(ii) Provisions
Provisions for expenses
Provisions for expenses are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the financial year, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received, and the amount of receivable can be measured reliably.
Provision for warranty
The Company typically provides warranties for products sold under Native which covers repairs of defects that existed at the time of the sale and services for two years from the sale of goods. These assurance type warranties are accounted for under the Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets.
Warranty provisions are determined based on the current year’s percentage of warranty expense to the sale of the same types of goods for which the warranty is currently being determined. The same percentage to the sale is applied for the current accounting year to derive the warranty expense to be accrued. It is adjusted to account for unusual factors related to the goods that were sold, such as defective inventory lying at the dealers/ecommerce.
The warranty claims may not exactly match the historical warranty percentage, so such estimates are reviewed annually for any material changes in assumptions and likelihood of occurrence.
Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. Contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably.
The Company does not recognize a contingent liability but discloses its existence in the financial statements.
(iii) Inventories
Inventories are valued at lower of cost and net realizable value. Cost is determined using the first-in, first-out (FIFO) method.Net realizable value represents the estimated selling price for inventories in the ordinary course of business less all estimated costs of completion and costs necessary to make the sale.
Cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.
Obsolete and defective inventory are duly provided for basis management estimates.
(iv) Income Tax
The income tax expense or credit for the year is the tax payable on the current year’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current tax is calculated using tax rates that have been enacted or substantially enacted by the end of the financial year.
The management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate based on amounts expected to be paid to the tax authorities.
Current tax and deferred tax relating to items recognized outside the Statement of Profit and Loss are recognized outside the Statement of Profit and Loss (either in OCI or in equity). Current tax and deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.
(v) Financial instruments Financial assets
All recognized financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
Classification and measurement of financial instruments
Financial assets at Amortised Cost
Debt instruments that meet the following conditions are subsequently measured at amortised cost (except for debt instruments that are designated as at fair value through profit or loss on initial recognition):
• the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. EIR amortisation is included in other income in the Standalone Statement of Profit and Loss.
The losses arising from impairment are recognized in the Standalone Statement of Profit and Loss. This category generally applies to investment in redeemable preference shares, loans to employees, trade and other receivables.
Financial assets at fair value through profit or loss (FVTPL)
Debt instruments that do not meet the amortised cost criteria or FVTOCI criteria are measured at FVTPL. In addition, debt instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured at FVTPL.
A financial asset that meets the amortised cost criteria or debt instruments that meet the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. The Company has not designated any debt instrument as at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each financial year, with any gains or losses arising on remeasurement recognized in the Standalone Statement of Profit and Loss. The net gain or loss recognized in the Standalone Statement of Profit and Loss incorporates any dividend or interest earned on the financial asset and is included in the ‘Other income’ line item.
The Company subsequently measures all equity investments at fair value. Where the management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to the Standalone Statement of Profit and Loss following the derecognition of the investment.
Dividends from such investments are recognized in the Standalone Statement of Profit and Loss as other income when the Company’s right to receive payments is established.
Impairment of financial assets
The Company applies the Expected Credit Loss (“ECL”) model for recognizing impairment loss on financial assets measured at amortised cost, debt instruments, trade receivables, other contractual rights to receive cash or other financial asset not designated as at FVTPL.
Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the
cash flows that the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired financial assets). The Company estimates cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) through the expected life of that financial instrument.
The Company measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. 12-month expected credit losses are portion of the life-time expected credit losses and represent the lifetime cash shortfalls that will result if a default occurs within the 12 months after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months.
When making the assessment of whether there has been a significant increase in credit risk since initial recognition, the Company uses the change in the risk of a default occurring over the expected life of the financial instrument instead of the change in the amount of expected credit losses. To make that assessment, the Company compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition.
For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 115, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.
Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.
Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
Upon derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in the Standalone Statement of Profit and Loss if such gain or loss would have otherwise been recognized in the Standalone Statement of Profit and Loss upon disposal of that financial asset.
Upon derecognition of a financial asset other than in its entirety (e.g. when the Company retains an option to repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognize under continuing involvement, and the part it no longer recognizes on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognized and the sum of the consideration received for the part no longer recognized and any cumulative gain or loss allocated to it that had been recognized in other comprehensive income is recognized in the Standalone Statement of Profit and Loss if such gain or loss would have otherwise been recognized in the Standalone Statement of Profit and Loss upon disposal of that financial asset. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is no longer recognized on the basis of the relative fair values of those parts.
