CHENNAI/KOCHI, FRIDAY, SEPTEMBER 12, 2025 FOLLOW US ON TWITTER & FACEBOOK. APP AVAILABLE ON APP STORE & PLAYSTORE WWW.FINANCIALEXPRESS.COM READ TO LEAD VOL NO. XLVI 109, 40 PAGES, `12.00 P U B L I S H E D F R O M : A H M E D A B A D , B E N G A L U R U , C H A N D I G A R H , C H E N N A I , H Y D E R A B A D , K O C H I , K O L K ATA , L U C K N O W, M U M B A I , N E W D E L H I , P U N E THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA. INITIAL PUBLIC OFFERING OF EQUITY SHARES ON THE MAIN BOARD OF THE STOCK EXCHANGES IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”). URBAN COMPANY LIMITED (formerly UrbanClap Technologies India Limited) (Please scan the QR code to view the RHP) 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 of the red herring prospectus dated September 2, 2025 filed with the Registrar of Companies, Delhi & Haryana at New Delhi (“RoC”) read with addendum to the red herring prospectus dated September 4, 2025 (together, the “Red Herring Prospectus” or “RHP”). Corporate Identity Number: U74140DL2014PLC274413 Registered Office: Unit No. 8, Ground Floor, Rectangle 1, D-4 Saket District Centre, New Delhi 110 017, Delhi, India, Corporate Office: 7th and 8th 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@urbancompany.com; Website: www.urbancompany.com 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. DETAILS OF THE SELLING SHAREHOLDERS, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF ACQUISITION Name Type Weighted Average Cost of Acquisition per Equity Share held by the Selling Shareholder (in `) (on a fully diluted basis)^* Number of Offered Shares/ Amount (` in million) Accel India IV (Mauritius) Limited Investor Selling Shareholder [●] Equity Shares of face value of `1 each aggregating up to ` 3,900 million 3.77 Bessemer India Capital Holdings II Ltd. Investor Selling Shareholder [●] Equity Shares of face value of `1 each aggregating up to ` 1,730 million 7.14 Elevation Capital V Limited (formerly known as SAIF Partners India V Limited) Investor Selling Shareholder [●] Equity Shares of face value of `1 each aggregating up to ` 3,460 million 5.39 Internet Fund V Pte. Ltd. Investor Selling Shareholder [●] Equity Shares of face value of `1 each aggregating up to ` 3,030 million 74.41 VYC11 Limited Investor Selling Shareholder [●] Equity Shares of face value of `1 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 4, 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. 20.40 PRICE BAND: `98 TO `103 PER EQUITY SHARE OF FACE VALUE OF `1 EACH. THE FLOOR PRICE IS 98 TIMES OF THE FACE VALUE AND THE CAP PRICE IS 103 TIMES OF THE FACE VALUE OF THE EQUITY SHARES. BIDS CAN BE MADE FOR A MINIMUM OF 145 EQUITY SHARES AND IN MULTIPLES OF 145 EQUITY SHARES THEREAFTER. THE PRICE TO EARNINGS RATIO BASED ON DILUTED EPS FOR FISCAL 2025 AT THE UPPER END OF THE PRICE BAND IS 62.42 TIMES AND AT THE LOWER END OF THE PRICE BAND IS 59.39 TIMES AS COMPARED TO P/E RATIO OF NIFTY 50 AS OF SEPTEMBER 1, 2025 OF 21.63. A DISCOUNT OF `9 PER EQUITY SHARE IS BEING OFFERED TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION. THERE IS NO PRE-IPO PLACEMENT BEING UNDERTAKEN BY THE COMPANY. ANCHOR INVESTOR BIDDING DATE TUESDAY, SEPTEMBER 9, 2025 BID/OFFER PROGRAMME # BID/OFFER CLOSES TODAY# UPI Mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date. We are an online marketplace for home, beauty & wellness services operating in 51 cities across India, UAE and Singapore (excluding cities served by our joint venture in KSA). We enable consumers to order services which are delivered by trained & independent service professionals at the consumers’ convenience. We’ve launched the ‘Native’ brand under which we sell water purifiers and electronic door locks manufactured by third-party manufacturers. THE OFFER IS BEING MADE THROUGH THE BOOK BUILDING PROCESS IN ACCORDANCE WITH REGULATION 6(2) OF THE SEBI ICDR REGULATIONS. THE EQUITY SHARES OF THE COMPANY WILL GET LISTED