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Updater Services Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 1688.76 Cr. P/BV 1.89 Book Value (Rs.) 133.47
52 Week High/Low (Rs.) 439/240 FV/ML 10/1 P/E(X) 14.22
Bookclosure EPS (Rs.) 17.74 Div Yield (%) 0.00
Year End :2025-03 

p. Provisions

Provisions are recognised when the Company
has a present obligation (legal or constructive)
as a result of a past event, it is probable that an
outflow of resources embodying economic benefits
will be required to settle the obligation and a
reliable estimate can be made of the amount of
the obligation. Expected future operating losses
are not provided for.

When the Company expects some or all of its
provision to be reimbursed, for example, under

an insurance contract, the reimbursement is
recognised as a separate asset, but only when the
reimbursement is virtually certain. The expense
relating to a provision is presented in the statement
of profit and loss net of any reimbursement.

The amount recognised as a provision is the best
estimate of the consideration required to settle
present obligation at the end of reporting period,
taking into account the risk and uncertainty
surrounding the obligation. When a provision is
measured using the cash flows estimated to settle
the present obligation, its carrying amount is the
present value of these cash flows (when the effect
of the time value of money is material). When some
or all of the economic benefits required to settle
a provision are expected to be recovered from a
third party, a receivable is recognised as an asset
if it is virtually certain that reimbursement will
be received and the amount of receivable can be
measured reliably.

q. Onerous contract

If the Company has a contract that is onerous, the
present obligation under the contract is recognised
and measured as a provision. However, before
a separate provision for an onerous contract
is established, the Company recognises any
impairment loss that has occurred on assets
dedicated to that contract.

An onerous contract is a contract under which
the unavoidable costs (i.e., the costs that the
Company cannot avoid because it has the contract)
of meeting the obligations under the contract
exceed the economic benefits expected to be
received under it. The unavoidable costs under
a contract reflect the least net cost of exiting
from the contract, which is the lower of the cost
of fulfilling it and any compensation or penalties
arising from failure to fulfil it. The cost of fulfilling
a contract comprises the costs that relate directly
to the contract (i.e., both incremental costs and
an allocation of costs directly related to contract
activities).

r. Contingent liabilities and Contingent
Assets

Contingent liability is disclosed for,

a) Possible obligation which will be confirmed
only by future events not wholly within the
control of the Company or

b) Present obligations arising from past events
where it is not probable that an outflow
of resources will be required to settle the
obligation or a reliable estimate of the
amount of the obligation cannot be made.
Contingent assets are not recognised in the
financial statements.

Contingent asset is not recognised in Standalone
financial statements since this may result in the
recognition of income that may never be realised.
However, when the realisation of income is virtually
certain, then the related asset is not a contingent
asset and is recognized. Contingent assets are
disclosed in the Financial Statements by way of
notes to accounts when an inflow of economic
benefits is probable.

s. Cash and cash equivalents

Cash and cash equivalent in the balance sheet
comprise cash on hand, balance with banks and
short-term deposits with an original maturity of
three months or less, that are readily convertible
to a known amount of cash and subject to an
insignificant risk of changes in value.

t. Borrowing cost

Borrowing costs directly attributable to the
acquisition, construction or production of an
asset that necessarily takes a substantial period
of time to get ready for its intended use or sale
are capitalised as part of the cost of the asset. All
other borrowing costs are expensed in the period
in which they occur. Borrowing costs consist of
interest and other costs that an entity incurs in
connection with the borrowing of funds. Borrowing
cost also includes exchange differences to the
extent regarded as an adjustment to the borrowing
costs.

u. Share-based payments

Employees (including senior executives) of the
Company receive remuneration in the form of
share-based payments, whereby employees render
services as consideration for equity instruments
(equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined
by the fair value at the date when the grant is made
using an appropriate valuation model. Further
details are given in Note 30.

That cost is recognised, together with a
corresponding increase in share-based payment
(SBP) reserves in equity, over the period in
which the performance and/or service conditions
are fulfilled in employee benefits expense. The
cumulative expense recognised for equity-settled
transactions at each reporting date until the
vesting date reflects the extent to which the
vesting period has expired and the Company's best
estimate of the number of equity instruments that
will ultimately vest. The expense or credit in the
statement of profit and loss for a period represents
the movement in cumulative expense recognised
as at the beginning and end of that period and is
recognised in employee benefits expense.