Financial liabilities and equity instruments
Debt and equity instruments issued by an entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued
by the Company are recognized at the proceeds received, net of direct issue costs.
Financial liabilities
All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.
Financial liabilities are classified as at FVTPL when the financial liability is held for trading or it is designated as at FVTPL.
A financial liability is classified as held for trading if:
• it has been incurred principally for the purpose of repurchasing it in the near term; or
• upon initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or
• it is a derivative that is not designated and effective as a hedging instrument.
Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognized in the Standalone Statement of Profit and Loss. The net gain or loss recognized in the Standalone Statement of Profit and Loss incorporates any interest paid on the financial liability and is included in the ‘Other income’ line item. The net gain or loss arising on embedded derivative (i.e. equity linked interest payments) measured at FVTPL is recognized as ‘Finance costs’.
Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting years. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalized as part of costs of an asset is included in the ‘Finance costs’ line item.
Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. An exchange between with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the
financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the Standalone Statement of Assets and Liabilities where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.
(vi) Earnings per share
(i) Basic earnings per share
Basic earnings per share are calculated by dividing:
• the net profit or loss for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes)
• by the weighted average number of equity shares outstanding during the year including exercisable options under employee stock option scheme.
(ii) Diluted earnings per share
Diluted earnings per share adjust the figures used in the determination of basic earnings per share into account:
• the after-income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
• the weighted average number of additional equity shares that would have been outstanding, assuming the conversion of all dilutive potential equity shares.
(vii) Foreign currency translation
a) Functional and presentation currency
The items included in the Standalone Financial Statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (that is, functional currency’). The
Standalone Financial Statements are presented in H, which is the Company’s functional and presentation currency.
b) Transactions and balances
Transactions in foreign currency are recorded applying the exchange rate at the date of transaction. Monetary assets and liabilities denominated in foreign currency, remaining unsettled at the end of the year, are translated at the closing exchange rates prevailing on the Balance Sheet date.
Exchange differences arising on settlement or translation of monetary items are recognized in the Statement of Profit and Loss.
Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non¬ monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognized in Other Comprehensive Income (OCI) or the Statement of Profit and Loss are also reclassified in OCI or the Statement of Profit and Loss, respectively).
(viii) Cash and cash equivalents
For the purpose of presentation in the Standalone Statement of Cash Flows, cash and cash equivalents includes cash on hand, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(ix) Employee benefits
a) Defined benefit plan
An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long¬ term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.
The mortality rate is based on publicly available mortality tables for the specified countries. Those mortality tables tend to change only at certain intervals in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
This cost is included in the ‘Employee benefits expense’ in the Statement of Profit and Loss. Remeasurement gains or losses and return on plan assets (excluding amounts included in net Interest on the net defined benefit liability) arising from changes in actuarial assumptions are recognized in the year in which they occur, directly in OCI. These are presented as remeasurement gains or losses on defined benefit plans under other comprehensive income in other equity. Remeasurements gains or losses are not reclassified subsequently to the Statement of Profit and Loss.
b) Compensated absences
The Company records an obligation for compensated absences in the year in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the end of the financial year. The Company recognizes accumulated compensated absences based on actuarial valuation in the Statement of Profit and Loss.
(x) Recoverable from payment gateways
‘Remittance in transit,’ which represent amount collected from customers through payment gateways via credit card / debit cards / UPI / Wallets / net banking, and not yet settled by them are classified as other financial assets.
(xi) Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business and reflects the Company’s unconditional right to consideration (that is, payment is due only on the passage of time). Trade receivables are recognized initially at the transaction price as they do not contain significant financing components. The Company holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method, less loss allowance.
(xii) Current versus non-current classification
The Company presents assets and liabilities in the Standalone Statement of Assets and Liabilities based on current/ non-current classification. An asset is treated as current when it is:
a) Expected to be realized or intended to be sold or consumed in normal operating cycle, or
b) Held primarily for the purpose of trading, or
c) Expected to be realized within twelve months after the financial year, or
d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the financial year.
All other assets are classified as non-current assets.
A liability is treated as current when it is:
a) It is expected to be settled in a normal operating cycle, or
b) It is held primarily for the purpose of trading, or
c) It is due to be settled within twelve months after the financial year, or
d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the financial year.
