Updater Services Ltd

Dear Shareholder(s),

Your Directors have the pleasure in presenting the Twenty Second (22^nd) Annual Report of your Company (Updater Services Limited / UDS) on business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements and the Auditor's Report for the year ended March 31, 2025 (Year under review). Consolidated performances of the Company, and its Subsidiaries have been referred to wherever required.

1. Financial Summary for the year ended March 31, 2025 (Rs. in Millions)

2. Dividend

The Company adheres to its Dividend Distribution Policy, which outlines the various criteria the Board may consider when recommending or declaring a dividend, as well as the use of retainedprofits, with Regulation

43 of the Listing Regulations. The Dividend Distribution Policy, as per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available on the Company's website at https://www.uds.in/webroot/media/ relatedlinkfiles/dividend-distribution-policy-file-8476.pdf.

The Board has decided to retain the profits earned during the year to support business expansion initiatives and, therefore, has not recommended a dividend.

During the year under review, the Company executed following mergers and amalgamations:

As part of its ongoing efforts to optimize organizational efficiency and streamline operations, the Company successfully completed the amalgamation of Integrated Technical Staffing and Solutions Private Limited ("Transferor Company") with Wynwy Technologies Private Limited ("Transferee Company"), a wholly owned subsidiary of Updater Services Limited ("the Company"), during the year under review. This strategic initiative, carried out under the provisions of Sections 230 to 232 of the Companies Act, 2013, was aimed at consolidating business operations, reducing structural redundancies, and enhancing the collective service capabilities of the entities involved.

Pursuant to the approval granted by the Regional Director vide order dated December 06, 2024, the Scheme became effective, resulting in the smooth transfer of all assets, liabilities, and undertakings of the Transferor Company to the Transferee Company. This amalgamation has strengthened the Group's operational agility, improved internal alignment, and is expected to drive long-term strategic and financial

During the year under review, the Company undertook a significant strategic business reorganization aimed at streamlining operations and enhancing overall efficiency. As part of this initiative, a Scheme of Amalgamation was proposed for the merger of Stanworth Management Private Limited and Tangy Supplies & Solutions Private Limited (collectively referred to as the "Transferor Companies") with Updater Services Limited ("Transferee Company"). The Board of Directors of the Company approved the said Scheme of Amalgamation at their meeting held on May 20, 2024, in accordance with the provisions of Sections 230–233 of the Companies Act, 2013. The proposed merger was intended to consolidate business operations, optimize resource utilization, eliminate duplicative processes, and create operational synergies between the entities involved.

Following the internal approvals, the Company, increase in along with the Transferor Companies, jointly filed a petition before the Hon'ble National Company Law Tribunal (NCLT), Chennai Bench, seeking sanction of the Scheme under Sections 230–232 of the Companies Act, 2013. After reviewing all relevant submissions and ensuring compliance with applicable legal and procedural requirements, the Hon'ble NCLT, Chennai Bench, approved the Scheme of Amalgamation by its order dated May 8, 2025.

This merger is expected to strengthen the Company's capabilities, improve operational efficiency, and contribute to long-term value creation for stakeholders.

4. Review of Business Operations and Future Prospects Your Company has delivered a strong performance in Financial Year 2025. On a standalone basis, revenue from operations rose from Rs. 14,525.58 million to Rs. 15,917.29 million, marking a growth of 9.58% over the previous year. This reflects your continued focus on operational efficiency, client retention, and strategic execution. Your consolidated results further underscore the strength of the UDS Group. The performance of your subsidiary companies has been instrumental in driving overall growth and value. Consolidated revenue increased from Rs. 24,443.63 million to

Rs. 27,360.63 million, reflectinga healthy growth rate of 11.93%.

Consolidated profit before tax (PBT) grew significantlyfrom Rs. 845.83 million to Rs. 1,447.29 million, while net profit after tax (PAT) surged from Rs. 662.64 million to Rs. 1,189.77 million. This notable increase is primarily in line with our previous commentary by increasing our margins through contract optimization and operating leverage playing out.

