Meeting Details

This is a postal ballot process, not a physical meeting. The voting is conducted entirely through remote e-voting. The cut-off date for determining member eligibility to vote is Wednesday, October 14, 2026.

Proposed Resolution and Implications

The single special resolution proposes to approve the raising of capital through an issuance of Securities for an amount not exceeding ₹2,500 crore (Indian Rupees Two Thousand Five Hundred Crore only).

Key Implications:

  • The Securities may include equity shares, warrants, fully convertible debentures, convertible preference shares, or any combination thereof.
  • The issuance may be done via preferential allotment, private placement, Qualified Institutions Placement (QIP), or other permissible modes.
  • The proceeds are intended for marketing activities, research and development, lease payments for offices, technology development, cloud infrastructure, InstaHelp initiatives, funding inorganic growth through acquisitions, and general corporate purposes.
  • If undertaken as a QIP, specific SEBI ICDR Regulations will apply, including a minimum 10% allotment to mutual funds and a one-year lock-in period for allottees.
  • The new equity shares will rank pari-passu with existing shares.

Voting Process and Methods

The voting will be conducted solely through remote e-voting. The Company has appointed National Securities Depository Limited (NSDL) as the agency to provide the e-voting facility. Physical ballot forms and prepaid envelopes are not being sent.

Key Voting Timeline and Outcomes

  • Remote e-voting period: Commences on Saturday, October 17, 2026, at 09:00 AM IST and ends on Sunday, November 15, 2026, at 05:00 PM IST.
  • Result announcement: The results, along with the Scrutinizer's report, will be announced on or before Tuesday, November 17, 2026.
  • The resolution will be deemed passed on November 15, 2026, if it receives the requisite majority.
  • The results will be uploaded on the Company's website (https://investorrelations.urbancompany.com/) and NSDL's website (www.evoting.nsdl.com) and communicated to the stock exchanges.

Scrutinizer's Role

Mr. Devesh Kumar Vasisht (Membership No. FCS 8488, COP No. 13700), Managing Partner of DPV & Associates LLP, has been appointed as the Scrutinizer. Mr. Parveen Kumar (Membership No. FCS 10315, COP No. 13411) is the alternate Scrutinizer. Their role is to conduct the postal ballot process in a fair and transparent manner, scrutinize the votes, and submit a report to the Chairperson.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Sections 108 and 110 of the Companies Act, 2013.
  • Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014.
  • Regulation 44 of the SEBI LODR Regulations, 2015.
  • Various MCA circulars dated between 2020 and 2025.
  • SEBI Master Circular dated January 30, 2026.
  • Secretarial Standard on General Meetings (SS-2).
  • Foreign Exchange Management Act, 1999, and related rules.
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Financial Context from Explanatory Statement

As of September 30, 2026, the Company held cash and treasury investments of ₹1,901 crore. The business (excluding InstaHelp) generated an Adjusted EBITDA of ₹119 crore for the nine months ended September 30, 2026. The Board believes the company's scaled businesses (India Consumer Services, International, and Native) have significant growth potential requiring this capital infusion.

Additional Information

  • The notice is being sent only electronically to members whose email IDs are registered as of the cut-off date.
  • Members holding physical shares must ensure their folios are KYC compliant for any service requests.
  • Detailed instructions for remote e-voting via NSDL's platform are provided in the notice.
  • Corporate members must send authorizations for their representatives to vote via email to the Scrutinizer.