ON THE MAIN BOARD OF NSE AND BSE. NSE SHALL BE THE DESIGNATED STOCK EXCHANGE. QIB Portion: Not less than 75% of the Net Offer | Non-Institutional Investor Portion: Not more than 15% of the Net Offer | Retail Portion: Not more than 10% of the Net Offer Employee Reservation Portion: Up to [●] Equity Shares of face value of ` 1 each aggregating up to `25 million IN MAKING AN INVESTMENT DECISION, POTENTIAL INVESTORS MUST ONLY RELY ON THE INFORMATION INCLUDED IN THE RED HERRING PROSPECTUS AND THE TERMS OF THE OFFER, INCLUDING THE RISKS INVOLVED AND NOT RELY ON ANY OTHER EXTERNAL SOURCES OF INFORMATION ABOUT THE OFFER AVAILABLE IN ANY MANNER. In accordance with the recommendation of Independent Directors of our Company, pursuant to the resolution dated September 2, 2025, the above provided price band is justified based on quantitative factors/ KPIs disclosed in the “Basis for the Offer Price” section of the RHP vis-a-vis the weighted average cost of acquisition (“WACA”) of primary and secondary transaction(s) as applicable, disclosed in the “Basis for the Offer Price” on page 169 of the RHP and provided below in the advertisement. RISK TO INVESTORS For details, refer to the section titled “Risk Factors” on page 33 of the RHP. 1. 2. Net losses and negative operating cash flows: We have generated negative operating cash flows in Fiscals 2024 and 2023. The following table sets forth our net losses and negative operating cash flows for the years/periods indicated: in ` million Three months ended June 30, Fiscals 2025 2024 2025 2024 2023 Restated profit/ (loss) before tax 56.35 126.21 285.53 (927.27) (3,124.42) Net cash generated from / (used in) operating activities 218.56 100.06 545.58 (855.75) (2,377.98) Performance risk: Our business depends on our ability to provide a satisfactory experience to consumers. The following table sets forth the number of complaints which were received and resolved /settled as at and for the years/ periods indicated: in million 12. 13. 14. 15. Fiscals From July 1, 2025 to August Three months ended June 30, 17, 2025 2025 2024 2025 2024 2023 Complaints received 0.19 0.39 0.33 1.06 0.90 0.35 Complaints pending 0.00 0.00 0.00 0.01 0.01 0.01 Competition risk: 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. Service professionals’ attrition risk: Our success significantly depends on our ability to maintain and increase our network of service professionals on our platform. The table below sets forth the number of average monthly active service professionals on our platform for the periods indicated. in number 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. Price/Earning (P/E) ratio based on diluted EPS for Financial Year 2025 is 59.39 and 62.42 times at the lower and upper end of the Price Band. P/E ratio of NIFTY 50 as of September 5, 2025 is 21.73. Market Capitalisation to Total Revenue from Operations for the Financial Year 2025 at lower end of the price band is 12.32 times and at upper end of the price band is 12.92 times Weighted Average Return on Net Worth for Financial Year ended 2025, 2024 and 2023 is 0.40%. Average cost of acquisition of Equity Shares for our Promoters and Selling shareholders is as follows: Particulars 3. 4. 5. As at June 30, As at March 31, 2025 2024 2025 2024 2023 Annual transacting consumers (in million) 7.02 6.04 6.78 5.75 4.93 Number of service category micro-markets 12,231 12,030 12,515 11,912 9,959 Net Transaction Value (in ` million) 10,306.06 8,591.82 32,709.14 25,639.05 20,779.49 Platform circumvention risk: Consumers and service professionals may circumvent our platform to avoid fees, despite reduced assurance in service quality, support, and accountability. Service professionals may build reputation and clientele through our platform, then transact with consumers outside of our platform. Limited operating history: We started our operations in 2014. We have a limited operating history in some business lines, including