not have any effect unless necessary approvals have been taken in accordance with the Act.

RETIREMENT AND ROTATION OF DIRECTORS

155. (a) Subject to the provisions of the Act, the period of office as Director in case of the present
Directors, so far as their total number does not exceed one-third of the total number of
Directors appointed or the total number which is permissible under the provisions of the
Act, for the non-rotation shall not be liable to determination by retirement by rotation of
Directors and their number shall not be taken into account in determining the retirement by
rotation of Directors or the number of Directors to retire. However, in case their total number
exceeds one-third of the total number of Directors appointed in the Board or the number
permissible under the provision of the Act for non-rotation of the Directors as the case may
be, the Board shall decide as to out of them whose period of office shall be liable to
determination by retirement by rotation. The Board of Directors shall take the required
decision in this respect in the meeting first held immediately after the insertion of this Article
and thereafter every time as and when the total number of Directors is increased or
decreased.
(b) The total number of permanent Directors inclusive of Directors referred to in sub clause
(a) above and the aforesaid Managing Director or Managing Directors and / or Whole-time
Director or Whole-time Directors and nominee Director appointed by the financial

535
 institution shall not exceed one-third of the total strength of the Board of Directors of the
Company or the number permissible for non-rotation of the Directors under the provisions of
the Act as the case may be. However, in case their total number and/or along with the
Directors stated in sub-clause (a) above, as the case may be, exceeds one-third of the total
number of Directors appointed in the Board or the number permissible under the provisions
of the Act for non-rotation of the Directors as the case may be, the Board shall decide as to
out of them whose period of office shall be liable to determination by retirement by rotation
from time to time as and when such situation arises.
(c) Subject to sub-clauses (a) and (b) above, the Board of Directors shall have power to decide
as to who out of the Directors should be the non-rotational Director/s.
(d) At every Annual General Meeting of the Company one-third of such of the Directors for the
time being as are liable to retire by rotation shall retire from office.
(e) Not less than two-third of the total number of Directors of the Company shall be persons
whose period of office is liable to determination by retirement of Directors by rotation and
save as otherwise expressly provided in the Act and these Articles, be appointed by the
Company in General Meeting.
(f) The remaining Directors shall be appointed in accordance with the provisions of these
Articles.
(h) The expression “Retiring Director” means a Director retiring by rotation.

156. Subject to the provisions of the Act and these Articles, the Directors to retire by rotation under
the foregoing Article at every Annual General Meeting shall be those who have been longest in
office since their last appointment, but as between person who become Directors on the same
day, those who are to retire shall in default of and subject to any agreement among themselves,
be determined by lot. Subject to the provisions of the Act, a retiring Director shall remain in
office until the conclusion of the meeting at which his reappointment is decided or his successor
is appointed.

157. Subject to the provisions of the Act and these Articles, a retiring Director shall be eligible for re-
appointment.

158. The Company at the Annual General Meeting at which a Director retires in the manner aforesaid
may fill up the vacated office by electing the Retiring Director or some other person thereto.
159.
(1) Subject to the provisions of the Act and these Articles any person who is not a Retiring
Director shall be eligible for appointment to the office of the Director at any General
Meeting if he or some Member intending to propose him has, at least fourteen (14) clear
days before such meeting, left at the registered office of the Company, a notice in writing
under his hand signifying his candidature for the office of Director or the intention of such
Member to propose him as a candidate for that office as the case may be, along with a deposit
of such sum as may, from time to time, be prescribed by the law as security deposit, which
shall be refundable only if the candidate in respect of whom the deposit is made has duly
been elected as Directors.
(2) Every person (other than a Director retiring by rotation or otherwise or a person who has
left at the office of the Company a notice under Sub-Clause (1) of this Article signifying
candidature for the office of a Director) proposed as a candidate for the office of a Director
shall sign and file with the Company, his consent in writing to act as a Director if appointed.
(3) On receipt of the notice referred to in this Article the Company shall inform its Members of
the Candidature of that person for the office of a Director or of the intention of a Member
to propose such person as a candidate for that office by serving individual notice on
Members not less than seven days before the meeting provided that it shall not be necessary
for the Company to serve individual notices upon the Members if the Company advertises
such candidature or intention not less than seven days before the meeting in at least two
newspapers circulating in the city, town or village in which the Registered Office of the
Company is situate of which one is published in the English language and the other in the
regional language.
(4) A person other than;
(a) a Director re-appointed after retirement by rotation or immediately on the expiry of his
term of office; or
(b) an additional or alternate Director, or a person filling a casual vacancy in the office of

536
 a Director, appointed as Director or re-appointed as an additional or alternate director,
immediately on the expiry of his term of office; or

a person named as Director of the Company under these Articles as first registered; shall not
act as a Director of the Company unless he has within thirty (30) days of appointment signed
and filed with the Registrar, his consent in writing to act as such Director.

160. At a General Meeting of the Company, a motion shall not be made for the appointment of two or
more persons as Directors of the Company by a single resolution, unless a resolution that it shall
be so made, has first been agreed to by such meeting without any vote being given against it. A
resolution moved in contravention of this Article shall be void whether or not objection so moved
is passed no provision for the automatic reappointment of retiring Directors by virtue of these
Articles or the Act in default of another appointment shall apply.

(1) The Company may, subject to the provisions of the Act and these Articles remove any
Director before the expiry of his period of office.
(2) Special notice shall be given, of any resolution to remove a Director under this Article or to
appoint some other person in place of a Director so removed at the meeting at which he is
removed.
(3) On receipt of notice of any such resolution to remove a Director under this Article, the
Company shall forthwith send a copy thereof to the Director concerned and the Director
(whether or not he is a Member of the Company) shall be entitled to be heard on the
resolution at the meeting.
(4) Where notice is given of a resolution to remove a Director under this Article and the Director
concerned makes with respect thereto, representation in writing to the Company (not
exceeding a reasonable length) and requests its notification to the Members of the Company,
the Company shall unless the representation is received by it too late for it to do so; (a) in
the notice of the resolution given to the Members of the Company state the fact of the
representation having being made; and (b) send a copy of the representation to every Member
of the Company and if a copy of the representation is not sent as aforesaid because it has been
received too late or because of the Company’s default, the Director may (without prejudice to
his right to be heard orally) require that the representation shall be read out at the meeting.
Provided that copies of the representation shall not be read out at the meeting if, on the
application either of the Company or of any other person who claims to be aggrieved, the
Court is satisfied that the rights conferred by this sub-clause are being abused to secure
needless publicity for defamatory matter.
(5) A vacancy created by the removal of Director under this Article may, if he had been
appointed by the Company in General Meeting or by the Board be filled by the appointment
of another Director in his place by the meeting at which he is removed provided special
notice of the intended appointment has been given under sub-clause (2) of this Article 159.
A Director so appointed shall hold office until the date up to which his predecessor would
have held office if he had not been removed as aforesaid.
(6) If the vacancy is not filled under Sub-Clause (5) it may be filled as casual vacancy in
accordance with the provisions of the Act and all the provisions of the Act and the rules
thereunder shall apply accordingly.
(7) A Director who was removed from office under this Article shall not be reappointed as
Director by the Board of Directors.
(8) Nothing contained in this Article shall be taken:
(a) as depriving a person removed thereunder of any compensation or damages payable to
him in respect of the termination of his appointment as Director or of any appointment
terminating with that as Director; or
(b) as derogating from any power of the Company to remove a Director, which may exist
apart from this Article 159.

MEETING OF DIRECTORS

161. The Directors may meet together as a Board from time to time and shall hold a minimum number
of four (4) meetings of its Board of Directors every year in such a manner that not more than one
hundred and twenty days shall intervene between two consecutive meetings of the Board.

537
162. Notwithstanding anything contrary contained in the Articles of Association of the Company
may, in pursuance of and subject to compliance of provisions of applicable rules, regulations,
circulars, guidelines, notifications etc. as may be specified by the MCA, SEBI or of any competent
authority and the provisions, if any, which may be laid down in this regard by any amendment
in or re-enactment of the Act, or by the rules, regulations made thereunder, from time to time,
allow the Member(s) of the Company to participate in the General Meeting(s) of the Members
through any type of electronic mode like video conferencing etc. and the Members so
participating shall be deemed to be present in such General Meeting (s) for the purpose of the
quorum, voting, recording and all other relevant provisions in this regard.

For conducting the aforesaid meetings, the Company shall follow the procedure specified under
the applicable laws for the time being in force and the rules, regulations, circulars, notifications,
guidelines etc. issued / to be issued from time by MCA, SEBI or any other competent
authority(ies) in this regard.

163. A Director or the Managing Director may at any time and the Secretary upon the request of a
Director shall convene a meeting of the Directors. Notice of not less than seven (7) days shall be
issued in respect of every meeting of the Board in writing to every Director for the time being in
India and at his usual address to the Company and to every other Director as may be required under
relevant provisions of the Act. Provided that a meeting of the Board may be called at shorter
notice to transact urgent business subject to the condition that at least one independent director,
if any, shall be present at such meeting of the Board.

164. Subject to the provisions of the Act, the quorum for a meeting of the Board of Directors shall be
one third of the total strength of the Board of Directors (excluding Directors, if any, whose places
may be vacant at the time, and any fraction contained that one-third being rounded off as one) or
two Directors, present in person or attending through any type of electronic mode like video
conferencing, whichever is higher, provided that where at any time the number of interested
Directors exceeds, that is to say, the number of Directors, who are not interested and are present
at the meeting, not being less than two, shall be quorum during such meeting. A meeting of the
Directors for the time being at which quorum is present shall be competent to exercise all or any
of the authorities powers and discretion by or under the Act or the Articles of the Company, for
the time being vested in or exercisable by the Board of Directors generally.