All other liabilities are classified as non¬ current liabilities.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle of an entity is the time between the acquisition of assets for processing and their realization in the form of cash or cash equivalents. Where the entity’s normal operating cycle is not clearly identifiable, its duration is assumed to be 12 months.
2. (b) Significant accounting judgements,
estimates and assumption
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require material adjustment to the carrying amount of assets or liabilities affected in future years.
Judgements
In the process of applying the accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the financial statements:
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial year, are described below:
a. The Company based its assumptions and estimates on parameters available when the standalone financial statement were prepared.
b. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Principal vs. agent
As disclosed in Note 1(b), the Company has separate contractual arrangements with the end users and the service professionals respectively which specify the rights and obligations of each of the parties. An end user initiates the transaction which requires acceptance from the service professionals. The acceptance of the transaction, combined with the contractual agreement, creates enforceable rights and obligations for each of the parties. The Company charges convenience and platform fee from the end user for which the Company considers itself as an agent for convenience and platform fees.
Identification of the customer
As disclosed in Note 1(b), the Company considers a party to be a customer if that party has contracted with the entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration. Based on the terms of use and substance of the arrangement, the end users (rather than the service professionals) are considered customers of the Company for the convenience fee and platform fee.
Discounts and other incentives
As disclosed in Note 1(b), the Company provides incentives to its end user users in various forms including credits and direct payment discounts to promote traffic on its platform. All incentives given to the end users where the Company is responsible for providing the platform to hire service professionals are recorded as a reduction of revenue to the extent of the revenue earned from that end user on a transaction-by-transaction basis. The amount of incentive in excess of the revenue earned from the transacting users is recorded as sales promotion expense.
Deferred tax recognition
Deferred tax assets (DTA) is recognized only when and to the extent there is convincing evidence that the Company will have sufficient taxable profits in future against which such assets can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies, recent business performance and developments.
Fair value measurement of financial instruments
When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
Share based payment
Estimating fair value for share based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility, dividend yield, forfeiture rate and making assumptions about them. The assumptions and models used for estimating fair value for share based payment transactions are disclosed in note 32.
Determination of Lease term
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
Most extension options in office leases have been included in the lease liability, because the Company could not replace the assets without significant cost or business disruption.
The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances. Also refer to note 30.
Notes:
1. The number of partly paid-up equity shares as at the year ended March 31,2024 was 31,239. These partly paid- up equity shares were called up during the year ended March 31,2025.
2. Under the Employee Stock Option Plan, 2015 (ESOP - 2015), the Company issued 2,62,78,672 (March 31, 2025 - 10,60,244) equity shares to the employees during the year ended March 31,2026 (refer note 32).
3. Pursuant to the Board of Directors' approval dated December 20, 2024, and the Shareholders' approval dated January 31, 2025, the authorised share capital of the Company was increased from 2,40,943 equity shares of H 1 each to 250,00,00,000 equity shares of H 1 each.
4. Pursuant to the Board of Directors' approval dated January 21, 2025, and the Shareholders' approval dated January 31, 2025, the Company issued 48,85,22,013 bonus equity shares of H 1 per share in the ratio 1:2499 per fully paid-up equity shares having a face value of H 1 per share to the existing equity shareholders of the Company, in accordance with the provisions of the Companies Act, 2013. The allotment of these bonus equity shares was approved by the Board of Directors via the resolution dated February 13, 2025.
5. The unsubscribed portion of the issued share capital comprising 1,289 equity shares having a face value of H 1 each, was cancelled pursuant to the approval of the Board of directors through resolution dated April 24, 2025.
6. Pursuant to the Board of Directors' approval dated August 24, 2025, the company converted 3,82,705 CCCPS (Series A to F) having a face value of H 10.00 per share into equity shares with face value of H 1.00 each. Accordingly, each CCCPS of H 10 each, held by series A to series E CCCPS shareholders were converted into 2,330 equity shares of H 1 each; and each CCCPS of H 10 each, held by series F CCCPS shareholders were converted into 2,500 equity shares of H 1 each.
7. Treasury shares: Own equity instruments that are held by the ESOP Trust (controlled by the Company) are recognised at cost and deducted from equity. No gain or loss is recognised in the standalone statement of profit and loss on the issue of the Company’s own equity instruments. There is no difference between the carrying amount and the consideration is recognised in equity.