Service and non-market performance conditions
are not taken into account when determining the
grant date fair value of awards, but the likelihood
of the conditions being met is assessed as part
of the Company's best estimate of the number of
equity instruments that will ultimately vest. Market
performance conditions are reflected within the
grant date fair value. Any other conditions attached
to an award, but without an associated service
requirement, are considered to be non-vesting
conditions. Non-vesting conditions are reflected in
the fair value of an award and lead to an immediate
expensing of an award unless there are also service
and/or performance conditions.

No expense is recognised for awards that do not
ultimately vest because non-market performance
and/or service conditions have not been met.
Where awards include a market or non-vesting
condition, the transactions are treated as vested
irrespective of whether the market or non¬
vesting condition is satisfied, provided that all
other performance and/or service conditions are
satisfied.

When the terms of an equity-settled award are
modified, the minimum expense recognised is
the grant date fair value of the unmodified award,
provided the original vesting terms of the award
are met. An additional expense, measured as at
the date of modification, is recognised for any
modification that increases the total fair value of the
share-based payment transaction, or is otherwise
beneficial to the employee. Where an award is
cancelled by the entity or by the counterparty, any
remaining element of the fair value of the award is
expensed immediately through profit or loss. The
dilutive effect of outstanding options is reflected

as additional share dilution in the computation of
diluted earnings per share

v. Share capital

Incremental costs directly attributable to the issue
of equity shares are recognised as a deduction
from equity. Income tax relating to transaction
costs of an equity transaction is accounted for in
accordance with Ind AS 12.

w. Business combination

Business combinations involving entities or
businesses in which all the combining entities
or businesses are ultimately controlled by the
same party or parties both before and after the
business combination and where that control is
not transitory are accounted for as per the pooling
of interest method. The business combination
is accounted for as if the business combination
had occurred at the beginning of the earliest
comparative period presented or, if later, at the
date that common control was established; for
this purpose, comparatives are revised. The assets
and liabilities acquired are recognised at their
carrying amounts. The identity of the reserves is
preserved, and they appear in the consolidated
financial statements of the Company in the same
form in which they appeared in the financial
statements of the acquired entity. The difference,
if any, between the consideration and the amount
of share capital of the acquired entity is transferred
to capital reserve.

2.3 Standards issued but not yet
effective

Ministry of Corporate Affairs ("MCA") notifies
new standards or amendments to the existing
standards under Companies (Indian Accounting
Standards) Rules as issued from time to time.
During the year ended March 31, 2025, MCA has
not notified any new standards or amendments to
the existing standards applicable to the Company.

4 Investments (continued)

Notes:

a) Athena BPO Private Limited ('Athena'): During
the year ended March 31, 2023, the Company
had acquired 57% equity ownership in Athena
at an investment of INR 1,437.74 million as
equity share capital. Athena is in the business
of providing business process outsourcing
(BPO) services to Banking, Financial Services
and Insurance companies. Investment recorded
included an amount of INR 272.15 million (March
31, 2024: INR 586.74 million) on account of
obligation to purchase future shares, recognised
pursuant to Shareholder's Agreement between
the Company and the erstwhile promoters of
Athena. The obligation has been remeasured and
the corresponding fair value change has been
accounted in the Statement of profit and loss.
(Refer Note 19 and Note 24).

During the year ended March 31, 2025, the
Company has de-recognised investment towards
Tranche III and Tranche IV consideration payable
pursuant to buy-back of shares in Athena
aggregating to INR 123.70 million.

b) Denave India Private Limited ('Denave')
- During the year ended March 31, 2022, the
Company had acquired 52% equity ownership in
Denave at an investment of INR 629.96 million as
equity share capital. Denave is primarily engaged
in the business of providing sales enablement
& other support and staffing services to various
industries. Investment recorded during the earlier
years included an amount of INR 123.20 million
of put option liability on account of option to
purchase additional shares in future pursuant to
Shareholder's Agreement between the Company
and the erstwhile promoters of Denave.

As at March 31, 2023, the Company had an obligation
to buy additional 24% stake in Denave for Tranche
II as per the terms of the share purchase agreement
and addendums thereto entered with promoters of
Denave, and the Company had recorded additional
investment of INR 644.30 million during the year
ended March 31, 2023 towards Tranche II.

