Urban Company CEO, chairman, board of directors and AGM

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Ratification of Urban Company Limited Employee Stock Option Scheme, 2015

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund

  • Bajaj Finserv Mutual FundThe Company is seeking shareholders’ approval for the ratification of its Urban Company Limited Employee Stock Option Scheme, 2015 (“Scheme 1”). Total Options in ESOS is 18,75,25,000 Options (after proportionate adjustment), Options available for Grant = 14,12,07,500 Options (Convertible into 1 Equity Share each). Exercise Period is 2 years from date of Listing, or 10 years from date of Vesting; whichever is later for Options granted under Scheme 1. Exercise Price is left at NRC Discretion, however Exercise Price shall not be lower than the Face Value of the Shares. The Company has made adequate disclosures as required under the relevant laws, except for the disclosure w.r.t. Exercise Price. Such discretionary powers to the NRC is not a good practice as it bars the shareholders to gauge the overall cost to the Company or the monetary benefit that will arise out of the concerned Scheme. The Company is non-compliant under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Hence, we are voting Against the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, PGIM India Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Non-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to NRC to determine Exercise Price. Governance Concern: Potential Significant Benefit arising to a single Employee. Discretion to the Board to modify/ vary the ESOP Scheme. Common Pool has been disclosed for two separate Schemes.
  • HDFC Mutual FundESOPS/RSUs are being granted at a deep discount to market price. We do not support the resolution.
  • Nippon India Mutual FundGovernance Concern: Potential Significant Benefit arising to a single Employee. Discretion to the Board to modify/ vary the ESOP Scheme. Common Pool has been disclosed for two separate Schemes.
  • Sundaram Mutual Fund, UTI Mutual FundUnder the 2015 ESOP and 2022 ESOP schemes, 187,525,000 options can be granted. The company has not provided clarity on the number of shares that will be issued on conversion of the entire option pool. Assuming a 1:1 conversion, the option pool is ~11.6% of the outstanding share capital as on 30 September 2025, which is high. The company should have provided details of options granted, vested and exercised as on date of the notice. The vesting of options is time based, and the Nomination and Remuneration Committee (NRC) has discretion to add performance based vesting conditions (performance metrics have not been disclosed). There is no clarity on the exercise price since it is at the discretion of the NRC. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We make an exception in cases where the vesting of such options is mandatorily linked to pre-defined performance parameters, and the company has disclosed the targets for such parameters. In the current case, ESOPs have time-based vesting condition and the dilution under the schemes is high. We do not support the resolution.

  7 for8 against
• Ratification of Urban Company Limited Employee Stock Option Plan, 2022

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund

  • Bajaj Finserv Mutual FundThe Company is seeking shareholders’ approval for the ratification of its Urban Company Limited Employee Stock Option Plan, 2022 (“Scheme 2”). Total Options in ESOS is 18,75,25,000 Options (after proportionate adjustment), Options available for Grant = 14,12,07,500 Options (Convertible into 1 Equity Share each). Exercise Period is 2 and a half months from the end of the calendar year in which the Vesting occurs (or such other timeline under applicable law in the USA) for options granted under Scheme 2. Exercise Price: left at NRC Discretion, however Exercise Price shall not be lower than the Face Value of the Shares. The Company has made adequate disclosures as required under the relevant laws, except for the disclosure w.r.t. Exercise Price. Such discretionary powers to the NRC is not a good practice as it bars the shareholders to gauge the overall cost to the Company or the monetary benefit that will arise out of the concerned Scheme. The Company is non-compliant under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Hence, we are voting Against the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, PGIM India Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Non-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to NRC to determine Exercise Price. Governance Concern: Potential Significant Benefit arising to a single Employee. Discretion to the Board to modify/ vary the ESOP Scheme. Common Pool has been disclosed for two separate Schemes.
  • HDFC Mutual FundESOPS/RSUs are being granted at a deep discount to market price. We do not support the resolution.
  • Nippon India Mutual FundGovernance Concern: Potential Significant Benefit arising to a single Employee. Discretion to the Board to modify/ vary the ESOP Scheme. Common Pool has been disclosed for two separate Schemes.
  • Sundaram Mutual Fund, UTI Mutual FundUnder the 2015 ESOP and 2022 ESOP schemes, 18,75,25,000 options can be granted. The company has not provided clarity on the number of shares that will be issued on conversion of the entire option pool. Assuming a 1:1 conversion, the option pool is ~11.6% of the outstanding share capital as on 30 September 2025, which is high. The company should have provided details of options granted, vested and exercised as on date of the notice. The vesting of options is time based, and the NRC has discretion to add performance based vesting conditions (performance metrics have not been disclosed). There is no clarity on the exercise price since it is at the discretion of the NRC. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We make an exception in cases where the vesting of such options is mandatorily linked to pre-defined performance parameters, and the company has disclosed the targets for such parameters. In the current case, ESOPs have time based vesting condition and the dilution under the schemes is high. We do not support the resolution.

