Updater Services Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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)

Particulars	UDS Standalone		UDS Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations	15,917.29	14,525.58	27,360.63	24,443.63
Profit Before Tax, Finance Charges and Depreciation	1,161.62	729.52	2,022.11	1,578.26
Finance Charges	54.84	139.64	103.48	192.83
Provision for Depreciation	112.16	163.87	471.34	539.60
Profit Before Tax	994.62	426.01	1,447.29	845.83
Provision for Tax	201.31	52.21	257.52	183.19
Net Profit After Tax	793.31	373.80	1,189.77	662.64
Other Comprehensive Income/(Loss) for the year, net of tax	14.26	20.75	23.44	(0.40)
Net Profit After Tax & Exceptional Items and Surplus carried to Balance Sheet	807.57	394.55	1213.21	662.24

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:

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 ''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:

(i)	The steps taken or impact on conservation of energy	The company is consistently working to conserve energy by focusing on optimizing energy consumption in lighting and air conditioning systems.
(ii)	The steps taken by the company for utilizing alternate sources of energy.	UDS demonstrates its commitment to environmental sustainability through proactive initiatives aimed at reducing its carbon footprint. To support clean energy generation, a 90-kW solar power plant has been shifted from Thoraipakkam office to Saitech Park, Guindy, Chennai and a 47-kW plant in Kotturpuram, Chennai utilizing solar energy as a renewable source of electricity. Additionally, automatic electric sensors have been introduced to control lighting and optimize power consumption. These actions reflect UDS''s dedication to minimizing fossil fuel dependence and fostering a more sustainable, eco-friendly future.

(iii)	The capital investment	Nil
	on energy conservation equipments

(B) Technology absorption:

(i)	The effort made towards technology absorption	Your company has always prioritized the adoption of technology to enhance its operations, including automating routine tasks, improving record¬ keeping accuracy, gathering data from customer sites, analyzing and displaying information on customer dashboards, and delivering its core services. The Company continues to invest in automation projects across Human Resource, Accounts Payable, and Finance functions, in addition to adopting technologies that enhance client operations. The Company continues to invest on automation projects in the area of HR, Payable, Finance functions apart from investing on technologies that helps client operations.
(ii)	The benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii)	In case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
	The details of technology imported	NA
	The Year of import	NA
	Whether technology has been fully absorbed	NA
	If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NA
(iv)	The expenditure incurred on Research and Development	NA

(C) Foreign Exchange Earnings and Outgo:

S.No.	Foreign Inflow	Foreign Outflow
1	19.35	-

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.

S.No.	Name of Director	Designation	No. of meetings held during the year	No. of meetings attended
1.	Raghunandana Tangirala	Chairperson	1	1
2.	Sangeeta Sumesh	Member	1	1
3.	Jigyasa Sharma	Member	1	1

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:

Name of the statute	Nature of the dues	Amount (INR in million)	Period to whichthe amount relates	Due date	Date of payment
Labour	Dues relating to gratuty,		FY
Welfare	salary and bonus payable		2016-17
Fund	to employees unpaid for			Various	Not
(''LWF'')	a period greater than 3			dates	paid
Act	years to be transfered		FY
	to LWF		2021-22

• 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:

Nature of the fund	Purpose for which funds were raised	Total amount raised (net of IPO expenses)	Amount utilised upto March 31, 2025	Unutilised balance as at balance sheet date
Initial public offer	Repaymentand/or prepayment of certain borrowings availed by the Company	1,330.00	1,330.00	-
	Funding working capital requirements	1,150.00	1,150.00	-
	Pursuing in organic initiatives	800.00	800.00	-
	General corporate purposes	498.70	497.56	1.14*

*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:

S. No.	Name of the Entities	Holding / Subsidiary / Associate / Joint Venture	% of shares held by the Listed Entity
1.	Avon Solutions & Logistics Private Limited	Subsidiary	76%
2.	#Tangy Supplies & Solutions Private Limited	Wholly-Owned Subsidiary	100%
3.	#Stanworth Management Private Limited	Wholly-Owned Subsidiary	100%
4.	Fusion Foods & Catering Private Limited	Wholly-Owned Subsidiary	100%
5.	Wynwy Technologies Private Limited	Wholly-Owned Subsidiary	100%
6.	integrated Technical Staffing and Solutions Private Limited	Wholly-Owned Subsidiary	100%
7.	Global Flight Handling Services Private Limited	Subsidiary	83.25%
8.	Updater Services (UDS) Foundation (Section 8 Company)	Wholly-Owned Subsidiary	100%
9.	Matrix Business Services India Private Limited	Wholly-Owned Subsidiary	100%
10.	Washroom Hygiene Concepts Private Limited	Wholly-Owned Subsidiary	100%
11.	Denave India Private Limited	Subsidiary	89.57%
12.	Athena BPO Private Limited	Subsidiary	73.50%

* 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.