During the year ended March 31, 2024, the
Company had de-recognised investment towards
Tranche II consideration pursuant to buy-back
of shares in Denave and investment by another
subsidiary company, viz, Matrix Business Services

India Private Limited ("Matrix') of INR 171.30
million and INR 250.00 million respectively. As at
March 31, 2024, the Company had an obligation
to buy the remaining stake in Denave as per the
terms of the share purchase agreement entered
with promoters of Denave. Consequently, the
Company had recorded additional investment of
INR 630.91 million during the year ended March
31, 2024 towards the Third and Final tranche.

The derivative option was remeasured and the
corresponding fair value charge by way of charge
of INR 43.30 million was recorded in the Statement
of Profit and loss for the year ended March 31,
2024 (also refer Note 6, Note 19 and Note 25).

c) During the year ended March 31, 2025, the
Company had recorded an investment of INR 2.65
million (March 31, 2024: INR 2.65 million) towards
commission for corporate guarantee of INR 265.00
million given by the Company to the bankers on
behalf of Global Flight Services Private Limited
("GFHSPL"). Also refer note 32.

d) During the earlier years, the Company
had performed an impairment assessment of
investments made and loans given to its subsidiary
company, viz, Wynwy Technologies Private
Limited ('Wynwy'), triggered due to Wynwy's
continuing losses incurred and negative net
worth. Consequent to the same, a provision for
impairment towards the entire carrying value of
non-current investments and loans was recorded
in the standalone financial statements. In this
connection, the impairment loss allowance was INR
224.65 million as at March 31, 2024. Also refer
Note 5 and Note 23.

During the year ended March 31, 2025, the
Regional Director, Ministry of Corporate affairs
vide Order dated December 6, 2024 has approved
the Scheme of Amalgamation between Integrated
Technical Staffing and Solutions Private Limited
('ITSS') with Wywny. Pursuant to the aforesaid
merger of ITSS, a profit making entity, with Wynwy
and its future business plans, management carried
out a comprehensive impairment assessment
taking into consideration the revised projections
based on the requirements of Indian Accounting
Standards. Based on such assessment carried out,
management has recorded a reversal towards
provision for impairment loss recorded in the
earlier periods of INR 224.65 million for the
year ended March 31, 2025 and the same has

J

been disclosed as an 'exceptional item' in these
standalone financial statements. Also refer note 5.

In carrying out this assessment, management
has determined the recoverable value of1 such
investments based o is key assumpti ons as set out:
below:

UDS by the National Company Law Tribunal dated
May 8, 2025, the Company has accounted for the
effect of1 amalgamation as pier the the pooling of
interest method under Ind AS 103 m the books
of the Company. Consequently, the Company lias
restated the comparative financial information from
the beginning of the preceding period (April 1,
2023) as per the requirements of Indian Accounting
Standards. Non-current investments of Stanworth
and Tangy amounting to INR 26.57 million and INR
1.00 million respectively have been cancelled to
give effect: to the aforesaid scheme. Also refer Note
36 for nhe effects of scheme og amalgamation.

(i) Fixed deposits under lien with various banks in respect of guarantees issued to third parties include INR 27.14 million as at March 31, 2025
(March 31, 2024: INR 16.77 million)

(ii) Balance includes an amount of INR 28.32 million as at March 31, 2025 (March 31, 2024: 170.63 million) held with ICICI Bank (Monitoring Agency
account and IPO Public issue account) as the IPO Public Issue Account.

(iii) Earmarked balances representing advances received from Government for a specified project of INR 0.04 million as at March 31, 2025 (March 31,
2024: INR 0.07 million). Such advances received are utilised only for the said project.

(iv) The balance of bank deposits (including interest accrued) mentioned above includes an amount of INR Nil as at March 31, 2025 (March 31, 2024:
10.10 million) held with various banks representing unutilised IPO proceeds.

(a) Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013.

(b) Capital Redemption Reserve

The Company has recognised Capital Redemption Reserve on buy-back of equity shares from its retained earnings. The amount in Capital Redemption Reserve is equal to the nominal amount
of the equity shares bought back. The Company can utilise in accordance with the provisions of the Companies Act, 2013.

(c) Share options outstanding account

The Company has established various equity-settled share-based payment plans for certain categories of employees of the Company. See Note 30 for further details on these plans.