165. If a meeting of the Board of Directors cannot be held for want of quorum, then the meeting shall
stand adjourned until such date and at such time and place as the Chairman may appoint and in
default of such appointment to the same day in the next week at the same time and place or if that
day is a public holiday till the next succeeding day which is not a public holiday, at the same
time and place or to such day, time and place as the Directors present may determine.

166. The Board shall elect one of its Members to be the Chairman of the Board and also elect one of
its Members to be Vice-Chairman of the Board and the Board shall determine the period for
which each of them is to hold such office.

167. All meetings of the Directors shall be presided over by the Chairman, if present, but if at any
meeting of the Directors the Chairman be not present at the time appointed for holding the same,
then in that case, the Vice-Chairman if present, shall be the Chairman of such meeting, and if
the Vice-Chairman be not present, then in that case, the Directors shall choose one of their
Member then present to preside at the meeting.

168. Questions arising at any meeting of the Board shall be decided by a majority of votes, and in case
of an equality of votes, the Chairman of the meeting, whether the Chairman appointed by virtue
of these Articles or the Director presiding at such meeting shall have second or casting vote.

169. Subject to the provisions of the Act and these Articles the Directors may delegate any of their
powers to a committee consisting of such Member or Members of their body, as they think fit
and they may from time to time revoke and discharge any such committee either wholly or in
part and either as to person or purposes, but every committee so formed shall, in the exercise of
the powers so delegated to it confirm to any regulations that may from time to time be imposed
on it by the Directors. All acts done by any such committee in conformity with such regulations

538
 and in fulfillment of the purpose of their appointment but not otherwise shall have the like force
and effect as it done by the Board. Subject to the provisions of the Act the Board may from time
to time fix the remuneration to be paid to any Member or Members of their body constituting a
committee appointed by the Board in terms of these Articles and may pay the same.

The Company shall constitute the following Committees as and when required under provisions
of the Act and the SEBI Listing Regulations:

a) Corporate Social Responsibility Committee as may be required under Section 135 of the
Act.
b) Audit Committee as required under Section 177 of the Act and Regulation 18 of the SEBI
Listing Regulations.
c) Nomination and Remuneration Committee as required under Section 178 of the Act and
Regulation 19 of the SEBI Listing Regulations.
d) Risk Management Committee as required under Regulation 21 of the SEBI Listing
Regulations.
e) Stakeholders’ Relationship Committee as required under Section 178 of the Act and
Regulation 20 of SEBI Listing Regulations.

The composition and duties of the aforesaid committees shall be as may be prescribed under the
Act and rules made there under.

170. The meetings and proceedings of any such committee consisting of two or more Directors shall
be governed by the provisions herein contained in respect of the meetings and proceedings of
the Directors, so far as the same are applicable thereto and are not superseded by any regulations
made by the Directors under the last preceding Articles.

171. (1) Subject to the provisions of Section 174 of the Act, a resolution passed by circular without
a meeting of the Board or a committee of the Board appointed under these Articles, shall
subject to the provisions of sub clause (2) hereof, and the Act, be as valid and effectual as
resolution duly passed at meeting of the Board or of a committee duly called and hold.
(2) A resolution shall be deemed to have been duly passed by the Board or by a committee
thereof by circulation, if the resolution has been circulated in draft together with the
necessary papers, if any, to all the Directors or to all the Members of the Committee then in
India (not being less in number than the quorum requisite for a meeting of the Board of the
Committee as the case may be) and to all other Directors or Members of the Committee at
their usual address in India by hand delivery, post, courier or prescribed electronic mode and
has been approved by majority of the Directors or Members of the Committee as are entitled
to vote on the Resolution.
(3) Subject to the provisions of the Act, statement signed by the Managing Director or other
person authorized in that behalf by the Directors certifying the absence from India of any
Directors shall for the purposes of this Article be conclusive evidence of the facts stated
therein.

172. Subject to the provisions of the Act and these Articles, all acts done by any meeting of the
Directors or by a Committee of Directors or by any person acting as a Director shall,
notwithstanding that it shall afterwards be discovered that there was some defect in the
appointment of such Director or person acting as aforesaid or that they or any of them were or
was disqualified, or had vacated office or that the appointment of any of them had been
terminated by virtue of any provisions contained in the Act or in these Articles, may be as valid
as if every such person had been duly appointed and was qualified to be a Director, provided that
nothing in this Article shall be deemed to give validity to acts done by the Directors after their
appointment had been shown to the Company to be invalid or to have terminated.

173. The Company shall cause minutes of the meeting of the Board of Directors and of Committees
of the Board to be duly entered in a book or books provided for the purpose in accordance with
the relevant provisions of Section 118 of the Act. The minutes shall contain a fair and correct
summary of the proceedings of the meeting including the following:

(i) The names of the Directors present at the meeting of the Board of Directors or any

539
 Committee thereof;
(ii) All orders made by the Board of Directors;
(iii) All resolutions and proceedings of meetings of the Board of Directors and Committees
thereof;
(iv) In the case of each resolution passed at a meeting of the Board of Directors or Committee
thereof the names of Directors if any, dissenting from or not concurring in the resolution
.
174. All such minutes shall be signed by the Chairman of the Concerned meeting or by the person
who shall preside as Chairman at the next succeeding meeting and all the minutes purported to
be so signed shall for all actual purposes whatsoever be prima facie evidence of the actual passing
of the resolution recorded and the actual and regular transaction or occurrence of the proceedings
so recorded and of the regularity of the meetings at which the same shall appear to have taken
place.

175. (1) Subject to the provisions of the Act and these Articles the Board of Directors of the
Company shall be entitled to exercise all such powers and to do all such acts and things as
the Company is authorized to exercise, and do. Provided that the Board shall not exercise
any power or do any act or thing which is directed or required whether by the Act or any
other Act or by the Memorandum or these Articles or otherwise to be exercised or done by
the Company in General Meeting. Provided further that in exercising any such act or tiling
the Board shall be subject to the provisions contained in that behalf in the Act or in the
Memorandum or in these Articles of in any regulations not inconsistent therewith duly made
thereunder including regulations made by the Company in General Meeting.
(2) No regulation made by the Company in General Meeting shall invalidate any prior act of
the Board which would have been valid if that regulation had not been made.

176. (1) Subject to the provisions of Section 180 of the Act, the Board of Directors shall not exercise
the following powers except with the consent of the Company accorded by a special
resolution, namely—
(a) to sell, lease or otherwise dispose of the whole or substantially the whole of the
undertaking of the company or where the Company owns more than one undertaking, of
the whole or substantially the whole of any of such undertakings.
Explanation.—For the purposes of this Article 175(1) —

(i) “undertaking” shall mean an undertaking in which the investment of the Company
exceeds twenty per cent of its net worth as per the audited balance sheet of the
preceding financial year or an undertaking which generates twenty per cent of the
total income of the Company during the previous financial year;
(ii) the expression “substantially the whole of the undertaking” in any financial year
shall mean twenty per cent or more of the value of the undertaking as per the
audited balance sheet of the preceding financial year.

(b) to invest otherwise in trust securities the amount of compensation received by it as a

result of any merger or amalgamation;
(c) to borrow money, where the money to be borrowed, together with the money already
borrowed by the Company will exceed aggregate of its Paid-Up share capital and free
reserves, apart from temporary loans obtained from the company’s bankers in the
ordinary course of business.
Explanation.—For the purposes of this Article 175 (1) (c), the expression “temporary
loans” means loans repayable on demand or within six months from the date of the loan
such as short-term, cash credit arrangements, the discounting of bills and the issue of
other short-term loans of a seasonal character, but does not include loans raised for the
purpose of financial expenditure of a capital nature.
(d) to remit, or give time for the repayment of, any debt due from a Director.

(2) Every special resolution passed by the Company in the General Meeting in relation to the
exercise of the powers referred to in Article 175 (1) (c) shall specify the total amount up to
which monies may be borrowed by the Board of Directors.

177. (1) Without derogating from the powers vested in the Board of Directors under these Articles,

540
 the Board shall exercise the following powers on behalf of the Company and it shall do so
only by means of resolutions passed at meetings of the Board namely—

(a) to make calls on Shareholders in respect of money unpaid on their Shares;

(b) to authorize buy-back of Securities under Section 68 of the Act;
(c) to issue Securities, including Debentures, whether in or outside India;
(d) to borrow monies;
(e) to invest the funds of the Company;
(f) to grant loans or give guarantee or provide security in respect of loans;
(g) to approve financial statement and the Board’s report;
(h) to diversify the business of the Company;
(i) to approve amalgamation, merger or reconstruction;
(j) to take over a company or acquire a controlling or substantial stake in another company;
(k) any other matter which may be prescribed;

provided that the Board may, by a resolution at a meeting delegate to any committee of
Directors or the Managing Director or any other principal office of the Company or to a
principal officer of any of its branch offices, the powers specified in sub clause (d) to (f) of
this Article 176 (1) to the extent specified below, on such conditions as the Board may
prescribe.