Pursuant to the Board of Directors' approval dated February 01, 2026, and the Shareholders' approval dated March
02, 2026, the Company issued an interest free loan to the Urban Company ESOP Trust of H 8.00 crore which was
subsequently utilized to subscribe 8,00,00,000 equity shares of having a face value of H 1 each of the Company. The
same is being treated as treasury shares and netted off from the loan given to trust.
(e) The Company has only one class of equity shares having a par value of H 1 per share. Shareholders are eligible for one vote per share held in case of fully paid-up equity shares and up to paid-up value in case of partly paid-up equity shares. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of an interim dividend. In the event of liquidation of the Company, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
(f) Share options granted under the Company's employee share option plan
Information relating to the Company's Employee Stock Option Plan, 2015 (ESOP - 2015) and Employee Stock Option Plan, 2022 (ESOP - 2022), including details of options issued, exercised and lapsed during the year and options outstanding at the end of the year, is set out in note 32.
Nature and purpose of items of other equity:
1 Securities premium: The securities premium account is used to recognize the premium on issue of shares and is utilized in accordance with the provisions of the Companies Act, 2013.
2 Employee stock options reserve: The employee stock options reserve account is used to recognize the fair value of options as on the grant date, to employees of the Company, under the employee stock option plans. Refer note 32 for further details.
3 Instruments entirely equity in nature: The Company has issued certain Compulsory Convertible Cumulative Preference Shares ("CCCPS") referred above as instruments entirely equity in nature carrying a predetermined cumulative dividend rate of 1% p.a. Each CCCPS is convertible into equity shares either at the end of 19 years or pursuant to a Public Offer, whichever is earlier. These CCCPS were converted into equity shares in the manner as provided under the Articles of Association during the year ended March 31, 2026. The Company has not declared and paid any dividend during the year ended March 31,2026. Refer note 33 for further details.
4 Pursuant to the Board of Directors’ approval dated January 21,2025 and the Shareholders’ approval dated January 31, 2025, respectively, the Company has made adjustment to the conversion ratio of the outstanding CCPS to 2,330 equity shares of H 1 each for each CCPS of H 10 each, held by series A to series E CCPS shareholders; and 2,500 equity shares of H 1 each, for every one CCPS of H 10 each, held by series F CCPS shareholders.
28. Earnings per share (EPS) (Contd..)
ii) In view of losses during the year ended March 31, 2026, the options which are anti-dilutive has been ignored in the calculation of diluted earnings per share. Accordingly, there is no variation between basic and diluted earnings per share.
iii) During the year ended March 31, 2025, the Company issued 488,522,013 bonus equity shares of H 1 per share in the ratio of 1:2499 per fully paid up equity shares, having a face value of H 1 per share, to the existing equity shareholders. As such, the weighted average number of equity shares is adjusted for the proportionate change in the number of equity shares outstanding as if the bonus issue had occurred at the beginning of the earliest period presented in these Standalone Financial Statements. Refer note 14 for further details on the bonus issue.
(i) The Company's average tax rate for the year ended March 31,2026 was 25.17% (March 31,2025: 25.17%).
(ii) Deferred tax assets have been recognised to the extent of available and reasonable certainty of future taxable profits which will be available against which temporary differences can be utilised.
(iii) The Company had recognised deferred tax assets on carried forward tax losses. The Company has concluded that the deferred tax assets will be recovered against the estimated future taxable income based on the current approved business plans.
(iv) As at March 31, 2026, the Company has reviewed the recoverability of its previously recognised deferred tax assets in accordance with Ind AS 12 - Income Taxes based on the updated forecasts, recent financial performance and the expected availability of future taxable profits. Consequently, the Company has reversed the deferred tax assets amounting to H 35.94 crore in the standalone statement of profit and loss. As at March 31, 2026, the Company has recognised deferred tax assets on tax losses having expiry from 3-5 years, for H 428.21 crore and more than 5 years for H 14.41 crore.
(v) As at March 31,2026, the Company has brought forward losses, unabsorbed depreciation and other deductible temporary differences of H 228.07 crore (March 31,2025: H 104.72 crore) under the Income tax Act, the company has not created additional deferred tax assets of H 57.40 crore (March 31, 2025: 26.36 crore) other than H 35.94 crore reversed during the year [refer (iv) above]. As of March 31, 2026, these tax losses have expiry of more than 5 years.
30. Leases
The Company has entered into agreements to lease certain offices and store premises. The lease term for such properties range between 2 to 9 years, with escalation clauses in certain lease agreements.