(d) Retained earnings

Retained earnings represents profits generated and retained by the Company post distribution of dividends to the equity shareholders in the respective years. This reserve can be utilized for
distribution of dividend by the Company considering the requirements of the Companies Act, 2013.

(e) Amalgamation Adjustment Deficit Reserve

Excess balance of carrying value of investment in equity shares of Stanworth Management Private Limited ('SMPL') over and above the face value of such shares held.

30 Share-based payments

(See accounting policy in Note 2.2 (t))

a) Employee Share-option Plan - 2019

On April 17, 2019, 'Updater Employee Stock Option Plan' 2019 ("ESOP 2019") was approved by the Board ofDirectors and was also approved in the Extra-Ordinary General
Meeting of the members of the Company. The purpose of the ESOP 2019 is to reward the certain employees for their association, dedication and contribution to the goals of the
Company. The options issued under the plan has a term of 1-3 years as provided in the stock grant agreement and vest based on the terms of individual grants. When
exercisable, each option is convertible into one equity share.

Tranche I (A)

The Company has granted certain options during the previous year to the employees based on past performance of such employees and vesting condition being continued
employment with the Company as on date of vesting. (April 17, 2020)

Tranche I (B), II and III

The Company has granted certain options during the previous year with future performance of the Company as criteria which has been defined based on a matrix as per the
ESOP 2019 (for Tranche I (B), II and III). During the financial year 2021-22, the Company has modified the vesting conditions (other than market condition) stipulated with
respect to the options granted already pursuant to the Updater Employee Stock Option Plan 2019 [25-Sep-2020 & 25-Sep-2021] in a manner which is beneficial to employees.
The performance criteria stipulated in the grant letter issued to the employees was revised according to the actual performance achieved for the financial years 2019-20 and
2020-21 and consequently, the options granted to the eligible employees are vested with immediate effect. Accordingly, the ESOP reserve was created based on the revised
plan.

30 Share-based payments (continued)
b) (I) Employee Share-option Plan - 2022

The shareholders had approved two Employee Stock Option Schemes "Updater Employee Stock Option Plan 2022" and " Updater Employee Stock Option Plan 2022 -
Second" (“ESOP 2022” or “Plan”) on December 3, 2022, and March 4, 2023, respectively. The primary objective of the above two schemes is to reward certain employees of
Company and its subsidiaries for their association, dedication and contribution to the goals of the Company. Under the Scheme, 18,33,000 stock options were granted to the
said employees at an exercise price of INR 300 in multiple tranches. The options issued under the plan has a term of 1-4 years as provided in the stock options grant letter and
vest based on the terms of individual grants. When exercisable, each option is convertible into one equity share.

The Company has granted certain options during the year with future performance of the Company as criteria which has been defined based on a matrix as per the ESOP 2022
scheme. The performance criteria stipulated in the grant letter issued to the employees was based on pre determined EBITDA Target which will be communicated to employees
either in the March month of the previous financial year or at the beginning of the respective financial year. Also, the plan has a rollover to next financial year wherein catch
up opportunity of 1 more year is available in case the EBITDA Target is not achieved for a particular financial year. Further, management has considered future projections
and related estimates in determining the number of options expected to be vested and has accounted for the ESOP reserve accordingly.

The expense recognised (net of reversal) for share options during the year ended March 31, 2025 is INR 8.94 million [March 31, 2024 INR 36.07 million]. There are no
cancellations or modifications to the awards during the year ended March 31, 2025.

Terms and conditions of transactions with related parties:

The sales to and purchases from related party are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the period ended are
unsecured and interest free and settlement occurs in cash. This assessment is undertaken each financial year through examining the financial position of the related party and
the market in which the related party operates.

34 Operating segments

(See accounting policy in Note 2.2 (l))

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and
expenses that relate to transactions with any of the Company's other components, and for which discrete financial information is available. All operating segments’ operating
results are reviewed regularly by the Company's Managing Director (MD) to make decisions about resources to be allocated to the segments and assess their performance.

The Company is engaged in only one business i.e. facility management services. The entity’s chief operating decision maker considers the Company as a whole to make
decisions about resources to be allocated to the segment and assess its performance. Accordingly, the Company does not have multiple segments and these standalone financial
statements are reflective of the information required by the Ind AS 108 for facility management services.

