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1WJ Urban liil Company August 21, 2026 National Stock Exchange of India Limited BSE Limited The Listing Department, Department of Corporate Services, Exchange Plaza, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Fort, Mumbai - 400 051 Mumbai - 400 001 Symbol: URBANCO S crip Code: 544515 Sub.: Disclosure under Regulation 3(3) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 – Submission of Amended and Restated Urban Company ESOP Trust Deed Dear Sir/ Ma’am, Pursuant to Regulation 3(3) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, please find enclosed the Amended and Restated Trust Deed of the Urban Company ESOP Trust, in relation to the change in one of the Trustees. The aforesaid details will also be hosted on the Company's website viz. https://investorrelations.urbancompany.com/ This is for your information and record. Thanking you, For Urban Company Limited (Formerly UrbanClap Technologies India Limited and UrbanClap Technologies India Private Limited) Sonali Singh Company Secretary and Compliance Officer Membership No.: A26585 Encl - As above Urban Company Limited (Formerly known as UrbanClap Technologies India Limited & UrbanClap Technologies India Private Limited) REGISTERED OFFICE: CORPORATE OFFICE: Unit No. 8, Ground Floor, 7th & 8th Floor, Go Works, Rectangle 1, D4, Saket District Centre, Plot 183, Rajiv Nagar, Udyog Vihar New Delhi, 110017, Delhi, India Phase 1, Sector 20, Gurgaon - 122016, Haryana, India CIN: L74140DL2014PLC274413 | Email: Peoplesuccess@urbancompany.com| www.urbancompany.com | Telephone: +91 11 444 570 56 INDIA NON JUDICIAL Government of National Capital Territory of Delhi Certificate No. . IN~Dl:6~6- Certificate Issued Date _._;=>=-3f;Jul-20 . -- •_ _ Account Reference -~ ;. ~~';J!li~:liO ·-Hl/~DL~SW.Iil Unique Doc. Reference 4814~~ -: -Purchased by _.." '· Description of Document/ Property Description Consideration Price (Rs~.)i~/i First Party . , D Second Party KARSH Bl Stamp Duty Paid By ~- Stamp Duty Amount(Rs.) it: "' _I N-D L659 5.1.27 7 45 3 0 5 0 Y ..... _,_,, _____ Please write or type below this line .......... -........... ------................................ - •. - ,.4 _ ___ _ r !;;; iit4t1fd fu~,,)~ 0-f I vlitt1y> ,&11J1 I ~ ~"trJ It vvf- :2 0 :1. 6 Dticl Vic~ Jhi 'f('.,.\Xu,1 . Jx,liv-to1 Statutory Alert: 1. The aull7enticlty ~fthis Stamp certificate should be verified at 'www.shcilestamp.com' or using e-Stamp Mobile App of Stock Holding. Any discrepancy In the details on ll71s Certificate and as available on the website I Mobile App renders it invalid. 2. The onus of checking the legitimacy is on the users of the certificate. 3. In case of any discrepancy please inform the Competent Authority. DEED OF VARIATION THIS DEED OF VARIATION to the Amended and Restated Trust Deed of the Urban Company ESOP Trust is made at New Delhi on this 18th day of August, 2026 (this "Deed of Variation"); BY AND BETWEEN Urban Company Limited (formerly known as UrbanC/ap Technologies India Private Limited), a company incorporated under the Companies Act, 2013, having its registered office at Unit No. 08, Ground Floor, Rectangle 1, D4, Saket District Centre, New Delhi 110017 (the "Settlor" / "Company" which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and permitted assigns); Mrs. Neha Mathur, D/o Mr. Rameshwar Dayal Mathur, resident of 81/2 Emilia 4(02) Vatika City, Sohna Road, Sector 49, Gurgaon 122018 (the "Trustee l"); Mr. Rakshit Kapoor, S/o Mr. Dinesh Kumar Kapoor, resident of Flat 701 Tower 4 D, Onis Aster Court Premier, Orris Aster Premier Road, Near IRIS Broadway Mall, Sector 85, VTC: IMT Manesar, PO: Imt Manesar, District: Gurgaon, State: Haryana, PIN Code: 122052, (the "Continuing Trustee"/ "Trustee 2"); Mr. Utkarsh Bindal, S/o Mr. Raj Kumar Gupta, resident of Flat no. 504, Tower 8, Navyug CGHS, Sector 43, Gurgaon, Haryana - 122001 (the "Incoming Trustee") The Settlor, the Trustee 1, the Trustee 2 and the