On a standalone basis, your Company has posted exceptional profitability growth. before tax rose sharply from Rs. 426.01 million to Rs. 994.62 million, registering an impressive

133.47% increase. This performance reflects your robust business fundamentals, disciplined financial management, and relentless pursuit of operational excellence.

Your Company has shown massive and consistent growth and operational strength. The Board of Directors remains optimistic about the

Company's future prospects and is confident of achieving improved performance with a profitability revenueand significant in the Financial Year 2025–26.

5. Material changes and commitment if any affecting the financial position of the company which have occurred between the end of the financialyear to which this financial statement the report No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial to which the Company's financial statements relate and the date ofthe report.

6. Transfer to Reserve

Your Company has transferred Rs. 793.31million to the retained earnings during the financial year ending March 31, 2025. Your Company did not have any amounts due or outstanding as at Balance Sheet date to be credited to the Investor Education and Protection Fund.

7. Transfer to Reserve

The shares of your Company are listed in National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and the stock code is as follows:

BSE Scrip Code 543996 NSE Code UDS

Your Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to

National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) where the Company's Shares are listed.

8. Change in the Nature of Business

Your Company continues to operate in two segments as mentioned below and there has been no change in the nature of business of the Company during the period under review. Company's operation in two broad segmentsis as follows;

1. Integrated facilities management - IFM and

2. Business support services - BSS.

9. Share Capital

During the year, the paid-up share capital of the Company has allotted 4,875 equity shares of Rs.10/- each on account of allotment of shares against the Updater Employee Stock Option Plan

2022" ("ESOP PLAN - 2022"/"PLAN") At the end of the current financial year, the Company's paid-up equity share capital stood at Rs. 66,95,32,410/-, consisting of 6,69,53,241 fully paid-up equity shares of Rs. 10/- each.

Rs. In Millions

11.Statement concerning development and implementation of risk management policy of the company The Board has established a strong audit committee, internal auditors, and other control mechanisms to foster a secure control environment within the company. It routinely evaluates the policies, procedures, and technology within the control framework to ensure they are operating as designed. Should any incidents occur, despite these controls, or if an incident is reported or detected, the Board takes immediate note of the matter and ensures a prompt investigation and follow-up actions to ensure the controls remain effective and risks are managed properly.

Over the course of the year, the Directors have reviewed the Company's enterprise-wide risk management framework concerning its business activities. The Board believes that these have to be constantly evaluated and improvements to be made based on the changing technology and business environment.

The Risk Management Policy is posted on the Company's website at https://www. uds.in/webroot/media/relatedlinkfiles/risk-management-policy-file-1181.pdf

In accordance with the provisions of Section 135 of the Companies Act, 2013, and Schedule VII of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility (CSR) Committee to recommend the policy on CSR and oversee the implementation of CSR projects and programs. The CSR Committee ensures that the CSR activities align with the interests of the Company, its stakeholders, and the society at large.

(a) CSR Policy

The CSR Policy, approved by the Board of Directors, is designed to ensure the Company's commitment towards addressing key social issues through impactful initiatives in line with the goals specified under Schedule VII of the

Companies Act, 2013. The policy outlines the

Company's strategy, vision, and long-term objectives for CSR activities, and it is available for reference on the Company's website at the following link: UDS CSR Policy.

(b) CSR Projects/Programs

In line with the CSR Policy, the Company has implemented a series of projects and programs focused on the following key areas:

1. Education & Skill Development

Programs aimed at promoting education and providing skills training to underprivileged communities, with an emphasis on children, women, and differently-abled individuals.

2. Healthcare

Initiatives focused on providing medical aid, healthcare facilities, and awareness programs to marginalized populations, particularly in rural and underserved areas.

3. Environmental Sustainability

Projects aimed at conserving natural resources, promoting green energy solutions, and encouraging sustainable development practices.