S. No.	Name of Director & DIN	Current Designation	Changes
1.	Mrs. Jigyasa Sharma (DIN : 10474292)	Whole Time Director	Appointed as an additional director of the Company on April 2, 2024, during the Board Meeting held on March 28, 2024. Her appointment as a Non¬ Executive Non-Independent Director of the Company was subsequently regularized and confirmed by the shareholders through a postal ballot on June 1, 2024. Further, she was designated as Executive Director of the Company w.e.f. October 29, 2024, vide shareholders'' approval through postal ballot dated December 12, 2024, and Central Government approval dated April 02, 2025.
2.	Mr. Amitabh Jaipuria (DIN: 01864871)	Non-Executive Non-Independent Director	Director retired by rotation and was appointed as Director in the AGM held on July 08, 2024

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.

Particulars	Numbers
No. of complaints pending at the	0
beginning of the Financial Year 2024-25
No. of complaints received during the	0
Financial Year 2024-25
No. of complaints disposed off during	0
the Financial Year 2024-25
No. of complaints pending at the end of	0
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

---

Mar 31, 2024

The Directors have the pleasure in presenting the Twenty First (21^st) 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 Auditors'' Report for the year ended March 31, 2024 (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, 2024

Your Company has achieved a good performance in Financial Year 2024. Revenue from operations on standalone basis has increased from I 13,085.42 Million to I 14171.16 Million, an increase of 8.3%. The consolidated results achieved demonstrate that our subsidiary companies continue to do well and add significantly to the financial performance of the UDS group. Consolidated revenue has increased from 20,988.87 Million to I 24,443.63 Million, which is an increase of 16.5% Consolidated profit before tax has increased from I 541.88 Million to I 845.83 Million and net profit after tax from I 346.05 Million to I 662.64 Million.

On a standalone basis your Company has achieved good results with an increase in profit before tax from I 378.54 Million to I 399.20 Million and a increase of 5.5% in profit before tax.

Particulars	UDS Standalone (K Mn)		UDS Consolidated (K Mn)
	31.03.2024	31/03/2023	31.03.2024	31/03/2023
Revenue from Operations	14,171.16	13,085.42	24,443.63	20,988.87
Profit Before Tax, Finance Charges and Depreciation	694.35	654.16	1,578.26	1,057.95
Finance Charges	138.56	124.12	195.87	145.67
Provision for Depreciation	156.59	151.49	539.02	370.4
Profit Before Tax	399.20	378.57	845.83	541.88
Provision for Tax	46.16	54.43	183.19	195.83
Net Profit After Tax	353.04	324.11	662.64	346.05
Other Comprehensive Income/(Loss) for the year, net of tax	18.94	11.88	(0.40)	9.74
Net Profit After Tax & Exceptional Items and Surplus carried to Balance Sheet	371.98	336	662.24	355.79

2. Dividend

The Company is compliant with the Dividend Distribution Policy, which outlines the different criteria the Board may use to recommend or declare a dividend, use of retained profits, etc. in compliance with Regulation 43 of the Listing Regulations. The Dividend Distribution Policy, in terms of 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 conserve cash and retain the profits generated during the year for business expansion activities and hence is not recommending any dividend.

3. Review of Business Operations and Future Prospects:

Your Company has achieved good performance during the current year. On a consolidated basis also, profits rose due to good performances by many of our subsidiary companies, if not for the impairment loss provided.

The Total Income of the Company for the year ended 31^st March 2024 was I 14,171.16 Million as compared to I 13,085.42 million in the Previous Year. Profit before Tax was higher at I 399.20 Million as against I 378.54 Million for the previous year and the Profit after Tax considering Other Comprehensive Income/(Loss) was I 371.98 Million compared to I 336 Million during the last year. On a consolidated basis the Total Income of the Company for the year ended 31^st March 2024 was I 24,443.63 Million as compared to I 20,988.87 Million in the Previous Year. Profit before Tax was at I 845.83 Million as against I 541.88 Million for the previous year and the

Profit after Tax considering Other Comprehensive Income/(Loss) was I 662.24 Million compared to I 355.79 during the last year. Your Directors are optimistic about the company''s business prospects and are hopeful of a better performance with considerable increase in revenue and profits in the FY2024-25.

4. 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 Relate 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 of the report.

