Urban Company Limited ₹1900 crore Initial Public Offering to open on September 10, 2025  

Posted By Mrunali, 5 September2025

• Price Band fixed at ₹ 98 to ₹ 103 per equity share of face value of ₹ 1 each (“Equity Share”);
• Bid /Offer will open on Wednesday, September 10, 2025 and close on Friday, September 12, 2025. The Anchor Investor Bidding Date shall be Tuesday, September 9 , 2025
• Bids can be made for a minimum of 145 Equity Shares and in multiples of 145 Equity Shares thereafter
• A discount of ₹ 9 per equity share is being offered to eligible employees bidding in the employee reservation portion

Mumbai : Urban Company Limited (the “Company”) shall open its Bid / Offer in relation to its initial public offer of Equity Shares on Wednesday, September 10, 2025.

The total offer size of Equity Shares aggregating up to ₹ 19,000 million [₹ 1900 crore] comprises of fresh issue aggregating up to ₹ 4,720 million [₹ 472 crore] and Offer for Sale aggregating up to ₹ 14,280 million [₹ 1,428 crore] by Selling Shareholders. (“The Total Offer Size”).

The Anchor Investor Bidding Date shall be Tuesday, September 9, 2025.  The Bid/Offer will open on Wednesday, September 10, 2025 for subscription and will close on Friday, September 12, 2025.

The Price Band of the Offer has been fixed at₹ 98 to ₹ 103 per Equity Share. Bids can be made for a minimum of 145 Equity Shares and in multiples of 145 Equity Shares thereafter.

A discount of ₹ 9 per equity share is being offered to eligible employees bidding in the employee reservation portion

The Company proposes to utilise net proceeds from fresh issue of Equity Shares towards (i) Expenditure for new technology development and cloud infrastructure and the amount estimated to be ₹1,900.00 million [₹190 crore], (ii) Expenditure for lease payments for its offices and the amount estimated to be ₹750.00 million [₹75 crore], (iii) Expenditure towards marketing activities and the amount estimated to be ₹900.00 million [₹90 crore] and (iv) General corporate purposes. (“Object of Offer”)

The offer for sale comprises of equity shares of face value ₹ 1 each, aggregating up to ₹3,900 million [₹390 crore] by Accel India IV (Mauritius) Limited, aggregating up to ₹1,730 million [₹173 crore] by Bessemer India Capital Holdings II Ltd., aggregating up to ₹3,460 million [₹346 crore] by Elevation Capital V Limited (formerly known as SAIF Partners India V Limited), aggregating up to ₹3,030 million [₹303 crore] by Internet Fund V Pte. Ltd. and aggregating up to ₹2,160.00 million[₹216 crore] by VYC11 Limited. (the “Investor Selling Shareholders”)

Kotak Mahindra Capital Company Limited, Morgan Stanley India Company Private Limited, Goldman Sachs (India) Securities Private Limited and JM Financial Limited are the Book Running Lead Managers to the issue. (The “BRLMs”)

This Equity Shares are being offered through the red herring prospectus of the Company dated September 2, 2025 (the “RHP”) filed with the Registrar of Companies, Delhi and Haryana at New Delhi “RoC”) and are proposed to be listed on the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”).

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 the 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 subcategories 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.

Disclaimer: Urban Company Limited is proposing, subject to, receipt of requisite approvals, market conditions and other considerations, to make an initial public offering of its Equity Shares and has filed the RHP with the RoC on September 2, 2025. The RHP is available on the website of the Company at www.urbancompany.com, SEBI at www.sebi.gov.in, as well as on the websites of the BRLMs, i.e. Kotak Mahindra Capital Company Limited, Morgan Stanley India Company Private Limited, Goldman Sachs (India) Securities Private Limited and JM Financial Limited at https://investmentbank.kotak.com, www.morganstanley.com, www.goldmansachs.com and www.jmfl.com, respectively and the websites of National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com, respectively. Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risk, please see “Risk Factors” on page 33 of the RHP. Potential investors should not rely on the DRHP. The Equity Shares offered in the Offer have not been and will not be registered under the U.S. 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. Urban Company Limited 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) in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act, and “qualified purchasers” (“QPs“) (as defined in Section 2(a)(51) 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; 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 (unless such U.S. persons are QPs, but for purposes of the definition of “U.S. Person” herein shall include also any person that is not a U.S. person solely by reason of Rule 902(k)(1)(viii)(B) or 902(k)(2)(i) under Regulation S)) 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).