The CSR Committee has reviewed the implementation of these initiatives and ensured that the necessary resources and measures were provided to achieve the desired impact.

As per Section 135(4)(a) of the Companies Act, 2013, and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities for the financial year ended March

31, 2025, is annexed as Annexure I to this report. This detailed report outlines the CSR projects and initiatives undertaken by the Company during the year, the resources allocated, and the outcomes achieved, providing transparency and accountability in the Company's CSR endeavors.

The meeting was held on March 21, 2025.

13.Particulars of Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013 Details of loans and advances granted, investments made pursuant to the provisions of Section 186 of the Companies Act, 2013, and Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are disclosed in Notes to Accounts forming part of the financial statements, as presented in the Annual Report. Details with reference to guarantees are given in Annexure II.

14.Related Party Transactionsthe Companies Act, 2013 During the Financial Year 2024-25, all Related

Party Transactions were conducted on an arm's length basis and in the ordinary course of business. No material significantRelated or

Party Transactions required shareholder approval under Section 188 of the Companies Act, 2013, or Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The Audit Committee has granted prior Omnibus approval for recurring related party transactions, based on criteria approved by the Board. For unforeseen transactions, approval from the Audit Committee is obtained, provided the transaction value does not exceed Rs. 1 Crore per transaction in a financial year.

A detailed statement of all related party transactions is submitted to the Audit Committee and the Board of Directors for approval on a quarterly basis. As per Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company reports on related party transactions has filed with the Stock Exchange(s).

None of the related party transactions fall under the scope of Section 188(1) of the Companies Act, 2013. In accordance with Section 134(3) (h) and Rule 8(2) of the Companies (Accounts) Rules, 2014, no transactions need to be reported under Section 188(1) of the Companies Act, 2013.

In Point x(a) of the standalone auditor's report, as of March 31, 2025, the Company still has an unutilised IPO fund balance of Rs. 1.14 million and the same has been carried forward for utilization, in accordance with applicable laws, as determined by the Board of Directors.The detail of the unutilised fund balance is mentioned below:

*In this regard, the unutilised IPO fund balance has been carried forward for utilization, in accordance with applicable laws, as determined by the Board of Directors.

Apart from the above, the report does not include any qualifications, reservations, adverse remarks, or disclaimers. The auditors have also reported no instances of fraud under sub-section (12) of Section

143.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. A.K Jain & Associates (FRN: P2000TN000100), Practising Company Secretaries, Chennai, was appointed as Secretarial Auditor for FY 2024-25 by the

Board in its meeting held on January 27, 2025, upon recommendation by the Audit Committee.

The Form No. MR-3 report of the Secretarial

Auditor has been circulated to the Board of Directors. The Secretarial Audit Report issued by M/s.A K Jain & Associates is annexed and forms a part of this Report in Annexure III.

The Secretarial Audit Report does not contain any reservation or adverse remark for the year under review. Further, the Company complies with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs

(MCA). Further the Secretarial Audit report of the material subsidiaries is disclosed as Annexure III and on the website of the Company.

As per the requirement of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Annual Secretarial Compliance report of the company annexed with the report as Annexure IV. The Audit Committee and Board have evaluated and recommend the appointment of M/s. A.K Jain & Associates, Peer Reviewed Practicing Company Secretary, (Firm Registration No. P2000TN000100), as the Secretarial Auditor of the Company, for five years (First period of

Term) commencing from April 01, 2025, until March 31, 2030, subject to the approval of the Shareholders.

M/s. Protiviti India Member Private Limited were appointed as the Internal Auditors for the fiscal year 2024-25, based on the recommendation of the Audit Committee, by the Board of Directors at their meeting held on August 5, 2024. The Internal Audit Reports are submitted to the Audit Committee on a quarterly basis for review and any suggestions. The Audit Committee regularly evaluates the performance of the internal audit function.

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, does not apply to the Company and accordingly, such accounts and records are not maintained.

19.Details in respect of frauds reported by Auditors under section 143(12) other than those which are reportable to the Central Government During the year under review, there were no instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and rules made there under by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore, no details are required to be disclosed under Section 134(3) of the Act.

