Urban Company postal ballot to seek approval to raise up to Rs 2,500 cr

• Type of action: Special resolution for raising capital through an issuance of securities
• Maximum issue size: Rs 2,500.00 cr (Indian Rupees two thousand five hundred crore only) – Item 1 of the Postal Ballot Notice
• Instrument types: Equity Shares of face value Rs 1 each and/or other securities convertible into Equity Shares (including warrants or otherwise), fully convertible debentures (with or without warrants), convertible preference shares or any security convertible into Equity Shares – "Special Business" section
• Modes of issue: Preferential allotment and/or private placement, including one or more qualified institutions placements ("QIP") – "Special Business" section
• Eligible investors: Qualified institutional buyers, foreign/resident investors, venture capital funds, alternate investment funds, foreign portfolio investors, qualified foreign investors, Indian and/or multilateral financial institutions, insurance companies, non-resident Indians, stabilizing agents, pension funds and other permitted categories – "Special Business" section
• E‑voting window: From Saturday, October 17, 2026, at 09:00 a.m. (IST) to Sunday, November 15, 2026, at 05:00 p.m. (IST) – company letter and Notes 5 & main Notice
• Cut‑off date for voting eligibility: Wednesday, October 14, 2026 – company letter and Notes 2–3
• Result announcement deadline: Not later than Tuesday, November 17, 2026 – company letter and Note 7
• Deemed date of passing (if approved): Sunday, November 15, 2026 – Note 8

According to the Notes to the Postal Ballot Notice:

• Only those whose names appear in the Register of Members or the Register of Beneficial Owners as on Wednesday, October 14, 2026 (the "Cut-off date") are entitled to vote by remote e‑voting.
• Voting rights are in proportion to the equity shares held in the paid-up equity share capital of the company as on the Cut-off date.
• Members can cast their votes only through remote e‑voting; no physical postal ballot forms are being issued.

The company has engaged National Securities Depository Limited ("NSDL") to provide the remote e‑voting platform. As detailed in Note 15 and the instructions section:

• The remote e‑voting period opens on Saturday, October 17, 2026, from 09:00 a.m. (IST) and closes on Sunday, November 15, 2026, at 05:00 p.m. (IST).
• Once a member casts a vote electronically, no change is allowed.
• The scrutinizer will unblock and scrutinise the votes after the e‑voting period ends and submit a report to the Chairperson.
• Results, along with the Scrutinizer’s Report, will be hosted on the company’s investor relations website (https://investorrelations.urbancompany.com/), on NSDL’s e‑voting website (https://www.evoting.nsdl.com/), and intimated to NSE and BSE.

In the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, the company states that as at September 30, 2026, it held cash and treasury investments aggregating Rs 1,901.00 cr, and that its business (excluding InstaHelp) generated Adjusted EBITDA of Rs 119.00 cr during the nine months ended September 30, 2026.

The Board’s stated rationale, as set out in the Explanatory Statement, is to have enabling approvals in place to raise funds and use the proceeds for some or all of the following purposes:

• Expenditure towards marketing activities
• Investment in research and development
• Expenditure for lease payments for offices
• Expenditure for technology development and cloud infrastructure
• Expenditure towards InstaHelp initiatives
• Funding inorganic growth through acquisitions or other strategic initiatives
• General corporate purposes, by the company directly and/or through investment in its subsidiaries, as permitted under applicable laws

The company attributes this move to its assessment that its three scaled businesses – India Consumer Services (ex‑InstaHelp), International and Native – can grow significantly with adequate investment and execution, while InstaHelp remains at an earlier stage but of strategic importance.

If the company chooses to raise funds via a QIP under Chapter VI of the SEBI ICDR Regulations, the Postal Ballot Notice specifies, among other conditions (Special Business and Explanatory Statement):

• The relevant date for pricing will be the date on which the Board or a duly authorised committee decides to open the QIP of Equity Shares as Eligible Securities, or, in case of convertible Eligible Securities, either that meeting date or the date on which holders become eligible to apply for Equity Shares, as determined by the Board or committee.
• The issue price shall not be less than the price determined under the QIP pricing formula in Chapter VI of the SEBI ICDR Regulations (the "QIP Floor Price"). The Board may offer a discount of not more than 5% or such other percentage as permitted under applicable law to the QIP Floor Price.
• The tenure of convertible or exchangeable Eligible Securities shall not exceed sixty months from the date of allotment.
• A minimum of 10% of the Eligible Securities shall be allotted to mutual funds, and if mutual funds do not subscribe to that portion, it may be allotted to other QIBs.

The resolution is proposed and will take effect only if approved by the requisite majority through the postal ballot process described above.