Information in respect of geographical areas

The geographical information analyses the Company's revenues by the Company's country of domicile (i.e., India) and outside India. In presenting the geographical
information on segment revenue has been based on the geographical location of customers. The Company has only one geographical location based on location of assets and
hence the additional information relating to carrying amount of segment assets and cost to acquire tangible and intangible fixed assets based on location of assets has not been
disclosed.

35 Financial instruments - Fair values and risk management (continued)

A. Accounting classification and Fair values (continued)

There have been no transfers between the levels during the year ended March 31, 2025 and March 31, 2024.

Refer 2.2(h) to the standalone financial statements.

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following
three levels:

• Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2 - Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from
prices).

• Level 3 - Inputs are not based on observable market data (unobservable inputs).

** The Company has used Projected EBITDA of subsidiaries, EBITDA multiples, scenario analysis, Risk free rate, market return as inputs and Monte carlo simulation method
for valuation of liability payable to erstwhile promoters of acquired subsidiaries.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments, which is addressed through measures set out below:

- credit risk (see (B)(ii));

- liquidity risk (see (B) (iii)); and

- market risk (see (B)(iv))

i. Risk management framework

The Company’s Board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board of directors has
established the risk management committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly to
the Board of directors on its activities.

The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The Company’s risk
management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to
monitor such risks and compliance with the same. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s
activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all
employees understand their roles and obligations.

The Company's audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of
the risk management framework in relation to the risks faced by the Company.

ii. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses of
both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and
creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. The Company is exposed to credit risk
from Trade receivables, loans, cash and bank balances, and other financial assets.

35 Financial instruments - Fair values and risk management (continued)

ii. Credit risk (continued)

Trade receivables

In cases of customers where credit is allowed, the average credit period on such sale of services ranges from 1 to 90 days. The customer credit risk is managed by the
Company’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on the individual credit
limits are defined in accordance with this assessment and outstanding customer receivables are regularly monitored. The management believes that unimpaired amounts that
are past due are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. The impairment loss at the reporting dates
related to customers that have defaulted on their payments to the Company are not expected to be able to pay their outstanding dues, mainly due to economic circumstances.

Ind AS requires an entity to recognise in profit or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to
the amount that is required to be recognised in accordance with Ind AS 109. The Company assesses at each date of statements of financial position whether a financial asset
or a group of financial assets is impaired. Expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life
time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a age wise provision matrix which is prepared
considering the historical data for collection of receivables.

The concentration of credit risk is limited due to the customer base being large and unrelated. Further, the Company constantly evaluates the quality of trade receivable and
provides impairment loss on financial assets (trade receivables) based on expected credit loss model.

For movement of loss allowance in trade receivables, refer Note 9.

Cash and cash equivalents (including other bank balances)

The Company held cash and cash equivalents and margin money deposits with credit worthy banks and financial institutions as at the reporting dates which has been
measured on the 12-month expected loss basis. The credit worthiness of the banks and financial institutions are evaluated by the management on an ongoing basis and is
considered to be good with low credit risk.

Other financial assets

Other financial assets primarily consists of non-current bank deposits, security deposits, interest accrued on bank deposits and other receivables. The Company does not
expect any loss from non-performance by these counter-parties.

iii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The objective ofliquidity risk management is to maintain
sufficient liquidity and ensure that funds are available to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Company's reputation. The Company monitors its risk of a shortage of funds on a regular basis. The Company’s objective is to maintain a balance
between continuity of funding and flexibility through the use of bank overdrafts.

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the
management of the Company's short-term, medium-term and long-term funding and liquidity management requirements. The Company manages liquidity risk by
maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity
profiles of financial assets and liabilities.

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, including contractual interest.

35 Financial instruments - Fair values and risk management (continued)

iv. Market risk

Market risk is the risk ofloss of future earnings or fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial
instrument may change as a result of changes in the foreign exchange rates, interest rates and other market changes that affect market risk sensitive instruments. Market risk is
attributable to all market risk sensitive financial instruments including foreign currency receivables and payables. The Company is exposed to market risk primarily related to
foreign exchange rate risk (currency risk). The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising returns.

(a) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to
the risk of changes in foreign exchange rates relates primarily to the Company operating activities (when revenue or expense is denominated in a foreign currency). However
the net investment in subsidiaries are in Indian rupees, as a result there is no exposure to the risk of changes in foreign exchange rates. Consequently, the group does not uses
derivative financial instruments, such as foreign exchange forward contracts, to mitigate the risk of changes in foreign currency exchange rates in respect of is forecasted cash
flows and trade receivables.