(2) Every resolution delegating the power referred to in, Article 176 (1) (d) shall specify the
total amount up to which loans may be borrowed from time to time by the delegate, provided
however, that where the Company has an arrangement with its bankers for the borrowing of
moneys by way of overdraft, cash credit, or other accounts, the day to day operation on
overdraft cash credit or other account, by means of which the arrangement as made is
actually availed of shall not require the sanction of the Board.
(3) Every resolution delegating the power referred to in Article 176 (1) (e) shall specify the total
amount up to which the funds may be invested and the nature of the investments which may
be made by the delegate.
(4) Every Resolution delegating the power referred to in Article 176 (1)(f) above, shall specify
the total amount outstanding at any time made by the delegate, the purpose for which the
loans may be made and the maximum amount of loans which may be made.
(5) Nothing contained in this Article shall be deemed to affect the right of the Company to, in
a General Meeting, impose restrictions and conditions on the exercise by the Board of any
of the powers referred above.

178. Without prejudice to the powers conferred by Articles and so as not in any way to limit or restrict
these powers and without prejudice to the other powers conferred by these Articles and subject
to the approval of the Members where ever required, it is hereby declared that the Directors shall
have following powers that is to say power:

(1) To pay all costs, charges and expenses preliminary and incidental to the promotion
establishment and registration of the Company.
(2) To pay and charge to the capital of the Company any commission or interest lawfully
payable thereabout under the relevant provisions of the Act and Articles.
(3) Subject to the provisions of the Act and these Articles to purchase or otherwise acquire for
the Company any property, rights or privileges which the Company is authorized to
acquire, at or for such price or consideration and generally on such terms and conditions as
they may think fit, and in any such purchase or other acquisition to accept such title as the
Directors may believe or may be advised to be reasonably satisfactory.
(4) At their discretion and subject to the provision of the Act to pay for any property or rights
required, by or services rendered to the Company, either wholly or partly in cash, or in
Shares, bonds, Debentures, debenture-stock, mortgage or other Securities of the Company,
and any such Shares may be issued either as fully paid up or with such amount credited as
paid up thereon as may be agreed upon, and any such bonds, Debentures, debenture stock,
mortgage or other Securities may be either specifically charged upon all or any part of the
property of the Company and its uncalled or not so charged.
(5) To insure and keep insured against loss or damage by fire or otherwise for such period and
to such extent as they may think proper all or any part of the buildings, machinery, goods,

541
 stores, produce and other moveable property of the Company either separately or jointly;
also to insure all or any portion of the goods, produce machinery and other articles
imported or exported by the Company and to sell assign, surrender or discontinue any
policies of effected in pursuance of this power.
(6) To open accounts with any bank or bankers or with any company or firm and to pay money
into and draw money from any such amount from time to time as the Directors may think
fit.
(7) To secure the fulfillment of any contracts or engagements entered into by the Company by
mortgage or charge of all or any of the Property of the Company and its unpaid capital for
the time being or in such other manner as they think fit subject to the necessary approvals.
(8) To attach to any shares to be issued as the consideration or part of the consideration for
any contract with or property acquired by the Company or in payment for services rendered
to the Company, such conditions as to the transfer thereof as they think fit.
(9) To accept from any Member, on such terms and conditions as may be agreed, a surrender
of his shares or stock or any part thereof, so far as may be permissible by any law for the
time being in force.
(10) To appoint any person or persons (whether incorporated or not) to accept and hold in trust
for the Company any property belonging to the Company or in which it is interested or for
any other purposes, and to execute and do all such deeds and things as may be requisite in
relation to any such trust and to provide for the remuneration of such trustee or trustees.
(11) To institute, conduct, defend, compound or abandon any legal proceedings by or against
the Company or its officers, or otherwise, concerning the affairs of the Company and also
to compound and allow time for payment or satisfaction of any debt due, or of any claims
or demands by or against the Company.
(12) To refer any claims or demand by or against the Company or any dispute or difference to
arbitration and observe, perform and execute and awards made thereon.
(13) (13) To act on behalf of the Company in all matters relating to bankrupts and insolvents.
(14) To make and give receipts, release and other discharges for moneys payable to the
Company and for the claims and demand of the Company.
(15) To determine from time to time who shall be entitled to sign on the Company’s behalf
bills, notes, receipts, acceptances, endorsements, cheques, dividend, warrants, releases,
contracts and documents and to give the necessary authority for such purposes.
(16) Subject to the provisions of the Act and these Articles to invest and deal with any moneys
of the Company not immediately required for the purposes thereof upon such securities
and other investments (not being shares of the Company) or without security and in such
manner as they may think fit and from time to time to vary or realize such investments
provided that all investments shall be made and held by the Company in its own name, and
within the limits permitted by the Members and under the Act.
(17) To execute in the name and on behalf of the Company, in favour of any Director or other
person who may incur or be about to incur any personal liability whether as principal or as
surety for the benefit of the Company, such mortgages of the Company’s property (present
and future) as they think fit, and any such mortgages may contain a power of sale and such
(18) other powers, covenants, provisions and agreements as shall be agreed.
(19) To distribute by way of bonus, amongst the staff of the Company, a part of the profits of
the Company and to give to any officer or other persons employed by the Company, a
commission on the profits of any particular business or transactions and to charge such
bonus or commission as part of the working expenses of the Company.
(20) Subject to the provisions of the Act, to give to any officer or other person employed by the
Company, an interest in any particular business or transaction by way of a share in the
general profits of the Company, and such share of profits shall be treated as a part of the
working expenses of the Company.
(21) To provide for the welfare of employees or ex-employees of the Company and its Directors
or ex-Directors and the wives, widows, and families and the dependents of such persons,
by building or contributing to the building of houses, dwelling or quarters or by grant of
money, pensions, gratuities, allowances, bonuses, profit sharing bonuses or benefits or any
other payment or by creating and from time to time, subscribing or contributing to
provident and other funds, profit sharing or other schemes or trusts and by providing or
subscribing or contributing towards places of instruction and recreation, hospitals, and
dispensaries, medical and other attendances and other forms of assistance, welfare or relief
as the Directors shall think fit, and to subscribe or contribute or otherwise to assist to or

542
 guarantee money to charitable, benevolent, religious, scientific, national, public or any
other institutions objects or purposes or for any exhibition.
(22) Before recommending any dividend, to set aside out of the profits of the Company, such
sums as they may think proper for depreciation or to create a Depreciation Fund, Insurance
Fund, General Reserve, Reserve Fund, Sinking Fund or any special or other fund or funds
or accounts or accounts to meet contingencies, or to pay redeemable preference shares,
Debenture or debenture stock or special dividends or for equalizing dividends, or for
repairing, improving, extending and maintaining any part of the property of the Company,
and/or for such other purposes (including the purposes referred to in the last two preceding
sub-clauses) as the Directors may, in their absolute discretion think conducive to the
interests of the Company and to invest the several sums so set aside or as much thereof as
are required to be invested upon such investments (subject to the restrictions imposed by
the Act and these Articles) as the Directors may think fit from time to time to deal with
and vary any such investments and dispose of and apply and expend all or any part thereof
for the benefit of the Company, in such manner and for such purposes as the Directors
(subject to such restrictions as aforesaid) in their absolute discretion think conducive to the
interests of the Company notwithstanding that the matters to which the Directors apply or
upon which they expend the same or any part thereof may be matters to or upon which the
capital moneys of the Company might rightly be applied or expended and to divide the
Reserve, General Reserve, or the Reserve Fund into such special funds as the Directors
may think fit, and to employ the assets constituting all or any of the above funds or
accounts, including the Depreciation Fund appropriated out of the net profits in the
business of the Company or in the purchase or repayment of redeemable preference shares,
Debentures or debenture- stock and that without being bound to keep the same separately
from the other assets, and without being bound to pay or allow interests, on the same, with
power however to the Director at their discretion to apply or allow interests on the same,
with power however to the Directors at their discretion to allow to the credit of such fund,
interest at such rate as the Directors may think proper.
(23) Subject to the provisions of the Act, to appoint and at their discretion remove or suspend
managers, secretaries, officers, clerks, agents and employees for permanent, temporary or
special services as they may from time to time think fit, and to determine their powers and
duties, and fix their salaries or emoluments and require security in such instances, and also
without prejudice foregoing, from time to time, provide for the management and
transaction of the affairs of the Company in any specified locality in India or elsewhere in
such manner as they think fit and the provisions contained in following sub-clauses (24),
(25), (26) and (27) of this Article 177, shall be without prejudice to the general powers
conferred by this sub-clause (22) of Article 177.
(24) To comply with the requirements of any local law which the Company is not bound to
comply with but which in their opinion it shall be in the interests of the Company necessary
or expedient to comply with.
(25) From time to time and at any time to establish any Local Board for managing any of the
affairs of the Company in any specified locality in India or elsewhere and to appoint any
person to be members of any such Local Board, or any managers or agents and to fix their
remuneration.
(26) Subject to the provisions of the Act and the Articles, and at any time to delegate to any
such Local Board, or any member or members thereof or any managers or agents so
appointed any of the powers, authorities and discretions for the time being vested in the
Board of Directors and to authorize the members for the time being of any such Local
Board, or any of them to fill up any vacancies therein and to act not withstanding such
vacancies therein and any such appointment or delegation under sub clause (24) of this
Article 178, may be made on such terms and subject to such conditions as the Board of
Directors may think fit and the Board of Directors may at any time remove any persons so
appointed and may annul or vary any such delegation.
(27) At any time and from time to time by a power of attorney authorize any person or person
to be the attorney or attorneys of the Company, for such purpose and with such powers,
authorities and discretions (not exceeding those vested in or exercisable by the Board of
Directors under these presents and excluding the power which may be exercised only by
the Board of Directors at a meeting of the Board under the Act or the Articles of by the
Company in General Meeting) and for such period and subject to such conditions as the
Board of Directors may from time to time think fit and any such appointment may (if the

543
 Board of Directors think fit) be made in favour of the member or any of the members of
any Local Board, established as aforesaid or in favour of any Company, or the members,
directors, nominees or managers of any Company or firm or otherwise in favour of any
body of persons whether nominated directly or indirectly by the Board of Directors and
any such power of attorney may contain such powers for the protection or convenience of
persons dealing with such attorneys as the Board of Directors may think fit, and may
contain powers enabling any such delegate or attorneys as aforesaid to sub-delegate all or
any of the powers and authorities for the time being vested in them.
(28) Subject to the provisions of the Act and these Articles, to delegate the powers, authorities
and discretions vested in the Directors to any person, firm, company, or fluctuating body
of persons as aforesaid.
(29) Subject to the provisions of the Act and these Articles, for or relation to any of the matters
aforesaid or otherwise for the purposes of the Company, to enter into all such negotiations
and contracts and rescind and vary all such contracts and execute and do all such acts,
deeds and things in the name and on behalf of the Company as they may consider expedient
for or in relation to any of the matters aforesaid or otherwise for the purposes of the
Company.