In compliance with Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures as required is included as Annexure V and forms an important part of this

Report.

The statement containing the details of the top 10 employees on the payroll and the particulars of employees employed throughout the year earning a remuneration of Rs. 10.20 Million or more annually, as well as part-time employees earning

Rs. 0.85 Million or more per month, as mandated by Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is an integral part of this Report. However, in accordance with Section 136 of the Act, this information is not being sent along with the Annual Report to the members. Members who wish to obtain these details may contact the Company Secretary at the Registered Office of the Company.

The Annual Return in Form MGT-7 as prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of Companies (Management and Administration) Rules, 2014, as amended, is disclosed on the website of the Company https://www.uds.in/ related-links/annual-return.

22.Number of Meetings conducted during the year under review The Board met 6 times during the financial year ended March 31, 2025, as per the details furnished in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Your Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

Audit Committee

During the year under review, the Committee met 4 times for the financial year ended March 31, 2025. The composition of the Audit Committee is in compliance with the provision of Section 177 of the Companies Act 2013 read with the rules there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the constitution and scope of Audit Committee, terms of reference and the meetings held during the financial year is set out in the

Corporate Governance Report.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

During the year under review, the Committee met 3 times for the financial year ended March

31, 2025. The Composition of Nomination and Remuneration Committee is in compliance with the provision of Section 178 of Companies Act 2013 read with rules made thereunder and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the constitution and scope of the Nomination and Remuneration Committee, terms of reference and the meetings held during the financial year is set out in the

Corporate Governance Report.

During the year under review, all the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

The Policy can be accessed from our website https://www.uds.in/webroot/media/ relatedlinkfiles/nomination-and-remuneration-policy-file-1098.pdf. A formal Annual Evaluation by the Board was done as per the Board Evaluation Policy.

During the year under review, the Committee met 1 time for the financial year ended March

31, 2025. The Composition of Stakeholders Relationship Committee is in compliance with the provision of Companies Act 2013 read with rules made thereunder and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the constitution and scope of the Stakeholders Relationship Committee, terms of reference and the meetings held during the out in the Corporate Governance Report. During the year under review, all the recommendations made by the Stakeholders Relationship Committee were accepted by the Board.

During the year under review, the Committee met 2 times for the financial year ended March

31, 2025. The Composition of Risk Management Committee is in compliance with the provision of Companies Act 2013 read with rules made thereunder and Securities Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations 2015. The details of the constitution and scope of the Risk Management Committee, terms of reference and the meetings held during the financial year is set out in the Corporate Governance Report.

During the year under review, all the recommendations made by the Risk Management Committee were accepted by the Board. Corporate Social Responsibility Committee During the year under review, the Committee met 1 time for the financial year ended March

31, 2025. The Composition of Corporate Social Responsibility Committee is in compliance with the provision of Companies Act, 2013 read with rules made thereunder. The details of the constitution and scope of the Corporate Social Responsibility Committee, terms of reference and the meetings held during the financial year is set out in the Corporate Governance Report.

During the year under review, all the recommendations made by the Corporate Social Responsibility Committee were accepted by the Board.

IPO Committee

During the year IPO committee met to handle various matters pertaining to Initial Public Offer and to determine the utilisation of proceeds of the Fresh Issue and accept and appropriate proceeds of the Fresh Issue in accordance with the applicable laws and to settle all questions. Constitution of the IPO Committee and the

Committee meetings held during the financial year have been stated in the Corporate Governance Report.

Environmental Social Governance Committee (ESG)

During the year the Board of Directors at their meeting held on March 28, 2024, had approved the constitution of ESG committee. The Committee constituted to ensure effective implementation of the framework, demonstrate their commitment to sustainability, social responsibility and corporate governance, and enhance stakeholder trust and confidence in their reporting practices. It plays a crucial role in promoting responsible business practices, managing ESG risks, enhancing stakeholder engagement, and driving long-term value creation for the company and society as a whole. The details of the same have been stated in Corporate Governance report.