Incoming Trustee are hereinafter collectively referred to as the "Parties" and individually as a "Party". WHEREAS: A. The Settlor had established the Urban Company ESOP Trust (the "Trust") pursuant to a Trust Deed dated 9 October 2023, as amended and restated by the Amended and Restated Trust Deed dated 9 March 2026 (the "Trust Deed"), for the administration and implementation of the Employee Stock Option Scheme 2015 of the Company. A copy of the Trust Deed was filed with BSE Limited and the National Stock Exchange of India Limited (collectively, the "Stock Exchanges") pursuant to Regulation 3(3) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the "SBEB Regulations"). B. Under the Trust Deed, Ms. Neha Mathur is Trustee I and the Managing Trustee and Mr. Rakshit Kapoor is Trustee 2 of the Trust (hereinafter collectively referred to as the "Trustees"). August 2026. In tenns of Clause 7.4.2 of the Trust Deed, she shall accordingly cease to hold office as Trustee and Managing Trustee of the Trust. D. In tenns of Clauses 7.4.2 and 7:7 of the Trust Deed and the resolutions passed in writing dated 13 August 2026, the Trustees are desirous of appointing the Incoming Trustee as a Trustee of the Trust in place of Ms. Neha Mathur/Trustee 1 w.e.f. 31 August 2026, so as to maintain the requirement of minimum two (2) Trustees under Clause 7.1 of the Trust Deed, by way of this Deed of Variation. E. The Incoming Trustee has consented to act as a Trustee of the Trust, subject to the eligibility requirements of the Trust Deed and the SEBI SBEB Regulations. NOW THEREFORE, THIS DEED OF VARIATION WITNESSES AS FOLLOWS: I. DEFINITIONS AND INTERPRETATION All capitalised terms used but not defined in this Deed of Variation shall have the meaning ascribed to them in the Trust Deed, unless specified otherwise. This Deed of Variation is supplemental to, and shall be read and construed as fonning an integral part of, the Trust Deed. 2. CESSATION OF TRUSTEE 1 With effect from the close of business hours on 31 August 2026 ("Effective Date"), Ms. Neha Mathur shall cease to hold office as Trustee I and as Managing Trustee of the Trust and shall stand discharged from her obligations under the Trust Deed, save that the indemnity available to her under Clause 4.2 of the Trust Deed shall survive in respect of the period during which she held office as a Trustee. 3. APPOINTMENT OF THE INCOMING TRUSTEE Mr. Utkarsh Bindal is appointed as Trustee in her place and hereby accepts office, with all the powers and duties of a Trustee under the Trust deed, and all references in the Trust Deed to "Trustee l" shall be read as references to Mr. Utkarsh Bindal. 4. AMENDMENTS Clause 7.5.5 of the Trust Deed shall be deleted 111 its entirety and shall be substituted with the following: "7.5.5 The Trustees shall have the power to (but shall not be obliged to) appoint one or more of the Trustees amongst themselves as a Managing Trustee(s) and delegate to such Managing Trustee(s) such oft heir powers as the Trustees may dee, shall be responsible for execution and signing of. ' dq; . ,,:,,_ gi <t ,, ~ <" _Q,). ..I_\, <C.' . I co -- ;I;.-> !C ff: ' g(t i ';" ·;::· c.· .=0 .; : : c,; ::. o· -;;;· t-~, c::Jlzo ·c.•-; m 0: ~w?; <I.I 5. MISCELLANEOUS 5 .1 Save as expressly amended by this Deed of Variation, all provisions of the Trust Deed shall remain unchanged and continue in full force and effect. This Deed of Variation shall be read together with and construed as forming an integral part of the Trust Deed. In the event of any inconsistency or conflict between the provisions of this Deed of Variation and the Trust Deed, in respect of the subject matters hereof, the provisions of this Deed of Variation shall prevail to the extent of such inconsistency. 5.2 This Deed of Variation shall be governed by the laws of India, and any dispute arising out of or in connection herewith shall be subject to the jurisdi [Showing first 8,000 characters — download PDF for full document]