(c) Price risk

The Company is mainly exposed to the price risk due to its investment in mutual funds. The price risk arises due to uncertainties about the future market values of these
investments. As at March 31, 2025, the investments in mutual funds amounts to INR 351.44 million. As regards Company's investments in unquoted equity investments, the
management contends that such investments do not expose the Company to price risks. In general, these securities are not held for trading purposes.

Sensitivity analysis:

For every 1% increase in price, profit before tax would be impacted by gain of approximately INR 3.51 million (March 31, 2024: INR Nil). Similarly, for every 1% decrease in
price there would be an equal and opposite impact on the profit before tax

36 Amalgamation

(See accounting policy in Note 2.2 (v))

a) Stanworth Management Private Limited ('SMPL') was a private limited company engaged in the business of providing facility management services. Tangy Supplies &
Solutions Private Limited ('TSSPL') was a private limited company engaged in the business of trading, dealing of housekeeping materials, equipments and stitching of
fabric materials. Both Stanworth and Tangy were wholly-owned subsidiaries of the Company as at March 31, 2024 and March 31, 2025.

b) The Board of Directors of Updater Services Limited ('UDS' / 'Parent Company'), at its meeting held on May 20 2024, approved the scheme of amalgamation between
UDS, SMPL and TSSPL and their respective shareholders under Sections 230 to 233 of the Companies Act, 2013 ('Act'). During the year, the Regional Director had
rejected the Scheme vide Order dated December 17, 2024 as the Company did not meet the criteria set out in Section 233(1)(b) of the Act. Consequently, the Company
made an application for such amalgamation with the National Company Law Tribunal ('NCLT') on January 11, 2025 and NCLT vide its Order dated May 8, 2025 has
approved the scheme of amalgamation. Also, refer note 42 to the standalone financial statements.

c) Pursuant to the above order dated May 8, 2025, SMPL and TSSPL (the "transferor companies") were merged with UDS with an appointed date of April 1, 2024.

d) The Amalgamation has been accounted under the ‘pooling of interest’ method as prescribed by Appendix C of Ind AS 103 “Business Combination”. Considering that the
merger is in the nature of a common control transaction, the standalone financial statements in respect of the prior periods have been restated from the beginning of the
previous year i.e., April 1, 2023 as per the requirements of Appendix C to Ind AS 103.

e) Consequent to the scheme of amalgamation, the authorized share capital of the transferor companies stood cancelled. Further, no shares were exchanged to effect the
amalgamation since the merger is that of the wholly-owned subsidiary with its Parent Company,

38 Code on wages, 2019 and Code on Social Security, 2020

The Parliament has approved the Code on Wages, 2019 and the Code on Social Security, 2020 which govern, and are likely to impact, the contributions by the Company
towards certain employee benefits. The government has released draft rules for these Codes and has invited suggestions from stakeholders which are under active
consideration by the concerned Ministry. The effective date of these Codes have not yet been notified and the Company will assess the impact of these codes as and when
they become effective and will provide for the appropriate impact in its standalone financial statements during the period in which, the Code becomes effective and the
related rules to determine the financial impact are published.

39 On March 11, 2025, the Company detected a cyber security incident when its Office 365 admin account was compromised, prompting immediate action by the management
to suspend the account, investigate the breach, and work with the service provider to restore it. The account was fully restored on March 18, 2025, with enhanced security
including password resets, multi-factor authentication, and increased monitoring. Management is of the view that the cyber incident neither has any financial impact on the
Company at present, nor expected to have any financial impact in the future.

40 Utilisation of IPO proceeds

During the year ended March 31, 2024, the Company had completed an Initial Public Offer ("IPO") by way of fresh issue of 13,333,333 equity shares of face value of INR 10
each and an offer for sale of 8,000,000 equity shares of face value of INR 10 each of the Company at an issue price of INR 300 per equity share aggregating to INR 6,400
million (comprising fresh issue of equity shares of INR 4,000 million and payable to selling shareholders towards offer for sale of INR 2,400 million). The Company allotted
13,333,333 fresh equity shares of INR 10 each at a premium of INR 290 per equity share on September 30, 2023. The total share premium arising on IPO amounting to INR
3,866.67 million had been accounted under securities premium reserve and the IPO related expenses amounting to INR 181.52 million, being Company's share of total
estimated IPO expense had been adjusted against the premium amount as above. The equity shares ofthe Company were listed on National Stock Exchange ofIndia Limited
(NSE) and BSE Limited on October 4, 2023.