Extension and termination options are included in the leases for a number of properties. These are used to maximize operational flexibility. Extension and termination options are exercisable by lessor and the Company mutually.
(c) The total cash outflow for leases for the year ended March 31,2026, was H 43.36 crore (March 31,2025 - H 31.22 crore).
(d) Additions to the right-of-use assets during the year ended March 31, 2026, were H 38.47 crore (March 31, 2025 - H 45.87 crore), including the discounting of interest free security deposits amounting to H 1.38 crore (March 31, 2025
- H 1.97 crore).
(e) Refer note 3(b) for amounts recognised in the standalone balance sheet for right-of-use assets.
(f) Net gain on the leases terminated during the year ended March 31, 2026, was H 0.12 crore (March 31, 2025
- H 2.19 crore).
31. Employee benefits
(a) Defined Benefit Plan Gratuity:
The Company provides for gratuity as per defined benefit plan (the “Gratuity Plan”) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to eligible employees upon retirement, death, incapacitation or termination of employment, of an amount determined basis the respective employee’s salary and the tenure of employment. The liability is actuarially determined (using the Projected Unit Credit method) at the end of each reporting period. Actuarial losses/ gains are recognised in the Statement of Profit and Loss in the period in which they arise. The Company's liability is not funded by any plan asset.
viii) Sensitivity analysis of significant assumptions
The following tables present a sensitivity analysis to each of the relevant actuarial assumption, holding other assumptions constant, showing how the defined benefit obligation would have been affected by changes in the relevant actuarial assumptions that were reasonably possible at the reporting date.
Change in defined benefit obligation of Gratuity plan due to change in mortality rate, is negligible.
As at March 31, 2026: Defined benefit obligation (base): H 18.38 crore @ salary increase rate: 10%, and discount rate: 6.75%
(c) Provident fund and labour welfare fund:
Contribution towards provident fund for eligible employees is made to the regulatory authorities. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis.
Expense recognised for contribution to provident and other fund is H 8.33 crore (March 31,2025 - H 6.81 crore).
32. Employees' stock options
Pursuant to the Shareholders' resolution dated July 25, 2015, the Company introduced “Employee Stock Option Plan 2015 (ESOP - 2015)” and further amended by the Shareholders' resolution dated January 31,2025 and February 28, 2026. The plan entitles employees to purchase equity shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions i.e., the requisite service duration. While in employment, all vested options can be exercised upto ten years from the date of vesting or two years from the date of listing, whichever is later. For ex employees, all vested options must be exercised within two years from the date of exit or two years from the date of listing, whichever is later. All exercised options shall be settled by dematerialised equity shares. Also refer note 14.
Further, the Company changed the mode of implementation and administration of ESOP 2015 from direct allotment to trust route through an already setup irrevocable employee welfare trust of the Company, namely ‘Urban Company ESOP Trust’ (“Trust”) w.e.f. March 2, 2026.
(b) Fair value of options granted:
The weighted average fair value at grant date of the options granted during the year ended March 31, 2026 was H 107.81 (March 31,2025 : H 92.72 ) per option. During the year ended March 31,2026, the fair value at grant date is determined on the basis observable market price of the Company's equity shares as the shares are actively traded in an open market.
(c) For the year ended March 31,2026, the expense recognised in the Standalone Statement of Profit and Loss amounted to H 91.34 crore (March 31,2025 - H 64.47 crore) and expense transferred to subsidiaries in relation to grants given to their employees recognised as investment of H 12.22 crore (March 31, 2025: H 8.10 crore). refer note 24 and 5.
(d) Pursuant to Shareholders' resolution dated June 06, 2022, the Company introduced “Employees Restricted Stock Unit Plan, 2022 (RSU Plan 2022)", subsequently renamed as "Employee Stock Option Plan, 2022". The plan entitles directors and employees of the subsidiaries and step-down subsidiaries to purchase equity shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. The vesting period for the Options/ RSU's is in the range of 1-4 years from the grant date. All exercised Options/RSU's shall be settled by equity shares in dematerialised account.
33. Instruments entirely equity in nature
These instruments consist of Series A Compulsorily Convertible Cumulative Preference Shares, Series A1 Compulsorily Convertible Cumulative Preference Shares, Series B Compulsorily Convertible Cumulative Preference Shares, Series B1 Compulsorily Convertible Cumulative Preference Shares, Series C Compulsorily Convertible Cumulative Preference Shares, Series D Compulsorily Convertible Cumulative Preference Shares, Series E Compulsorily Convertible Cumulative Preference Shares, Series F Compulsorily Convertible Cumulative Preference Shares ("Preference Shares").