The Independent Directors of the Company had met on March 21, 2025,for the financial year ended March 31, 2025, to review the performance of Non- Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and also assessed the quality, quantity and timeliness of flow of information between the company management and the Board without the presence of the Non-Independent Directors and members of the Management.

The Board, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remunerationas required under Section 178(3) of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The salient features of the Remuneration Policy are stated in the Corporate Governance Report. The Remuneration Policy approved by the Board of Directors is posted on the website of the Company https://www.uds.in/webroot/media/ relatedlinkfiles/nomination-and-remuneration-policy-file-1098.pdf

The company believes that building an inclusive and diverse culture is essential to its success. To maintain our competitive edge, a diverse Board will have advantage of differences in viewpoint, knowledge, experience in the industry, geographic background, age, race, ethnicity, gender, and knowledge and skills.

These include expertise in financial services, global business, leadership, technology, mergers and acquisitions, Board service, strategy, sales and marketing, Environment, Social and Governance (ESG), risk, and cybersecurity, among other areas. The Board has established a Board Diversity Policy considering the value of varied membership. The Policy guarantees sufficient diversity within its Board of Directors, facilitating their effective operation and promote distinct cognitive processes at the rear with a range of management and industrial experience.

The policy is made available on the Company's website at https://www.uds.in/webroot/media/ relatedlinkfiles/uds-board-diversity-policy-file-1713.pdf

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis;

(e ) The Company laid down Internal Financial Controls and such internal financial controls are adequate and these were operating effectively; and

(f ) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company has no Associates, and it has not entered into Joint Venture with any other Company during the financial year under review. However, the Company has the following subsidiary Companies as on March 31, 2025:

* During the Financial Year2024-25,M/s.IntegratedTechnicalStaffingand Solutions Private Limited

("Transferor Company") was merged with M/s. Wynwy Technologies Private Limited ("Transferee Company") pursuant to the approval granted by the Regional Director on December 6, 2024. Accordingly, as of March 31, 2025, the Transferor Company stands amalgamated.

# During the Financial Year 2024–25, M/s. Tangy Supplies & Solutions Private Limited and M/s. Stanworth Management Private Limited (collectively referred to as the "Transferor Companies") were merged with M/s. Updater Services Limited (the "Transferee Company") pursuant to the approval granted by the Hon'ble National Company Law Tribunal (NCLT), Chennai Bench, on May 8, 2025. Accordingly, as of March 31, 2025, the Transferor Companies have been formally amalgamated with the Transferee Company.

Pursuant to section 129 and Rule 5 of the Companies (Accounts) Rules 2014, the Financial Performance of the above-mentioned Subsidiary Companies is furnished in Form AOC 1 which is enclosed as

Annexure VI as part of this Report.

During the period under report, as per Section 129(3) of theCompanies Act, 2013, read with Rule

5 and Rule 8(1) of theCompanies (Accounts) Rules, 2014, the Subsidiaries auditedannual financial statements and related information,wherever applicable, will be made available to shareholdersupon request and will also be available for inspectionduring regular business hours at the registered office ofthe Company. The audited annualfinancialstatementsshall also be available on the website of the

Company.

Pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has adopted the regulations and formulated a Policy for determining Material Subsidiaries and the said policy is available on the Company's website at https://www.uds.in/webroot/media/relatedlinkfiles/material-subsidiary-policy-file-1679.pdf.

During the year under review, the Company has neither invited nor accepted deposits from the Public/ Members under Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount on account of principal or interest on deposits from public were outstanding as on the date of the balance sheet.

During the financial year under review, there werechanges in the designation of a directors as outlined below. Aside from this, there were no appointments or resignations of Directors or Key Managerial

Personnel during the financial year.

Mr. Raghunandana Tangirala (DIN : 00628914), Managing Director and Chairperson shall retire from the board this year and, being eligible, shall be recommended for reappointment in the 22^nd Annual General Meeting of the Company.