In this regard, the unutilised IPO fund balance has been carried forward for utilization in FY 2024-25 in accordance with applicable laws, based on approval obtained
from the Board of Directors.

Also refer note 11 and 12 to the standalone financial statements.

41 Other statutory information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the
Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(ii) The Company does not have any immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of
the lessee) whose title deeds are not held in the name of the Company.

(iii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(iv) The Company has not been declared as wilful defaulters by any bank or financial institution or government or any government authority.

(v) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

(vi) The Company has the following balance/transactions with the below-mentioned companies struck off under section 248 of Companies Act, 2013 or section 560 of
Companies Act, 1956:

41 Other Statutory information (continued)

(ix) (a) During the year ended March 31, 2025, the Company advanced loans of INR 19.54 million to its subsidiary, Global Flight Handling Services Private Limited
('GFHSPL') (CIN U74900TN2014PTC097283) on various dates towards its working capital requirements. Subsequently, GFHSPL has further advanced loans
aggregating INR 19.54 million to its subsidiary Global Flight Handling Services (Pune) Private Limited respectively on various dates for the purpose of providing
funding to these step-down subsidiaries in connection with their pursuit of flight handling services business at the respective airports operated by these entities during
the year. The same has been used by Global Flight Handling Services Private Limited and towards its subsidiary, Global Flight Handling Services (Pune) Private
Limited for working capital requirements.

During the year ended March 31, 2024, the Company advanced loans of INR 111.14 million to its subsidiary, Global Flight Handling Services Private Limited
('GFHSPL') (CIN U74900TN20l4PTC097283) on various dates towards its working capital requirements. Subsequently, GFHSPL has further advanced loans
aggregating INR 27.03 million, INR 18.20 million, INR 11.41 million, INR 3.75 million, INR 20.13 million and INR 12.03 million to its subsidiaries namely, Global
Flight Handling Services (Pune) Private Limited, Global Flight Handling Services (Patna) Private Limited, Global Flight Handling Services (Raipur) Private Limited,
Global Flight Handling Services (Vizag) Private Limited and Global Flight Handling Services (Surat) Private Limited respectively on various dates for the purpose of
providing funding to these step-down subsidiaries in connection with their pursuit of flight handling services business at the respective airports operated by these
entities during the year. The balance amount of INR 36.79 million has been used by Global Flight Handling Services Private Limited towards its working capital
requirements.

(x) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in
writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(xi) The Company does not have any loans or advances in the nature of loans granted to promoters, directors, KMPs and the related parties either severally or jointly with
any other person, that are (a) repayable on demand or (b) without specifying any terms or period of repayment, except as referred to in Note 5.

(xii) The Company has not entered into any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year
in the tax assessments under the Income-tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income-tax Act, 1961).

(xiii) The Company has not traded or invested in crypto currency or virtual Currency during the year.

42 Events after reporting period

Pursuant to the Order dated May 8, 2025 by National Company Law Tribunal ('NCLT'), Stanworth Management Private Limited and Tangy Supplies & Solutions Private
Limited were merged with Updater Services Limited with an appointed date of April 1, 2024. Considering that the merger is in the nature of a common control transaction,
the financial statements in respect of the prior periods have been restated from the beginning of the previous year i.e., April 1, 2023 as per the requirements of Appendix C to
Ind AS 103.

for B S R & Co. LLP For and on behalf of Board of Directors

Chartered Accountants Updater Services Limited

Firm's Registration No: 101248W/W-100022 CIN: L74140TN2003PLC051955

K Sudhakar Raghunandana Tangirala Amitabh Jaipuria

Partner Managing Director Director

Membership No: 214150 DIN: 00628914 DIN: 01864871

Place: Chennai Place: Chennai Place: Chennai

Date: May 24, 2025 Date: May 24, 2025 Date: May 24, 2025

Radha Ramanujan Sandhya Saravanan

Chief Financial Officer Company Secretary

Membership No: 66942

Place: Chennai Place: Chennai

Date: May 24, 2025 Date: May 24, 2025


 
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