The holders of the Preference Shares may convert their respective class of Compulsorily Convertible Cumulative Preference Shares ("CCCPS") in whole or part into Equity shares at any time before 19 (Nineteen) years from the date of issuance of the same subject to the adjustments specified in Schedule III - PART A, PART B, PART C, PART D, PART E, PART F and PART G of the Article of Association of the Company. In the event the conversion of respective class of CCCPS entitles the holder to any fraction of an equity share then such fraction shall be rounded up to the nearest whole number. Also refer note 33(e).
The Preference Shares shall carry a predetermined cumulative dividend rate of 1% per annum on an As If Converted Basis. In addition to the same, if the holder of equity shares are paid dividend in excess of 1% per annum, the holder of the Liquidation Preference shares shall be entitled to dividend at such higher rate. The dividend shall be paid on pari passu basis in priority to other classes of shares.
Pursuant to the Board of Directors' approval dated January 21,2025, and the Shareholders' approval dated January 31, 2025, respectively, the Company made adjustment to the conversion ratio of the outstanding CCCPS to 2330 equity shares of H 1 each for each CCCPS of H 10 each, held by series A to series E CCCPS holders, and 2,500 equity shares of H 1 each for every one CCCPS of H 10 each, held by series F CCCPS holders.
Further, the unsubscribed portion of the issued share capital comprising 1 Series B1 CCCPS having a face value of H 10 each was cancelled pursuant to the approval of the Board of Directors dated April 24, 2025.
Further, these CCCPS were converted into equity shares in the manner as provided under the Articles of Association during the year ended March 31,2026 (refer note 14).
34. Capital Management
The Company's objective when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value. As at the year ended March 31, 2026, the Company has only one class of equity shares and has no debt. Consequent to the above capital structure, there are no externally imposed capital requirements.
As at the year ended March 31,2026, the Company has borrowings amounting to Nil (March 31, 2025 - Nil).
B. Measurement of fair values
The table shown above analyses financial instruments carried at fair value, by valuation method. The different levels
have been defined below:
- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
- Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
C. Valuation techniques
The following methods and assumptions were used to estimate the fair values:
1) Fair value of the cash and cash equivalents, other bank balances, trade receivables, other financial assets, trade payables and other financial liabilities approximate their carrying value largely due to short term maturities of these instruments.
2) Fair value of unquoted instruments is estimated by discounting future cash flows using rates currently available for debt of similar terms, credit risk and remaining maturities.
3) Fair value of quoted mutual funds is determined by reference to quotes from the financial institutions, i.e. net asset value (NAV) declared by mutual fund house as at the reporting date.
(i) During the previous year ended March 31, 2025, Urbanclap Technologies Global B.V. transferred its equity shareholding in Urbanclap Technologies FZCO to Urbanhome Experts PTE Ltd at book value as on December 24, 2024, and Urbanclap Technologies Global B.V. was deregistered w.e.f. January 31,2025 resulting in investment value being written off for H 2.02 crore.
(ii) During the year ended March 31, 2025, the Company has started operations through its Joint Venture entity (Company Waed Khadmat Al-Munzal For Marketing) located in the Kingdom of Saudi Arabia, with effect from January 01, 2025, with an intent to eventually close the step - down subsidiary, Urban Company Arabia for Information Technology. For this step - down subsidiary, the revenue from operations for the period ended March 31,2026, was Nil (March 31,2025: H 41.59 crore), and the prodit/ (loss) before tax for the year ended March 31, 2026 was H 0.69 crore [March 31, 2025: ( H 23.45 crore)]. As at the year ended March 31, 2026, the amount of provision for other than temporary diminuition in Urban Company Arabia for Information Technology is for H 1.70 crore (March 31,2025 - H 1.70 crore).
(iii) The Company had ceased operations of Urban Company Employee Welfare Trust located in India, and the PAN of this entity was surrendered w.e.f. September 05, 2024. As such, the Company has written off the receoverable from this trust for H 0.01 crore.
(iv) During the year ended March 31,2026, the Company augmented its UAE operations through a newly incorporated step-down subsidiary, Urban Essentials General Trading L.L.C., which commenced operations with effect from January 15, 2026.
