Urban Company Ltd IPO

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

Promoter led company with a professional management team and an experienced board.

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.

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

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.

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

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.

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

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.

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.

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.

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

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

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.

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.

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

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

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.

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 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.

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.

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

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.

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.

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

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

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.

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 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.

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

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

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

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.

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 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.

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.

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

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.

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.

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

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.

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

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.

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

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.

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.

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

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

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.

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

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

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

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).

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.

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.

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 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.

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.

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.

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.

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.

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

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.

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

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.

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.

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.

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.

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

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.

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

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.