KEY MANAGERIAL PERSONS

179. Subject to the provisions of Section 203 of the Act and rules made thereunder and/or these
Articles, as applicable,
(i) a chief executive officer, manager, company secretary or chief financial officer may be
appointed by the Board for such term, at such remuneration and upon such conditions as it
may think fit; and any chief executive officer, manager, company secretary or chief financial
officer so appointed may be removed by means of a resolution of the Board;
(ii) A Director may be appointed as chief executive officer, manager, company secretary or chief
financial officer.

180. Subject to the provisions of the Act and these Articles, the Managing Director or Managing
Directors or Whole-time Director or Whole-time Directors shall not while he or they continue
to hold that office, be subject to retirement by rotation but he or they shall, subject to the
provisions of any contract between him or them and the Company be subject to the same
provisions as to resignation and removal as the other Director of the Company and he or they
shall ipso facto and immediately cease to be Managing Director or Managing Directors or Whole
time Director or Whole time Directors if he or they cease to hold the office of Director from
any cause.

181. The remuneration of the Managing Director or Managing Directors or Whole-time Director or
Whole-time Directors (subject to provisions of Section 197 and Schedule V of the Act) shall be
in accordance with the terms of his or their contract with the Company.

182. Subject to the provisions of the Act and to the terms of any Resolution of the Company in
General Meeting or of any Resolution of the Board and to the term of any contract with him or
them, the Managing Director or Managing Directors shall have substantial powers of
management subject to the superintendence, control and direction of the Board of Directors.

SECRETARY

183. The Directors shall appoint a whole-time Secretary of the Company possessing the prescribed
qualification for such term, at such remuneration and upon such conditions as they may think fit
and any secretary so appointed may be removed by them. The main functions of the Secretary
shall be the responsibility for maintaining records and Registers required to be kept under the
Act and these Articles, making the necessary returns to the Registrar of Companies under the
Act and these Articles and for getting the necessary documents registered with the Registrar and
for carrying out all other administrative and ministerial acts, duties and functions which a
Secretary of a Company is normally supposed to carry out, such as giving the necessary notices
to the Members, preparing the agenda of meetings, issuing notices to Directors, preparing
minutes of meeting of Members and of Directors and of any committee of Directors and
maintaining minute books and other statutory documents, and he shall carry out and discharge

544
 such other functions and duties as the Directors or the Managing Director may from time to time
require him to do so.

REGISTERS, BOOKS AND DOCUMENTS

184. (1) Company shall maintain all Registers, books and documents as required by the Act or these
Articles including the following, namely:

(a) Register of Members;

(b) Register of Debenture Holders;
(c) Register of other Security Holders;
(d) Register of Securities/ Shares bought back;
(e) Register of Charges;
(f) Register of Directors, key managerial personnel;
(g) Register of loans, investments, guarantees and securities;
(h) Register of Investments not held by the Company in its own name;
(i) Register of contracts, arrangements in which the directors are interested;
(j) Books of Accounts;
(k) All returns and forms filed with the Registrar of Companies;
(l) Such other statutory registers as may be prescribed under the relevant and applicable
provisions of the Act, from time to time.

(2) The said Registers, books and documents shall be maintained in conformity with the
applicable provisions of the Act and these Articles and shall be kept open for inspection for
such persons as may be entitled thereto respectively under the Act and these Articles on
such days and during such business hours as may in that behalf be determined in accordance
with the provisions of the Act these Articles and extracts therefrom shall be supplied to those
persons entitled thereto in accordance with the provisions of the Act and these Articles.
(3) The Company may keep a Foreign Register of Members in accordance with the provisions
of the Act. The Directors may from time to time, make such provisions as they may think
fit in respect of the keeping of the branch Registers of Members and/or Debenture holders.

THE SEAL

185. The Board may provide a Seal for the purpose of the Company, and shall have the power from
time to time to destroy the same and substitute a new seal in lieu thereof, and the Board shall
provide for the safe custody of the Seal, if any, for the time being, and the Seal shall never be
used except by or under the authority of the Board or a committee of the Board previously
given.

186. The common Seal of the Company shall not be affixed to any instrument except by the authority of
a resolution of the Board or a Committee of the Board authorized by it in that behalf, and except
in the presence of at least one (1) Director and the Secretary or such other person as the Board may
appoint for the purpose and who shall sign every instrument to which the seal of the Company is
so affixed in their presence. In absence of the Director of the Company, the common Seal of the
Company shall be affixed by at least two authorised officers of the Company authorized in that
behalf and such authorised officers shall sign every instrument to which the seal of the Company
is so affixed in their presence.

DIVIDENDS

187. The company in general meeting may declare dividends to be paid to Members according to their
respective rights, but no dividend shall exceed the amount recommended by the Board.

188. Subject to the provisions of Section 123 of the Act, the Board may from time to time pay to the
Members, such interim dividends during the financial year out of the surplus in the profit and
loss account and out of profits of the financial year in which such interim dividend is sought to
be declared by the Company.

189. (i) The Board may, before recommending any dividend, set aside out of the profits of the

545
 Company, such sums as it thinks fit as a reserve or reserves which shall, at the discretion of
the Board, be applicable for any purpose to which the profits of the Company may be
properly applied, including provision for meeting contingencies or for equalizing dividends;
and pending such application, may, at the like discretion, either be employed in the business
of the company or be invested in such investments (other than shares of the company) as
the Board may, from time to time, thinks fit.

(ii) The Board may also carry forward any profits which it may consider necessary not to divide,
without setting them aside as a reserve.
190. (i) Subject to the rights of persons, if any, entitled to Shares with special rights as to dividends,
all dividends shall be declared and paid according to the amounts paid or credited as paid
on the Shares in respect whereof the dividend is paid, but if and so long as nothing is paid
upon any of the Shares in the Company, dividends may be declared and paid according to
the amounts of the Shares.
(ii) No amount paid or credited as paid on a Share in advance of calls shall be treated for the
purposes of this Article as paid on the Share.
(iii)All dividends shall be apportioned and paid proportionately to the amounts paid or credited
as paid on the shares during any portion or portions of the period in respect of which the
dividend is paid; but if any share is issued on terms providing that it shall rank for dividend
as from a particular date such share shall rank for dividend accordingly.

191. The Board may deduct from any dividend payable to any Member, all sums of money, if any,
presently payable by him to the Company on account of calls or otherwise in relation to the
Shares of the Company.

192. (i) Any dividend, interest or other monies payable in cash in respect of Shares maybe paid by
cheque or warrant sent through the post directed to the registered address of the holder or, in
the case of joint holders, to the registered address of that one of the joint holders who is first
named on the register of Members, or to such person and to such address as the holder or joint
holders may in writing direct.
(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is
sent.

193. Any one of two or more joint holders of a Share may give effective receipts for any dividends,
bonuses or other monies payable in respect of such Share.

194. Notice of any dividend that may have been declared shall be given to the persons entitled to
share therein in the manner mentioned in the Act. No dividend shall bear interest against the
Company.

195. The Company shall comply with the provisions of the Act in respect of any dividend remaining
unpaid or unclaimed with the Company. If the Company has declared a dividend but which has
not been paid or the dividend warrant in respect thereof has not been posted or sent within 30
(thirty) days from the date of declaration, the Company shall, within 7 (seven) days from the date
of expiry of the said period of 30 (thirty) days, transfer the total amount of dividend, which
remained so unpaid or unclaimed to a special account to be opened by the Company in that behalf
in any scheduled bank to be called “Unpaid Dividend Account”.

Any money so transferred to the unpaid dividend account of the Company which remains unpaid
or unclaimed for a period of 7 (seven) years from the date of such transfer, shall be transferred
by the Company to the Fund established under sub-section (1) of Section 125 of the Act, viz.
“Investor Education and Protection Fund”. Provided that, any claimant of Shares so transferred
shall be entitled to claim the transfer of Shares from Investor Education and Protection Fund in
accordance with such procedure and on submission of such documents as may be prescribed.

Further, there shall be no forfeiture of unclaimed dividends before the claim becomes barred by
law and the Company shall comply with the provisions of Sections 124 and 125 of the Act in
respect of all unclaimed or unpaid Dividends.