(v) During the year ended March 31,2026, the name of Urbanclap Technologies DMCC, was changed to Urbanclap Technologies FZCO with effect from March 23, 2026, pursuant to the applicable regulatory approvals.
D. Terms and conditions of transactions with related parties
Amounts owed to and by related parties are unsecured and interest free and settlement occurs in cash. All transactions entered into by the Company with its related parties were on arm's length basis and in ordinary course of business.
38. Financial risk management objectives and policies
The Company is exposed to the following risks from its use of financial instruments:
- Credit risk
- Liquidity risk
- Interest rate risk
- Market risk
The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. This note presents information about the risks associated with the Company's financial instruments, the Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital.
(a) Credit risk
The Company is exposed to credit risk as a result of the risk of counterparties defaulting on their obligations. The Company's exposure to credit risk primarily relates to its operating activities (trade receivables) and its treasury activities, including deposits with banks, investment in money market funds and other financial instruments. The Company monitors and limits its exposure to credit risk on a continuous basis. The Company's credit risk associated with trade receivable is primarily related to customers being unable to settle their obligation as agreed upon. To manage this, the Company periodically reviews the financial health of its customers, taking into account their financial condition, current economic trends and analysis of historical bad debts and aging of trade receivables.
Trade receivables
The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for estimating the expected credit loss from trade receivables and 12 months' expected credit loss from other receivables. An impairment analysis is performed at each reporting date on an individual basis for material counterparties. In addition, a large number of minor receivables are combined into homogenous categories and assessed for impairment collectively.
38. Financial risk management objectives and policies (Contd..)
Outstanding customer receivables are regularly and closely monitored. Based on historical trend, the Company provides for any outstanding receivables beyond 12 months. The trade receivables on the respective reporting dates are net off the allowance, which is sufficient to cover the entire lifetime loss of sales recognised. The Company further assesses impairment of major parties and provides for any outstanding receivables before 12 months if they are credit impaired.
Financial instruments and cash deposits
Credit risk arising from treasury investments are managed by the treasury department in accordance with the Company's approved investment policy. Investments of surplus funds are made primarily in liquid mutual funds units, non-convertible debentures, commercial papers and bank fixed deposits.
The Company's maximum exposure to credit risk for the components of the standalone balance sheet as at year ended March 31,2026 and March 31, 2025 is the carrying amount of these financial instruments.
Basis assessment, the expected credit loss identified on the financial instruments and cash deposits was determined as immaterial.
(b) Liquidity risk
Liquidity risk represents the risk of the Company being unable to meet the obligations resulting from financial liabilities on account of unavailability of funds. The Company monitors and manages its liquidity risk to ensure access to sufficient funds to meet operational and financial requirements. The Company monitors cash and bank balances on a regular basis. The Company’s policy is to ensure that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses.
(c) Market risk
Market risk represents the risk of fluctuation in the fair value or future cash flows of a financial instrument due to changes in market prices. Such changes in the value of financial instruments may result from changes in foreign currency exchange rates, interest rates, credit, liquidity and other market changes.
The Company's exposure to foreign currency is limited, as the Company does not have any significant foreign currency transactions.
The Company also invests in mutual fund schemes of leading fund houses. Such investments are susceptible to market price risks that arise mainly from changes in interest rates which may impact the return and value of such investments. However, given the relatively short tenure of the underlying portfolio of the mutual fund schemes in which the Company have invested, such price risk is not significant.
(i) Interest rate risk
Interest rate risk represents the risk of an upward movement in interest rates which would adversely affect the borrowing cost of the Company. As at March 31,2026, the Company does not have any borrowings.
Further, the Company's investments are primarily in fixed rate interest bearing investments. Accordingly the Company is not significantly exposed to interest rate risk.
Notes:
(a) It is not practicable for the Company to estimate the timing of cash outflow, if any, in respect of the above pending resolution of the respective proceedings.
(b) The Company does not expect any reimbursements in respect of the above contingent liabilities.
40. Capital commitment
As at the year ended March 31, 2026, the estimated amount of contracts in the capital account remaining to be executed (net of capital advances) is H 7.99 crore (March 31,2025 - Nil).
41. Segment reporting
The Company's Board of Directors have been identified as the chief operating decision makers (CODM), who evaluate the Company's performance for the purpose of cost allocation and performance assessment, focusing on the types of goods or services delivered or provided.