  7 for8 against
• Ratification of the extension of benefits of the Urban Company Limited Employee Stock Option Scheme, 2015, to the eligible employees of the Group Company(ies) including Subsidiary Company(ies) and Associate Company(ies), whether in India or overseas, of the CompanyMoreLess

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Bajaj Finserv Mutual FundThe Company is also seeking shareholders’ approval for the extension of Scheme 1 benefits to the eligible employees of the Group Company(ies) including Subsidiary Company(ies) and Associate Company(ies), whether in India or overseas. We do not identify any issue in extending the scheme to the employees of its subsidiaries, as there exists control of the Company, and the contribution of the subsidiaries are consolidated in the Company’s performance. However, the same cannot be argued in case of other group companies viz. Associate Entity(ies). As a result, extension of the Schemes’ benefits to employee of Associate Companies require compelling justification, as the costs would be borne out of the Company’s accounts. In the present approval, the justification provided by the Company is very generic and does not contains any compelling reasons. Additionally since the matter is inter-connected, the issues of Scheme 1 & Scheme 2 (as identified above u/Resolution #1 & #2) shall also extend to the Extension of Scheme to the Group [Subsidiary & Associate] Entity(ies). In the light of the above, we are voting against the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, PGIM India Mutual FundInter-linked with Resolutions #1 & #2. Governance Concern: Scheme benefit extended to Associate Companies without affirmation on cost reimbursement provision.
  • HDFC Mutual FundESOPS/RSUs are being granted at a deep discount to market price. We do not support the resolution.
  • Nippon India Mutual FundGovernance Concern: Scheme benefit extended to Associate Companies without affirmation on cost reimbursement provision.

  5 for6 against
• Ratification of the extension of benefits of the Urban Company Limited Employee Stock Option Plan, 2022, to the eligible employees of the Group Company(ies) including Subsidiary Company(ies) and Associate Company(ies), whether in India or overseas, of the CompanyMoreLess

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Bajaj Finserv Mutual FundThe Company is also seeking shareholders’ approval for the extension of Scheme 2 benefits to the eligible employees of the Group Company(ies) including Subsidiary Company(ies) and Associate Company(ies), whether in India or overseas. We do not identify any issue in extending the scheme to the employees of its subsidiaries, as there exists control of the Company, and the contribution of the subsidiaries are consolidated in the Company’s performance. However, the same cannot be argued in case of other group companies viz. Associate Entity(ies). As a result, extension of the Schemes’ benefits to employee of Associate Companies require compelling justification, as the costs would be borne out of the Company’s accounts. In the present approval, the justification provided by the Company is very generic and does not contains any compelling reasons. Additionally since the matter is inter-connected, the issues of Scheme 1 & Scheme 2 (as identified above u/Resolution #1 & #2) shall also extend to the Extension of Scheme to the Group [Subsidiary & Associate] Entity(ies). In the light of the above, we are voting against the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, PGIM India Mutual FundInter-linked with Resolutions #1 & #2. Governance Concern: Scheme benefit extended to Associate Companies without affirmation on cost reimbursement provision.
  • HDFC Mutual FundESOPS/RSUs are being granted at a deep discount to market price. We do not support the resolution.
  • Nippon India Mutual FundGovernance Concern: Scheme benefit extended to Associate Companies without affirmation on cost reimbursement provision.