RESERVES AND CAPITALISATION

546
196. The Board may, before recommending any dividend set aside out of the profits of the Company
such sums as it thinks proper as a reserve or reserves which shall at the discretion of the Board,
be applicable for any purpose to which the profits of the Company may be properly applied and
pending such application may, at the like discretion, either be employed in the business of the
Company or as may be permitted by the Act, applied for payment of dividend or be invested in
such investments and in such manner or as may be permitted by the Act and as the Board may
from time to time think fit.

197. (i) The Company in General Meeting may, upon the recommendation of the Board, resolve:

(a) that it is desirable to capitalize any part of the amount for the time being standing to the
credit of any of the Company’s reserve accounts, or to the credit of the profit and loss
account, or otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in Article
196(ii) amongst the Members who would have been entitled thereto, if distributed by
way of dividend and in the same proportions.

(ii) The sum aforesaid shall not be paid in cash but shall be applied, either in or towards—

(a) paying up any amounts for the time being unpaid on any Shares held by such Members
respectively;
(b) paying up in full, unissued Shares of the Company to be allotted and distributed,
credited as fully paid-up, to and amongst such Members in the proportions aforesaid;
(c) partly in the way specified in sub-clause (A) and partly in that
specified in sub-clause (B);
(d) A securities premium account and a capital redemption reserve account may, for the
purposes of this Article, be applied in the paying up of un-issued Shares to be issued to
Members of the Company as fully paid bonus Shares;
(e) The Board shall give effect to the resolution passed by the Company in pursuance of
this Article.

198. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—

(a) make all appropriations and applications of the undivided profits resolved to be
capitalized thereby, and all allotments and issues of fully paid Shares, if any; and
(b) generally do all acts and things required to give effect thereto.

(ii) The Board shall have power—

(a) to make such provisions, by the issue of fractional certificates or by payment in cash or
otherwise as it thinks fit, for the case of Shares becoming distributable in fractions; and
(b) to authorize any person to enter, on behalf of all the Members entitled thereto, into an
agreement with the Company providing for the allotment to them respectively, credited
as fully paid-up, of any further Shares to which they may be entitled upon such
capitalization, or as the case may require, for the payment by the Company on their
behalf, by the application thereto of their respective proportions of profits resolved to
be capitalized, of the amount or any part of the amounts remaining unpaid on their
existing shares;

(iii) Any agreement made under such authority shall be effective and binding on such Members.

ACCOUNTS

199. (1) The Company shall prepare and keep at its registered office books of account and other
relevant books and papers and financial statement for every financial year which give a true
and fair view of the state of the affairs of the Company, including that of its branch office
or offices, if any, and explain the transactions effected both at the registered office and its
branches and such books shall be kept on accrual basis and according to the double entry
system of accounting:

547
 Provided that all or any of the books of account aforesaid may be kept at such other place
in India as the Board of Directors may decide, and when the Board of Directors may decide
the Company shall, within seven days of the decision, file with the Registrar a notice in
writing giving the full address of that other place.
(2) If the Company shall have branch office, whether in or outside India, proper books of
account relating to the transactions effected at the office shall be kept at that office, and
proper summarized returns, made up to date at intervals of not more than three months,
shall be sent by the branch office of the Company to its Registered Office or other place in
India, as the Board thinks fit where the main books of the Company are kept.
(3) All the aforesaid books shall give a true and fair picture of the financial position of the
Company.

200. The Board shall from time to time determine whether and to what extent and at what times and
places and under what conditions and regulations the accounts and books of the Company or,
any of them, shall be open to the inspection of Members not being Directors and no Member
(not being Director) shall have any right of inspecting any account or books or documents of the
Company except as conferred by law or authorized by the Company in General Meeting.

201. At every Annual General Meeting the Board shall lay before the Company, financial statements
along with the reports thereto, prepared in accordance with the provisions of the Act and such
financial statements shall comply with the requirements of the Act so far as they are applicable
to the Company.

202. There shall be attached to every Financial Statements laid before the Company a Report by the
Board of Directors complying with the provision of the Act.

203. The Company shall comply with the requirements of the Act and make necessary arrangement
for of Section 136 of the Act.

204. Once, at least in every year, the books of account of the Company shall be examined by one or
more auditors in accordance with the relevant provisions contained in that behalf in the Act and
the rules thereunder.

205. The appointment qualifications, powers, rights, duties and remuneration of the auditors shall be
regulated by and in accordance with the relevant provisions of the Act.

206. Every account when audited and approved by the Members in a General Meeting, shall be
conclusive except as regards any error discovered therein within three (3) months after the
approval thereof. Whenever any such error is discovered within the aforesaid period, the account
shall forthwith be corrected and thenceforth shall be conclusive.

ANNUAL RETURNS

207. The Company shall prepare and file the requisite annual returns in accordance with the
provisions of the Act.

DOCUMENTS AND SERVICE OF DOCUMENTS

208. (1) A document (which expression for this purpose shall be deemed to include and shall include
any summons, notice, requisition, process, order, judgment or any other document in
relation to or in the winding up of the Company) may be served or sent by the Company or
to any Member either personally or by sending it by post to him at his registered address or
(if he has no registered address in India) at the address, if any within India supplied by him
to the Company or by such electronic mode as may be prescribed under the Act.
(2) Where a document is sent by post:
(a) service thereof shall be deemed to be affected by properly addressing, preparing and
posting a letter containing the notice, provided that where a Member, has intimated to
the Company in advance that documents should be sent to him under certificate of
posting or by registered post with or without acknowledgement due and has deposited
with the Company, a sum sufficient to defray the expenses of doing so, service of the

548
 document shall not be deemed to be effected, unless it is sent in the manner intimated
by the Member; and
(b) Such service shall be deemed to have been effected:
(i) in the case of a notice of a meeting, at the expiration of forty eight (48) hours after the
letter containing the notice is posted; and
(ii) in any other case, at the time at which the letter would be delivered in the ordinary
course of post.

209. If a Member has no registered address in India and has supplied to the Company an address
within India for the giving of notice to him, a document advertised in a newspaper circulating in
the neighborhood of the Registered Office of the Company shall be deemed to be duly served on
him on the day on which the advertisement appears.

210. All document may be served by the Company on the persons entitled to a share in consequence
of the death or insolvency of a Member by sending it through the post in a prepaid letter
addressed to them by name or by the title of representative of the deceased or Assignee of the
insolvent or by any like description at the address (if any) in India supplied for the purpose by
the persons claiming to be so entitled or (until such as address has been so supplied) by serving
the document in any manner been so supplied by serving the documents in any manner in which
the same might have been served if the death or insolvency has not occurred.

211. Subject to the provisions of the Act and these Articles, notices of the General Meetings shall be
given:
(1) to all Members of the Company as provided and in the manner authorized by these Articles.
(ii) to the persons entitled to a Share in consequence of the death or insolvency of a Member.
(iii) to the Auditor or Auditors for the time being of the Company, in any manner authorized by
these Articles.

212. Subject to the provisions of the Act any document required to be served or sent by the Company
on or to the Members or any of them, and not expressly provided for by these presents shall be
deemed to be duly served or sent if advertised once in one daily English and one daily vernacular
newspaper circulating in the district in which the registered office of the Company is situated.

213. Every person who by operation of a transfer, or other means whatsoever, becomes entitled to
any Share, shall be bound by every document in respect of such Share which previously to his
name and address being entitled on the Register, has been duly served on or sent to the person
from whom he derives his title to such Share.

214. Any notice to be given by the Company shall be signed by the Managing Director or Secretary
or by such Director or officer as the Directors may appoint and such signature may be written or
printed or lithographed.

215. All notices to be given on the part of the Members to the Company shall be kept at or sent by post
under certificates of posting or by registered post to the registered office of the Company.

AUTHENTICATION OF DOCUMENTS

216. Save as otherwise expressly provided in the Act or these Articles, a document or proceedings
requiring authentication by the Company may be signed by a Director the Managing Director or
an authorized officer of the Company and need not be under its Seal.

RECONSTRUCTION

217. On any sale of an undertaking of the Company, the Board or a liquidator on a winding up, may
if authorized by a special resolution, accept fully paid or partly paid-up shares, debentures or
securities of any other company, whether incorporated in India or not, either then existing or to
be formed for the purchase in whole or in part of the property of the Company, and the Board (if
the profits of the Company permit) or the liquidator (in a winding up) may distribute such Shares
or Securities or any other property of the Company amongst the Members without realization,
or vest the same in trustees for them, and any special resolution may provide for the distribution

549
 or appropriation of cash, Shares or other Securities, benefit or property otherwise than in
accordance with the strict legal rights of the Members or contributories of the Company and for
the valuation of such Securities or property at such price and in such manner as the meeting may
approve and all holders of shares shall be bond to accept and shall be bound by any valuation or
distribution so authorized, and waive all rights in relation thereto, save only in case the Company
is proposed to be or is in the course of being wound up, such statutory rights, if any, as are
incapable of being waived or excluded by these Articles.

218. If the Company shall be wound up, and the assets available for distribution among the Members
as such shall be insufficient to repay the whole of the paid up capital such assets shall be
distributed so that as nearly as may be, the losses shall be borne by the Members in proportion
to the capital paid up or which ought to have been paid up at the commencement of the winding
up on the shares held by them respectively; and if in a winding up the assets available for
distribution among the Members shall be more than sufficient to repay the whole of the capital
paid up at the commencement of the winding up, the excess shall be distributed among the
Members in proportion to the capital paid up at the commencement of the winding up or which
ought to have been paid up on the shares held by them respectively.