The Company has opted for an exemption as per para 4 of Ind AS 108. Segment information is thus given in the consolidated financial statements of the Company.
42. Transfer pricing
The Company has a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company appoints independent consultants for conducting a Transfer Pricing Study to determine whether the transactions with associate enterprises are undertaken, during the financial year, on an "arm's length basis". Adjustments, if any, arising from the transfer pricing study shall be accounted for as and when the study is completed for the current financial year. However, the management is of the opinion that its international transactions are at arm's length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation. The transfer pricing study for the year ended March 31,2025, did not result in any adjustment.
Notes
EBIT - Profit/ Loss before interest (finance cost) and taxes
EBITDA - Earnings before interest, taxes, depreciation and amortisation expense PAT - Profit after tax Debt - Current and non-current lease liabilities Current Debt - Current lease liabilities
Adjusted expenses refers to total expenses excluding depreciation and amortisation expense Capital employed refers to total shareholders' equity and debt
Investments - Non-current investment and current investment Working capital - Current assets net of current liabilities
Wherever the term "average" is used, the average has been computed as follows: (Balance as at beginning of the reporting period Balance as at end of reporting period)/2
45. Additional regulatory information required by Schedule III
(a) Details of benami property held
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(b) Borrowing secured against current assets
The Company does not have any borrowings from banks or financial institutions during the current or previous financial year.
(c) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or any other lender.
(d) Relationship with struck off companies
The Company does not have any transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
(e) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the registrar of the companies beyond the statutory period.
(f) Compliance with number of layers of companies
The Company has complied with the number of layers as prescribed under Companies Act, 2013.
(g) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(h) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(i) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous financial year.
(j) Valuation of PP&E and intangible asset
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous financial year.
45. Additional regulatory information required by Schedule III (Contd..)
(k) Utilization of borrowed funds and share premium
(i) The Company has advanced or loaned or invested funds to other persons (or) entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall, directly or indirectly lend or invest in other entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries:
(ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (ultimate beneficiaries) or
b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
46 The Company filed an adjudication application with the Registrar of Companies (ROC) on September 18, 2024 with respect to the incentivisation plan for the service professionals working on the Company's platform. In this regard, the RoC issued a Show Cause Notice (“SCN”) dated April 02, 2025 followed by an adjudication order dated April 24, 2025 against the Company and its executive directors, pursuant to which an aggregate penalty of H 0.04 crore was imposed on such parties and which has been paid. The proceedings on the SCN stands closed by paying such penalty.
47 During the year ended, March 31, 2026, the Company has completed its Initial Public Offer (IPO) of 18,44,89,255 Equity shares of face value of H 1 each at an issue price of H 103.00 per share (including a share premium of H 102.00 per share). A discount of H 9 per share was offered to eligible employees bidding in the employee’s reservation portion of 2,65,957 Equity shares. The issue comprised of a fresh issue of 4,58,48,481 Equity shares aggregating to H 472.00 crore and offer for sale of 13,86,40,774 equity shares by selling shareholders aggregating to H 1,428.00 crore. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on September 17, 2025.
48 On November 21, 2025, the Government of India notified the four labor codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as “the Labour Codes”). The Ministry of Labor and Employment published draft Central Rules and FAQs to enable the assessment of the financial impact due to changes in regulations. The Company has assessed the impact of changes in regulations and recognised a provision towards past service cost on gratuity and compensated absences payable to employees amounting to H 1.85 crore during the year ended March 31, 2026, which is included under “Employee benefit expense”. In addition to above, the Company has also recognised a provision of H 0.80 crore towards contractual employees which is included under “Other expenses”. The Company will continue to monitor the finalisation of Central/ State Rules and clarifications from the Government on other aspects of the Labour Code and will provide appropriate accounting effect of such events as needed.
For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No: 304026E/E300009 Urban Company Limited (Formerly known as Urbanclap
Technologies India Limited and Urbanclap Technologies India Private Limited)
Abhishek Rara Abhiraj Singh Bhal Varun Khaitan
Partner Chairperson, Managing Director Executive Director and
Membership No: 077779 and Chief Executive Officer Chief Operating Officer
Date: May 08, 2026 DIN: 07005253 DIN: 07005033
Place: Gurugram
Abhay Krishna Mathur Sonali Singh
Chief Financial Officer Company Secretary and
Compliance Officer
Date: May 08, 2026 Membership No: A26585
Place: Gurugram
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