Proper and adequate internal control systems pertaining to financial statements have been adopted by your company. Your company ensures that existing internal controls serve to assist the operations in the best possible manner and discrepancies are reduced to the least possible extent, resulting in maximum effectiveness of the operations. During the year, such controls were tested, and it was observed that they were operating effectively.

32. Corporate Governance and Shareholders Information Your Company has diligently complied with all the requirements set forth in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Annual Report includes a detailed Corporate Governance report.

Additionally, a certificate from the Practising

Company Secretary, verifying adherence to the

Corporate Governance conditions as specified under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to this Report as Annexure VII.

33. Criteria for making payments to Non-Executive Directors The Nomination and Remuneration Committee and the Board of Directors considered the following criteria while deciding on the payments to be made to Non-Executive Directors:

Company's Performance.

Maintaining independence and adhering to

Corporate Governance laws.

Contributions during meetings and guidance to the Board on important Company policy matters.

Active participation in strategic decision-making and informal interaction with the management.

The criteria for making payment to Non-

Executive Directors is available on the website of the Company at : https://www.uds.in/webroot/ media/relatedlinkfiles/uds-criteria-for-making-payment-to-non-executive-directors-file-8584. pdf

The Company has a familiarization programme for Independent Directors under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. It aims to provide Independent Directors Company insight to enable understanding of the business in depth and contribute significantly to the Company. Overview and details of the programme for Independent Directors have been updated on https://www.uds.in/related-links/familiarization-programme.

Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section and forms an integral part of this Report.

As stipulated under Regulation 34(2)(f) of the Listing Regulations, the Company's report on Business Responsibility and Sustainability describing the initiatives taken by the Company from environmental, social and governance perspectives forms a part of this Report as

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 16 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that the Independent Directors of the Company continues to meet the criteria of their Independence laid down in Section 149(6) including the confirmations that their names have been included in the Data Bank maintained by the Indian Institute of Corporate Affairs and None of the Directors of the Company are disqualified from being appointed as Directors under Section 164(2) of the Act and Rule 14(1) of the

Companies Qualificationof (Appointment and

Directors) Rules, 2014.

22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 The Company has a policy on the prevention of sexual harassment at the workplace. It has duly constituted the Internal Complaints Committee (ICC), in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The ICC has been set up to redress any complaints received regarding sexual harassment and meets periodically. This was communicated to all employees for notification of any POSH related complaints. The POSH Policy covers all employees. During the year under review, the ICC did not have any complaints so far for the financial year 2024-25.

39. Employees Stock Option Scheme The company offers share-based incentives as part of its strategy to attract, retain, and motivate top talent. These stock options encourage employees to align their goals with the company's vision, thereby enhancing their contribution to the company's growth. The following Employee Stock Option Plans (ESOPs) have been established:

1. Updater Employee Stock Option Plan 2019

2. Updater Employee Stock Option Plan 2022

3. Updater Employee Stock Option Plan 2022 – Second In accordance with the provisions under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, and Regulation 14 of SEBI (Share Benefitsand Based Employee

Sweat Equity) Regulations, 2021, the company has disclosed detailed information on stock options for the period ending March 31, 2025. This information has been uploaded to the company's official website atwww.uds.in As per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the company's Secretarial Auditor has issued a certificate confirming that the ESOPs have been implemented in compliance with the relevant regulations. This certificate will be presented at the upcoming Annual General Meeting for inspection by the shareholders.

Further details of the stock options granted and exercised during the year are provided in Notes of the Standalone Financial Statements.