219. (1) If the Company shall be wound up, whether voluntarily or otherwise, the liquidators may,
with the sanction of a special resolution, but subject to the rights attached to any preference
shares capital, divide amongst the contributories, in specie or kind, any part of the assets of
the Company and may, with the like sanction of a special resolution, but subject to the rights
attached to any preference share capital, divide amongst the contributories, in specie or kind,
any part of the assets of the Company and may, with the like sanction, vest any part of the
assets of the Company in trustees upon such trusts for the benefit of the contributories if he
considers necessary, but so that no Member shall be compelled to accept any shares or other
securities whereon there is any liability. The liquidator may set such value as he deems fair
upon any property to be divided as aforesaid and may determine how such division shall be
carried out as between the Members or different classes of Members.
(2) If thought expedient any such division may, subject to the provisions of the Act, be otherwise
than in accordance with the legal right of the contributories (except where unalterably fixed
by the Memorandum of Association) and in particular any class may be given preferential or
special rights or may be excluded altogether or in part but in case any such division shall be
determined, any contributory who would be prejudiced hereby shall have right to dissent and
ancillary rights as if such determination were a special resolution passed in accordance with
the relevant provisions of the Act.
(3) In case any Shares to be divided as aforesaid involve a liability to calls or otherwise any
person entitled under such division to any of the said Shares may within ten (10) days after
the passing of the special resolution, by notice in writing, intimate to the liquidator to sell his
proportion and pay him the net proceeds and the liquidator shall, if practicable, act
accordingly.

220. A special resolution sanctioning a sale to any other Company duly passed under the relevant
provisions of the Act may, subject to the provisions of the Act, in like manner as aforesaid
determined that any Shares or other consideration receivable by the liquidator be distributed
amongst the Members otherwise than in accordance with their existing rights and any such
determination shall be binding upon all the Members subject to the rights of dissent and
consequential rights conferred by the said sanction.

SECRECY CLAUSE

221. (1) Every director, manager, auditor, trustee, Member of a committee, officer, servant, agent,
accountant or other person employed in the business of the Company, shall if so required
by the Directors, before entering upon his duties, sign a declaration pledging himself to
observe strict secrecy respecting all transaction and affairs of the Company with the
customers and the state of the accounts with individuals and in realization thereto and shall
by such declaration pledge himself not to reveal any of the matters which may come to his
knowledge in the discharge of his duties except when required so to do by the Directors or
by law or by the person to whom such matters relate and except so far as may be necessary
in order to comply with any of the provisions in these presents contained.

550
 (2) No Member shall be entitled to visit or inspect the Company’s works without the permission
of the Directors or the Managing Director or to require discovery of any information
respecting any detail of the Company’s trading or any matter which is or may be in the
nature of a trade secret, mystery of trade, or secret process, which may relate to the conduct
of the business of the Company and which in the opinion of the Director or the Managing
Director it will be inexpedient in the interest of the Members of the Company to
communicate to the public.

INDEMNITY AND RESPONSIBILITY

222. Every officer, Director and key managerial personnel of the Company shall be indemnified out
of the assets of the Company against any liability incurred by him in defending any proceedings,
whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or
in which relief is granted to him by the court or the Tribunal.

223. Subject to the provisions of the Act, no Director, Managing Director or other officer of the
Company shall be liable for the acts, omissions, neglects or defaults of any other Director or
officer or for joining in any omission or other act for conformity or for any loss or expenses
suffered by the Company through insufficiency or deficiency of title to any property acquired by
order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of
any security in or upon which any of the monies of the Company shall be invested or for any
loss or damage arising from the bankrupt, insolvency, or tortious act of any person, company or
corporation, with whom any moneys, securities or effects’ shall be entrusted or deposited or for
any loss occasioned by any error of judgment or oversight on his part or for any other loss or
damages, or misfortune whatever which shall happen in the execution of the duties of his office
or in relation thereto, unless the same happens through his own dishonesty

224. The Company shall have among its objective the promotion and growth of the national economy
through increased productivity, effective utilization of material and manpower resources and
continued application of modern scientific and managerial techniques in keeping with the
national aspirations, and the Company shall be mindful of its social and moral responsibilities to
the customers, employees, shareholders, society and the local community.

225. Whenever in the Act, it has been provided that the Company shall have any right privileges or
authority or that the Company could carry out any transaction only if the Company is authorized
by its articles, then and in that case this Article thereto authorizes and empowers the Company
to have such rights, privilege or authority and to carry such transactions as have been permitted
by the Act, without there being any specific regulation in that behalf herein provided.

At any point of time from the date of adoption of these Articles of Association, if the Articles of
Association are or become contrary to the provisions of the Act or any other applicable laws, the
provisions of such applicable laws shall prevail over the Articles of Association to such extent and
the Company shall discharge all of its obligations as prescribed under the applicable laws, from
time to time. Upon listing of the Shares on a recognized stock exchange, if the Articles
of Association are or become contrary to the provisions of the SEBI Listing Regulations, the
provisions of the SEBI Listing Regulations shall prevail over the Articles of Association to
such extent and the Company shall discharge all of its obligations as prescribed under the SEBI
Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY

226. (a) formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which
shall indicate the activities to be undertaken by the Company as specified in Schedule VII
of the Companies Act, 2013, and the rules made thereunder, each as amended, monitor
the implementation of the same from time to time, and make any revisions therein as and
when decided by the Board;
(b) review and recommend the amount of expenditure to be incurred on the activities referred
to in clause (a);
(c) monitor the Corporate Social Responsibility Policy of the Company from time to time;
(d) identifying corporate social responsibility policy partners and corporate social

551
 responsibility policy programmes;
(e) the Corporate Social Responsibility Committee shall formulate and recommend to the
Board, an annual action plan in pursuance of its corporate social responsibility policy,
which shall include the following:
i. the list of corporate social responsibility projects or programmes that are approved
to be undertaken in areas or subjects specified in Schedule VII of the Companies Act,
2013;
ii. the manner of execution of such projects or programmes as specified in the rules
notified under the Companies Act, 2013;
iii. the modalities of utilisation of funds and implementation schedules for the projects
or programmes;
iv. monitoring and reporting mechanism for the projects or programmes; and
v. details of need and impact assessment, if any, for the projects undertaken by the
Company.
Provided that the Board may alter such plan at any time during the financial year, as
per the recommendation of its Corporate Social Responsibility Committee, based on
the reasonable justification to that effect; and
any other matter as 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 and/or as may be required under applicable law, as and when amended from
time to time to time.

(3) The Board of Directors of shall—

(a) after taking into account the recommendations made by the Corporate Social
Responsibility Committee, approve the Corporate Social Responsibility Policy for
the Company and disclose contents of such Corporate Social Responsibility Policy
in its report and also place it on the Company's website, if any, in such manner as
may be prescribed under the Act; and
(b) ensure that the activities as are included in Corporate Social Responsibility Policy of
the Company are undertaken by the company.

(4) The Board shall ensure that the company spends, in every financial year, at least two
per cent (2%) of the average net profits of the company made during the three (3)
immediately preceding financial years, in pursuance of its Corporate Social
Responsibility Policy.

(5) The Company shall give preference to the local area and areas around it where it
operates, for spending the amount earmarked for Corporate Social Responsibility
activities.

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 SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and contracts which have been entered or are to be entered into by our
Company (not being contracts entered into in the ordinary course of business carried on by our Company) which
are or may be deemed material will be attached to the copy of this Red Herring Prospectus and filed with the RoC.
Copies of the contracts and documents for inspection referred to hereunder, may be inspected at our Registered
Office and our Corporate Office, from 10.00 am to 5.00 pm on all Working Days and will also be available on the
website of our Company at [Link] from the date of this
Red Herring Prospectus until the Bid/Offer Closing Date, except for such contracts and documents that will be
entered into or executed subsequent to the completion of the Bid/Offer Closing Date.

Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any
time if so required in the interest of our Company or if required by other parties, without reference to the
Shareholders, subject to compliance of the provisions contained in the Companies Act and other applicable law.

Material Contracts for the Offer

1. Offer Agreement dated April 28, 2025 amongst our Company, the Selling Shareholders and the BRLMs.

2. Registrar Agreement dated April 28, 2025 amongst our Company, the Selling Shareholders and the
Registrar to the Offer.

3. Cash Escrow and Sponsor Bank Agreement dated September 2, 2025 amongst our Company, the Selling
Shareholders, the Registrar to the Offer, the BRLMs and the Banker(s) to the Offer.

4. Share Escrow Agreement dated August 30, 2025 amongst the Selling Shareholders, our Company and
the Share Escrow Agent.

5. Syndicate Agreement dated September 2, 2025 amongst our Company, the Selling Shareholders, the
BRLMs and the Syndicate Members.

6. Underwriting Agreement dated [●], 2025 amongst our Company, the Selling Shareholders, the BRLMs
and the Syndicate Members.

7. Monitoring Agency Agreement dated September 2, 2025 between our Company and the Monitoring
Agency.

Material Documents

1. Certified copies of our Memorandum and Articles of Association of our Company, as amended until date.

2. Certificate of incorporation dated December 22, 2014, fresh certificate of incorporation dated February
13, 2025 consequent to conversion into a public limited company and another fresh certificate of
incorporation dated April 2, 2025, 2025 consequent to change of name of our Company.