  5 for6 against
• Amendment to the Articles of Association of the Company

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, Mahindra Manulife Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund

  • Bajaj Finserv Mutual FundThe Company is seeking shareholders’ approval to amend the Articles of Association (by way of addition) as per the changes furnished above. The Company has clearly laid down the particulars of the nomination rights to be granted to the Promoter Shareholders. The Members of the Company in their extraordinary general meeting held on March 18, 2025 have approved the latest Articles of Association of the Company. Part B of the Articles of Association was applicable until the listing date. All articles in Part B automatically terminated and ceased to have any force or effect on and from the date of listing of the equity shares of the Company on National Stock Exchange of India Limited and BSE Limited on September 17, 2025. Accordingly, Part A of the Articles of Association is applicable to the Company post-listing. Pursuant to the provisions of the Companies Act, 2013 and other applicable laws read with the relevant provisions of the SEBI Listing Regulations the approval of the shareholders is required by way of a special resolution to insert Article 131A in the Articles of Association of the Company after existing Article 131, for confirming the special rights to the promoters of the Company as detailed in the said Article 131A of Articles of Association reproduced in the resolution set out at Item No. 05 of the accompanying Notice. Regulation 31B of SEBI Listing Regulations requires that any special rights would be required to be approved after every five years. granted to the shareholders shall be required to be approved by the Members of the listed entity by way of a Special Resolution once in every five years starting from the date of such grant. Accordingly, the Promoters right to nominate a nominee director as set out above. This means that with effect from the consummation of the initial public offering by the Company, each Promoter, so long as such Promoter individually holds 2.5% of the total Share Capital of the Company on a fully diluted basis, and continues to be classified as a promoter of the Company in terms of Applicable Laws, shall have the right to nominate 1 (One) Director each on the Board (a “Promoter Nominee Director”). Such rights may be disadvantageous to minority shareholders, and undermine the independence of the NRC, which often ends up merely formalizing pre-approved appointments. When a Special Right (such as Nomination Right) is granted to an individual / Promoter, it should be in proportion to the amount of contribution they make in the Company as per their holding. When a Promoter wants to exercise such nomination rights without having their skin in the game, it is unfair to those who may hold significant stake in the Company. In light of the above governance concern, we are voting Against the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Helios Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Amended AoA contains a provision which grants nomination rights to Promoters holding as little as 2.5% stake; it provides disproportionate governance power to shareholders holding an immaterial stake in the Company. Further, such nomination rights also undermine the role of the NRC.
  • HDFC Mutual FundThe company proposes to insert a new Article 131A, which grants board nomination rights to the promoters. As per Article 131A, each Promoter, so long as such Promoter individually holds 2.5% of the total share capital on a fully diluted basis and continues to be classified as a promoter of the company, shall have the right to nominate one director each on the Board. We believe the shareholding threshold is low to have nomination rights on the board. We do not support the resolution.
  • Mahindra Manulife Mutual Fund, Sundaram Mutual Fund, UTI Mutual FundThe company proposes to insert a new Article 131A, which grants board nomination rights to the promoters. As per Article 131A, each Promoter, so long as such Promoter individually holds 2.5% of the total share capital on a fully diluted basis and continues to be classified as a promoter of the company, shall have the right to nominate one director each on the Board. Presently, the company has three individuals who are classified as promoters and each promoter holds 6.8% equity shares (as on 30 September 2025). We do not support board nomination rights below a shareholding threshold of 10%. Thus, we do not support the resolution.
  • Nippon India Mutual FundGovernance Concern: Promoter nomination rights with just 2.5% stake disproportionate to shareholding, breaching Companies Act Section 2(69).

  5 for10 against