40.Details and material orders of significant passed by the Regulators, Courts and Tribunals During the year under review, there were no and material order were passed by significant the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

41. Vigil mechanism/Whistle Blower Policy Pursuant to provisions of Section 177(9) of the Act and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, yourCompany has framed a vigil mechanism for directors and employees to report genuinely unethical and improper practices or any other wrongful conduct to the Audit Committee Chairman. The policy provides opportunities for employees to access the Audit Committee in good faith if they observe unethical and improper practices. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Whistle-

Blower Policy is put on the Company's website and can be accessed at : https://www.uds.in/ webroot/media/relatedlinkfiles/whistle-blower- policy-file-1565.pdf

The Company has not received any complaints under the Whistle Blower Policy during the Financial year ended March 31, 2025.

42. Code for prevention of Insider Trading The Company has implemented a Code of Prevention of Insider Trading to govern the trading activities of its Promoters, Directors, and Designated Persons, and their immediate relatives ensuring that they comply with the regulations related to insider trading. This Code mandates the need for pre-clearance before engaging in transactions involving the Company's shares. Additionally, it strictly prohibits the purchase or sale of shares by the individuals when they possess unpublished price-sensitive information (UPSI) about the

Company or during periods when the Trading Window is closed.

The Code is available for public access on the Company's website via the following link: Code of Prevention of Insider Trading.

As part of its compliance with SEBI's regulations, the Company maintains a Structural Digital Database (SDD) to effectively track and monitor the sharing of UPSI. This system ensures that all necessary entries are made to safeguard the confidentiality of sensitive information. Furthermore, comprehensive training on the compliance procedures under SEBI (Prohibition of Insider Trading) Regulations, 2015, is provided to all employees to ensure their understanding and adherence to the regulations.

43. Board Evaluation

In accordance with the Company's corporate governance policies, an annual performance evaluation of each Board member, the nilas well as the overall functioning of the Board and its Committees, is required. As mandated by the provisions of the relevant Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors conducted the annual evaluation for the financial year 2024-25. This included evaluating the Company, its committees and individual Directors, including the Chairman of the Board. A structured questionnaire was designed to assess various aspects of the Board's performance.

A separate evaluation process was conducted for individual Directors, including the Chairman of the Board. The evaluation of Independent Directors was carried out by the entire Board, excluding the Independent Directors being assessed.

Additionally, the Board assessed the compliance of the Company's Independent Directors with the independence requirements outlined in the Listing Regulations, as well as their separation from management.

The performance of Non-Independent Directors, the Board as a whole, and the Chairman was evaluated during a separate meeting of Independent Directors, held on March 21, 2025, in accordance with Regulation 25(7) of the Listing Regulations. The evaluation process considered the feedback and views of both

Executive and Non-Executive Directors.

44. Compliance with the provisions of Secretarial Standards During the year, your company is in compliance with the mandatory secretarial standards specified by the Institute of Company Secretaries of India.

During the year under review there were no application made, or any proceedings were instigated under the Insolvency and Bankruptcy Code, 2016.

46. Loans from Banks or Financial Institutions and settlement thereof During the year under review, there were no instances of one-time settlements or valuations conducted while securing loans from banks or financial institutions.

47. Statement of Deviation or Variation The Company raised capital through Initial Public offering and listed its securities on October 04,

2023. The Company filed of deviation report for every quarter pursuant to Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There is no deviation in the usage of the funds.

48. Alteration of Memorandum and Articles of Association During the year under review, there were no alterations made in the Memorandum of Association and Articles of Association of the Company.

Statements in this Board's Report and Management Discussion and Analysis Report describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include changes in Government regulations, Tax regimes, economic developments within India and other ancillary factor.

Your Directors would like to take this opportunity to express their sincere appreciation for the unwavering commitment and hard work of all employees who have consistently discharged their duties with dedication, ensuring the company's interests are well safeguarded. The leadership team, alongside the dedicated and experienced employees, has played a vital role in ensuring the company's performance remains strong and continues to be among the top in its peer group. The Directors also extend their gratitude to the Management Team for their continued efforts.

Additionally, the Directors would like to acknowledge with sincere thanks the support provided by all Bankers, Business Associates, Consultants, and various Government Authorities throughout the year. The Directors also wish to convey their heartfelt appreciation to the shareholders for the trust and confidence they have placed in the company.