3. Resolution of our Board dated March 7, 2025 authorising the Offer and other related matters.

4. Shareholders’ resolution dated March 18, 2025 in relation to the Fresh Issue and other related matters.

5. Resolution of our Board dated April 28, 2025, read with resolution dated September 2, 2025, taking on
record the approval for the Offer for Sale by each of the Selling Shareholders.

6. Resolution of our Board dated April 28, 2025 approving the Draft Red Herring Prospectus.

7. Resolution of our Board dated September 2, 2025, approving this Red Herring Prospectus for filing with
the RoC.

8. Consent letters and authorisations from each of the Selling Shareholders, as applicable, authorising their
respective participation in the Offer to the extent of its respective portion of the Offered Shares. For
further details, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 87 and 453
respectively.

553
9. Resolution of our Board and Shareholders dated January 21, 2025 and January 31, 2025, respectively,
approving the conversion of our Company into a public limited company.

10. Employment Agreement dated March 10, 2025 entered by and between Abhiraj Singh Bhal and our
Company.

11. Employment Agreement dated March 10, 2025 entered by and between Raghav Chandra and our
Company.

12. Employment Agreement dated March 10, 2025 entered by and between Varun Khaitan and our Company.

13. The examination report dated August 29, 2025 of the Statutory Auditors, on our Restated Consolidated
Financial Information.

14. The certificate dated September 2, 2025 on the ‘Statement of special tax benefits available to our
Company and its shareholders under the applicable laws in India’ from J.C. Bhalla & Co., Chartered
Accountants (FRN 001111N).

15. The certificate dated September 2, 2025 on the ‘Statement of special tax benefits available to our Material
Subsidiary and its shareholders under applicable laws’ from J.C. Bhalla & Co., Chartered Accountants
(FRN 001111N).

16. The certificate dated September 2, 2025 certifying the basis for offer price and other financial information
from J.C. Bhalla & Co., Chartered Accountants (FRN 001111N).

17. The certificate dated September 2, 2025 certifying the weighted average price and cost of acquisition of
Equity Shares by the Promoters, members of the Promoter Group, the Selling Shareholders and other
Shareholders from J.C. Bhalla & Co., Chartered Accountants (FRN 001111N).

18. The certificate dated September 2, 2025 certifying dividend policy and distribution from J.C. Bhalla &
Co., Chartered Accountants (FRN 001111N).

19. The certificate dated September 2, 2025 certifying the remuneration paid to our Directors, KMPs and
SMPs from J.C. Bhalla & Co., Chartered Accountants (FRN 001111N).

20. The certificate dated September 2, 2025 certifying the tax litigation against our Company, our
Subsidiaries, Directors and Promoters from J.C. Bhalla & Co., Chartered Accountants (FRN 001111N).

21. The certificate dated September 2, 2025 certifying the disclosures related to ESOP-2015 and ESOP-2022
and compliance with the Companies Act, 2013 from J.C. Bhalla & Co., Chartered Accountants (FRN
001111N).

22. The certificate dated September 2, 2025 certifying the outstanding dues to creditors from J.C. Bhalla &
Co., Chartered Accountants (FRN 001111N).

23. Consent letters of bankers to our Company, the BRLMs, Registrar to the Offer, legal counsel to our
Company as to Indian law, Directors, Company Secretary and Compliance Officer, Redseer, independent
chartered accountant, Public Offer Bank, Sponsor Bank, Escrow Collection Bank, and Syndicate
Members, to act in their respective capacities.

24. Consent letter dated September 2, 2025 from Price Waterhouse & Co Chartered Accountants LLP, to
include their name as required under section 26(5) of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the
Companies Act, 2013, to the extent and in their capacity as our Statutory Auditors, and in respect of their
(i) examination report dated August 29, 2025 on the Restated Consolidated Financial Information
included in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this
Red Herring Prospectus. However, the term “expert” and the consent thereof shall not be construed to
mean an “expert” or consent within the meaning as defined under the U.S. Securities Act.
25. Consent letter dated September 2, 2025 from J.C. Bhalla & Co., Chartered Accountants (FRN 001111N)
holding a valid peer review certificate from ICAI, to include their name as required under Section 26(5)
of the Companies Act, 2013 read with the SEBI ICDR Regulations in this Red Herring Prospectus, and

554
 as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of the various
certifications issued by them in their capacity as an independent chartered accountant to our Company
and such consent has not been withdrawn as on the date of this Red Herring Prospectus.

26. Consent dated September 2, 2025 from J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), to
include their name in this Red Herring Prospectus, as required under Section 26(5) of the Companies
Act, 2013 as “expert”, as defined under Section 2(38) and, in respect of their statements of special tax
benefits each dated September 2, 2025 with respect to our Material Subsidiary, Handy Home Solutions
Private Limited and its shareholders, included in this Red Herring Prospectus, and such consent has not
been withdrawn as of the date of this Red Herring Prospectus.

27. Written consent dated April 9, 2025 from the Practicing Company Secretary, DPV & Associates LLP,
Practicing Company Secretary, to include their name in this Red Herring Prospectus, as an “expert” as
defined under section 2(38) and section 26(5) of the Companies Act, 2013 to the extent and in his capacity
as an practicing company secretary.

28. Share Purchase Agreement dated June 2, 2016 entered into by and amongst Akash Pradeep Goel, Bonish
Gandhi, Manthan Shah, Harmin Shah, Aditya Gupta, Advitiya Sharma, Kae Capital Fund II, Kalysta
Capital Fund II (Mauritius), Bessemer India Capital Holdings II Ltd., Handy Home Solutions Private
Limited and our Company.

29. Restated Inter-Company Agreement for IP Licensing and Services dated October 22, 2024 entered into
between our Company and Urbanclap Technologies DMCC, with effect from April 1, 2024.

30. Restated Inter-Company Agreement for IP Licensing and Services dated October 22, 2024 entered into
between our Company and Urban Home Experts Pte. Limited, with effect from April 1, 2024.

31. Restated Inter-Company Agreement for IP Licensing and Services dated October 22, 2024 entered into
between our Company and Handy Home Solutions Private Limited, with effect from April 1, 2024.

32. Intellectual Property Licensing Agreement dated February 10, 2025 entered into between our Company
and Handy Home Solutions Private Limited, with effect from January 1, 2025.

33. Intellectual Property Licensing Agreement dated December 17, 2024 entered into between our Company
and our Joint Venture Company WAED Khadmat Al-Munzal for Marketing.

34. Business collaboration agreement dated July 2, 2025 between our Company, UT DMCC and Noon Food
LLC.

35. Business collaboration agreement dated July 8, 2025 between our Company, our Joint Venture, and
Arabian Marketplace Trading LLC.

36. License agreement dated February 1, 2023, along with addendum dated August 18, 2025, between our
Company and Urban Home Experts.

37. Valuation certificate dated August 22, 2016 prepared by M/s Sangal & Associates, Chartered
Accountants, an independent valuer.

38. SHA and Waiver Amendment Agreement dated March 17, 2025 executed among our Company,
Elevation, Accel, BVP, VY 1, VY 2, VY 3, VY 4, VY5, SCML, ABG, SCOP, Tiger, Dragoneer 1,
Dragoneer 2, Wellington, Naspers Ventures B.V. Prosus, Abhiraj Singh Bhal, Varun Khaitan, Raghav
Chandra, Prashant Malik, Late Ratan Naval Tata, Vamsi Krishna Duvvuri, Mekin Maheshwari, First Lap
LLP, RA Hospitality Holdings Co. Pte. Ltd, QED Innovation Labs LLP, Zishaan Mohammed Hayath,
Abhinav Sinha, Pooja Rana, Aditya Sharma, M/s. Partner Welfare Trust, Sameer Seth, Pawan Kishor,
Armish Sonkar, Amrita Mahale, Shashank Malhotra, Bikiran Goswami, Shailesh Dudhwewala HUF,
Gaurav Nigam, Debraj Ghosh, Ireena Vittal, Elysian Fintech Private Limited, Kalpak Chhajed, Surinder
Pal Singh, Amber Maheshwari, Purushottam Modani, Srinivasarao Kalluri and Abhinav Jain (each of
Prashant Malik, Late Ratan Naval Tata, Vamsi Krishna Duvvuri, Mekin Maheshwari, First Lap LLP, RA
Hospitality Holdings Co. Pte. Ltd, QED Innovation Labs LLP, Zishaan Mohammed Hayath, Abhinav
Sinha, Pooja Rana, Aditya Sharma, M/s. Partner Welfare Trust, Sameer Seth, Pawan Kishor, Armish
Sonkar, Amrita Mahale, Shashank Malhotra, Bikiran Goswami, Shailesh Dudhwewala HUF, Gaurav
Nigam, Debraj Ghosh, Ireena Vittal, Elysian Fintech Private Limited, Kalpak Chhajed, Surinder Pal

555
 Singh, Amber Maheshwari, Purushottam Modani, Srinivasarao Kalluri and Abhinav Jain, Think
Investment PCC, Arohi Seed SPC – Arohi Seed SP-1, Sanjiv Rangrass, Sri Harsha Majety and
Venturesail Through LLP.

39. Copies of annual reports for the preceding three Financial Years, i.e., Financial Years 2025, 2024 and
2023.

40. SEBI final observation letter bearing number SEBI/HO/CFD/RAC-DIL3/P/OW/2025/23264/1 dated

August 29, 2025

41. Resolution dated September 2, 2025 passed by our Audit Committee in relation the KPIs of our Company.

42. Certificate dated September 2, 2025 on KPIs issued by J.C. Bhalla & Co., Chartered Accountants (FRN:
001111N).

43. Industry Report titled ‘Industry Report on Home Services and Solutions’ dated August 29, 2025 issued
by Redseer, appointed by our Company pursuant to an engagement letter dated November 4, 2024 and
commissioned and paid for by our Company, exclusively in relation to the Offer.

