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 (' 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
retained profits, in accordance 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.

3. Mergers & Amalgamations

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

I. Scheme of Amalgamation of Integrated
Technical Staffing and Solutions Private
Limited ("Transferor Company") with
Wynwy Technologies Private Limited
("Transferee Company"), wholly owned

subsidiary of Updater Services Limited
("the Company")

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 value.

II. 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")

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,
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 ' 14,525.58
million to ' 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 ' 24,443.63 million to
' 27,360.63 million, reflecting a healthy growth
rate of 11.93%.

Consolidated profit before tax (PBT) grew
significantly from ' 845.83 million to ' 1,447.29
million, while net profit after tax (PAT) surged
from ' 662.64 million to ' 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. Profit
before tax rose sharply from ' 426.01 million
to ' 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
significant increase in revenue and profitability
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 financial year to which this
financial statement relates and the date of
the report

No material changes or commitments affecting
the financial position of the Company have
occurred between the end of the financial year
to which the Company's financial statements
relate and the date ofthe report.

6. Transfer to Reserve

Your Company has transferred ' 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:

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 '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 ' 66,95,32,410/-, consisting of 6,69,53,241
fully paid-up equity shares of ' 10/- each.

10. Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings
and Outgo

(A) Conservation of energy:

(B) Technology absorption:

(C) Foreign Exchange Earnings and Outgo:

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

12.Corporate Social Responsibility

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.

Annual Report on CSR Activities

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 or significant Related
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 ' 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
has filed reports on related party transactions
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.

The policy on Materiality ofRelated Party
Transactions, as approved by the Board
ofDirectors, is available on the Company's
website at https://www.uds.in/webroot/media/
relatedlinkfiles/materiality-of-related-party-
policy-file-1473.pdf

15.Statutory Auditors

M/s. BSR & Co. LLP, Chartered Accountants,
(Firm Registration No. 101248W/W-100022) are
the Statutory Auditors of the Company. They
were appointed by the Shareholders at the 20^th
Annual General Meetingand shall hold the office
till the conclusion of the 25^th Annual General
Meeting.

The standalone report issued by the Auditors to
the members for the financial year ended March
31, 2025, contains the following qualification,
reservation or adverse remark or disclaimer:

• In Point vii(a) of the standalone auditor's
report, as of March 31, 2025, an undisputed
amount payable in respect of Labour Welfare
Fund ('LWF') Act, were in arrearsfor a period
of more than six months from the date they
became payable. The detail of the said amount
is mentioned below:

• 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.

16.Secretarial Auditor

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 a period of five years (First
Term) commencing from April 01, 2025, until
March 31, 2030, subject to the approval of the
Shareholders.

17.Internal Auditor

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.

18. Maintenance of Cost Records

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.

20. Particulars of Employees

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 Vand 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 ' 10.20 Million or more
annually, as well as part-time employees earning
' 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.

21. Annual Return

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
•orate Governance Report.

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

Nomination and Remuneration Committee

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.

Stakeholders Relationship Committee

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 financial year is set
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.

Risk Management Committee

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.

23.Separate Meeting of Independent Directors

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.

24. Remuneration Policy

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

25. Board Diversity

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

26.Directors Responsibility Statement

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.

27.Subsidiaries, Joint Ventures and Associates

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 Year 2024-25, M/s. Integrated Technical Staffing and 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 annual financial statementsshall also be available on the website of the
Company.

28. Policy for determining Material Subsidiaries:

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.

29. Deposits

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.

30. Directors and Key Managerial Personnel

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.

Director liable to retire by rotation

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.

31. Adequacy of Internal Financial Controls with reference to Financial Statements

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

34. Familiarisation programme

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.

35. Management Discussion and Analysis
Report

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.

36. Business Responsibility and Sustainability
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
Annexure VIII.

37. Declaration of Independence

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 (Appointment and Qualification of
Directors) Rules, 2014.

38. Disclosures as required under Section
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 Based Employee Benefits and
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 at www.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 of significant and material orders
passed by the Regulators, Courts and
Tribunals

During the year under review, there were no
significant and material order were passed by
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, as 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.

45. Proceedings pending under Insolvency and
Bankruptcy Code, 2016

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 the nil statement 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.

49. Cautionary Statement

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.

50. Acknowledgement

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.

For and on behalf of the Board of Directors

sd/-

Raghunandana Tangirala

Chairman and Managing Director

Place : Chennai DIN: 00628914

Date : May 24, 2025