Native brand products, InstaHelp services and new home services. Our historical growth is not necessarily indicative of future performance. Brand and reputation risk: Our business relies on the strength of our brand, including ‘Urban Company’ (formerly known as ‘Urban Clap’) and ‘Native’. Negative publicity, even if inaccurate or isolated, may harm the size of our network, the engagement, loyalty of consumers, increased regulation and legislative scrutiny. Operational risks: We face operational risks from improper actions, errors, or oversights by employees, service professionals, consumers, and third parties, despite our vetting and safety measures. Any such incidents, including fraud, use of counterfeit products, or safety issues, could lead to reputational damage, regulatory scrutiny, financial losses, and adverse effects on our business and operations. Goodwill refunds given to consumers on account of such instances are as given below: in ` million 6. 7. 8. 9. 10. 11. Three months ended June 30, Fiscals Particulars 2025 2024 2025 2024 2023 Goodwill refunds granted to consumers 146.37 137.33 373.90 285.08 176.88 Service professional unrest: 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. Lease obligations risk: The table below sets forth details of our lease liabilities as of the dates indicated. in ` million Particulars Lease liabilities As of and for three months ended June 30, 2025 2024 1,192.59 1,224.40 As of and for Fiscals ended March 31, 2025 2024 2023 1,199.09 1,041.19 1,017.34 Average cost of acquisition per Equity Share held by the Promoter/ Selling Shareholder (on a fully diluted basis) (in `) Negligible^ Promoters Abhiraj Singh Bhal 97,762,500 Raghav Chandra 97,762,500 Negligible^ Varun Khaitan 97,762,500 Negligible^ Selling Shareholders Accel India IV (Mauritius) Limited 145,619,930 3.77 Bessemer India Capital Holdings II Ltd. 94,706,800 7.14 Elevation Capital V Limited (formerly known as SAIF Partners India V Limited) Three months ended June 30, Fiscals 2025 2024 2025 2024 2023 Average monthly active service professionals 54,347 50,992 47,833 46,012 42,523 Future business growth risk: Our rapid growth has placed significant demands on our operations and systems, and continued expansion may increase these pressures. Inability to manage growth effectively could harm our platform quality, reputation, and financial performance. The following table sets forth our growth: in number Particulars Number of Equity Shares of face value ` 1 each Name 158,988,090 5.39 29,417,475 74.41 Internet Fund V Pte. Ltd. 16. 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 4, 2025. ^Negligible denotes less than or equal to ` 0.01. Weighted Average Cost of Acquisition for all Equity Shares transacted in 1 year, 18 months and 3 years immediately preceding the RHP. Period No. of Equity Shares of face value of ` 1 each, acquired Weighted average cost of acquisition (in `)#@ Cap Price is ‘x’ times the weighted average cost of acquisition Range of acquisition price: lowest price – highest price (in `)* Last one year 96.79 1.06 Nil - 103.23 Last 18 months 252,385,045 93.78 1.10 Nil - 103.23 Last three years 17. 198,550,045 253,047,545 93.80 1.10 Nil - 141.60 *As certified by J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), by way of their certificate dated September 4, 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. @ 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. The 4 BRLMs associated with the issue have handled 74 public issues in the past three years out of which 18 issues closed below the issue price on listing date: Total Issues Total Issues closed below Issues IPO Price on listing date Kotak Mahindra Capital Company Limited 15 1 Morgan Stanley India Company Private Limited 1 - Name of the BRLMs Goldman Sachs (India) Securities Private Limited - - JM Financial Limited 36 11 Common Issues handled by the BRLMs 22 6 Total 74 18 Continued on next page... CHENNAI/KOCHI