44. Tripartite agreement dated January 28, 2025 executed by our Company, NSDL and the Registrar to the
Offer.

45. Tripartite agreement dated January 28, 2025 executed by our Company, CDSL and the Registrar to the
Offer.

46. Due diligence certificate dated April 28, 2025 addressed to SEBI from the BRLMs.

47. In-principle listing approvals, each dated July 16, 2025, issued by BSE and NSE, respectively.

556
 DECLARATION

I hereby confirm that all relevant provisions of the Companies Act, 2013 and the rules, regulations or guidelines
issued by the Government of India and the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013,
the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, each as amended or the rules, guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Abhiraj Singh Bhal
Managing Director
Date: September 2, 2025
Place: Gurugram

557
 DECLARATION

I hereby confirm that all relevant provisions of the Companies Act, 2013 and the rules, regulations or guidelines
issued by the Government of India and the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013,
the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, each as amended or the rules, guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Raghav Chandra
Executive Director
Date: September 2, 2025
Place: Gurugram

558
 DECLARATION

I hereby confirm that all relevant provisions of the Companies Act, 2013 and the rules, regulations or guidelines
issued by the Government of India and the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013,
the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, each as amended or the rules, guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Varun Khaitan
Executive Director
Date: September 2, 2025
Place: Gurugram

559
 DECLARATION

I hereby confirm that all relevant provisions of the Companies Act, 2013 and the rules, regulations or guidelines
issued by the Government of India and the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013,
the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, each as amended or the rules, guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Vamsi Krishna Duvvuri
Non-Executive Nominee Director
Date: September 2, 2025
Place: Dubai

560
 DECLARATION

I hereby confirm that all relevant provisions of the Companies Act, 2013 and the rules, regulations or guidelines
issued by the Government of India and the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013,
the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, each as amended or the rules, guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Ashish Gupta
Independent Director
Date: September 2, 2025
Place: Bangalore

561
 DECLARATION

I hereby confirm that all relevant provisions of the Companies Act, 2013 and the rules, regulations or guidelines
issued by the Government of India and the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013,
the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, each as amended or the rules, guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Ireena Vittal
Independent Director
Date: September 2, 2025
Place: Bangalore

562
 DECLARATION

I hereby confirm that all relevant provisions of the Companies Act, 2013 and the rules, regulations or guidelines
issued by the Government of India and the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013,
the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, each as amended or the rules, guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_____________________
Rajesh Gopinathan
Independent Director
Date: September 2, 2025
Place: Jaipur

563
 DECLARATION

I hereby confirm that all relevant provisions of the Companies Act, 2013 and the rules, regulations or guidelines
issued by the Government of India and the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013,
the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, each as amended or the rules, guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_____________________
Shyamal Mukherjee
Independent Director
Date: September 2, 2025
Place: New Delhi

564
 DECLARATION

I hereby confirm that all relevant provisions of the Companies Act, 2013 and the rules, regulations or guidelines
issued by the Government of India and the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013,
the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, each as amended or the rules, guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are
true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

_____________________
Abhay Krishna Mathur
Chief Financial Officer
Date: September 2, 2025
Place: Gurugram

565
 DECLARATION BY SELLING SHAREHOLDER
We, Accel India IV (Mauritius) Limited, hereby confirm that all statements, disclosures and undertakings made
or confirmed by us in this Red Herring Prospectus about or in relation to ourselves as a Selling Shareholder and
our portion of the Offered Shares, are true and correct. We assume no responsibility for any other statements,
disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by
or relating to the Company or any other Selling Shareholder(s) or any other person(s) in this Red Herring
Prospectus.
SIGNED FOR AND ON BEHALF OF ACCEL INDIA IV (MAURITIUS) LIMITED

_________________________________
Name: Aslam Koomar
Designation: Director
Date: September 2, 2025
Place: Mauritius

566
 DECLARATION BY SELLING SHAREHOLDER
We, Bessemer India Capital Holdings II Ltd., hereby confirm that all statements, disclosures and undertakings
made or confirmed by us in this Red Herring Prospectus about or in relation to ourselves as a Selling Shareholder
and our portion of the Offered Shares, are true and correct. We assume no responsibility for any other statements,
disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by
or relating to the Company or any other Selling Shareholder(s) or any other person(s) in this Red Herring
Prospectus.
SIGNED FOR AND ON BEHALF OF BESSEMER INDIA CAPITAL HOLDINGS II LTD.

_________________________________
Name: Khalil Peerbocus
Designation: Director
Date: September 2, 2025
Place: Mauritius

567
 DECLARATION BY SELLING SHAREHOLDER
We, Elevation Capital V Limited (formerly known as SAIF Partners India V Limited), hereby confirm that all
statements, disclosures and undertakings made or confirmed by us in this Red Herring Prospectus about or in
relation to ourselves as a Selling Shareholder and our portion of the Offered Shares, are true and correct. We
assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements,
disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder(s)
or any other person(s) in this Red Herring Prospectus.
SIGNED FOR AND ON BEHALF OF ELEVATION CAPITAL V LIMITED (formerly known as SAIF
Partners India V Limited)

_________________________________
Name: Jihane Muhamodsaroar
Designation: Director
Date: September 2, 2025
Place: Mauritius

568
 DECLARATION BY SELLING SHAREHOLDER
We, Internet Fund V Pte. Ltd., hereby confirm that all statements, disclosures and undertakings made or confirmed
by us in this Red Herring Prospectus about or in relation to ourselves as a Selling Shareholder and our portion of
the Offered Shares, are true and correct. We assume no responsibility for any other statements, disclosures and
undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating to
the Company or any other Selling Shareholder(s) or any other person(s) in this Red Herring Prospectus.
SIGNED FOR AND ON BEHALF OF INTERNET FUND V PTE. LTD.

_________________________________
Name: Deep Varma
Designation: Director
Date: September 2, 2025
Place: Singapore

569
 DECLARATION BY SELLING SHAREHOLDER
We, VYC11 Limited, hereby confirm that all statements, disclosures and undertakings made or confirmed by us
in this Red Herring Prospectus about or in relation to ourselves as a Selling Shareholder and our portion of the
Offered Shares, are true and correct. We assume no responsibility for any other statements, disclosures and
undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating to
the Company or any other Selling Shareholder(s) or any other person(s) in this Red Herring Prospectus.
SIGNED FOR AND ON BEHALF OF VYC11 LIMITED

_________________________________
Name: Katja Lake, Daniel Schwarz
Designation: Directors
Date: September 2, 2025
Place: Dubai

570
 ANNEXURE A – US RESALE LETTER

[On the letterhead of an investor who is a U.S. Person or a person in the United States; to be executed after resale
of the Equity Shares outside the United States which was not consummated on the BSE or the NSE; to be delivered
to the Company prior to the settlement of any sale or other transfer of Shares]

URBAN COMPANY LIMITED

[Address]

Ladies and Gentlemen:

This letter (“Resale Letter”) relates to the sale or other transfer by us of equity shares (the “Shares”) of the
Company, which is required to be in an “offshore transaction” pursuant to Regulation S (“Regulation S”) under
the Securities Act of 1933, as amended (the “U.S. Securities Act”). Terms used in this Resale Letter are used as
defined in Regulation S, except as otherwise stated herein.

We hereby represent and warrant to you as follows:

(a) We previously purchased the Shares for our own account (or for one or more beneficial owners for which
we have acted as fiduciary or agent, with complete investment discretion and with authority to bind each
such person), as both a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities
Act) and a “qualified purchaser” (as defined in Section 2(a)(51) and related rules of the Investment
Company Act of 1940, as amended, and the rules thereunder (the “U.S. Investment Company Act”).
We understand that the Shares have not been and will not be registered under the US Securities Act and
that the Company has not registered and will not register as an investment company under the U.S.
Investment Company Act).

(b) The offer and sale of the Shares by us was not made to a person in the United States or to a U.S. Person
(as defined in Regulation S).

(c) Either:

(i) at the time the buy order for the sale of the Shares by us was originated, the buyer was outside the
United States or we and any person acting on our behalf reasonably believed that the buyer was
outside the United States; or

(ii) the transfer of the Shares by us was executed in, on or through the facilities of the [●] Stock Exchange
or the [●] Stock Exchange, and neither we nor any person acting on our behalf has reason to believe
that the transaction was pre-arranged with a buyer in the United States.

(d) Neither we, nor any of our affiliates, nor any person acting on our or their behalf, has made any directed
selling efforts (as such term is defined in Regulation S) in the United States with respect to the Equity
Shares.

(e) The transfer of the Equity Shares by us was not and is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act or the U.S. Investment Company Act.

(f) None of the Company, any of its agents nor any of their respective affiliates participated in the sale of
the Equity Shares by us.

(g) We agree that the Company, its agents and their respective affiliates may rely upon the truth and accuracy
of the foregoing acknowledgments, representations and agreements.

Where there are joint transferors, each must sign this US Resale Letter. A US Resale Letter of a corporation must
be signed by an authorized officer or be completed otherwise in accordance with such corporation’s constitution
(and evidence of such authority may be required).

Yours sincerely,

(Name of Transferor)

By:

571
Title:

Date:

572