5. Transfer to Reserve

Your Company does not propose to carry any amount to reserves, during the financial year ending March 31, 2024.

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.

6. Listing

The shares of your Company are listed at National Stock Exchange Limited and BSE Limited on October 04, 2023.

Your Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to National Stock Exchange of India Limited and BSE Limited.

7. Change in the Nature of Business

Your company operates in 2 broad segments;

1. Integrated facilities management - IFM and

2. Business support services - BSS.

Your Company continues to operate in these 2 segments and there has been no change in the nature of business of the Company.

8. Changes In Share Capital, if any

During the financial year, there were changes in the Issued, Subscribed and Paid-up Capital of the Company.

I n the Financial Year, on August 10, 2023, your Company have allotted 4,16,888 equity shares pursuant to exercise of ESOP''s and application money received from the respective eligible employees.

Further, in the FY 2023-24, your Company made an Initial Public Offering of 2,13,33,333 Equity Shares of the face value of I 10/- each at an issue price of I 300/- per Equity Share, comprising offer for sale of 80,00,000 shares (40 Lakhs equity shares of Tangi Facility Solutions Pvt Ltd, 8 Lakhs equity shares of IBEF-II and 32 Lakhs equity shares of IBEF-IIA) and fresh issue of 1,33,33,333 shares. The Equity Shares of the Company were listed on BSE Limited (“BSE”) and National Stock Exchange Limited (“NSE”) on October 04, 2023.

Consequent to the Initial Public Offering during the FY 2023-24, the subscribed, paid up and issued share capital of the company increased from I 53,36,93,550/- to I 66,70,26,880/-.

Further on 19^th January 2024 &10^th February 2024 your Company have alloted 1,80,573 and 65,105 equity shares respectively pursuant to exercise of ESOP''s and application money has been received from the respective eligible employees as per Updater Employee Option Plan 2019

Post allotments the Company''s paid-up equity share capital stood at I 66,94,83,660/- as on date of the report consisting of 6,69,48,366 equity shares of I 10/- each.

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

(A) Conservation of energy:

(i)	the steps taken or impact on conservation of energy	The company is making continuous efforts to conserve energy in the areas of lighting and air conditioning to optimise energy consumption and the use of power.
(ii)	the steps taken by the company for utilising alternate sources of energy.	UDS is committed to environmental stewardship and sustainable practices. As part of our ongoing efforts to combat climate change and reduce our carbon footprint, we have installed 90kw solar power plant in Thoraipakkam and 60 kw solar power plant in Kotturpuram, harnessing the abundant sunlight to generate clean electricity. Along with that, automatic electric censors for electric lights have been installed to reduce Power Consumption. By implementing these measures, we reduce our reliance on fossil fuels and contribute to a greener future.
(iii) the capital investment on energy conservation equipment''s		I 2.85 Million

(B) Technology absorption:
(i) the effort made towards technology absorption	Your company has always preferred the development and use of technology to improve its operations in various ways such as automation of routine processes, improving accuracy of record keeping, collecting information from customer sites, analysing and presenting data on customer dashboards as well as to deliver our core service. Your company continues to make investments in its subsidiary Wynwy Technologies to develop an industry leading enterprise asset management - EAM cum CMMS software. Your company has also intensified its engagement with Aubotz Labs - the makers of Peppermint branded cleaning and material handling robots.
(ii) the benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii) in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
The details of technology imported	NA
The Year of import	NA
Whether technology has been fully absorbed	NA
if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NA
(iv) The expenditure incurred on Research and Development	Nil

(C) Foreign Exchange Earnings and Outgo:

The Company has no activity, which requires reporting under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 with regard to Foreign Exchange Earnings and Outgo.

10. Statement Concerning Development and Implementation of Risk Management Policy of the Company

The Board has an effective audit committee, internal auditors and other control mechanisms to ensure a proper control environment in the company. The board continuously reviews the control framework policies and procedures as well as technology to ensure that controls work as they are designed to. Whenever there are any incidents that still occur in spite of all the controls and whenever an incident gets reported or is detected, the board has taken note of the matter and ensured speedy and proper investigation and follow up action to ensure that controls work effectively and so that the risks involved get managed.

During the year, your Directors have reviewed the Company''s enterprise wide risk management framework in respect of the business activities. The Board is of the opinion that sufficient controls exists which are effective and efficient in identifying, monitoring and managing the risks involved.

The meeting was held on March 27, 2024
Sl .. * Name of Director No.	Designation	No. of meetings held during the year	No. of meetings attended
1. P.C. Balasubramanian	Chairperson	1	1
2. Raghunandana Tangirala	Member	1	1
3. Sangeetha Sumesh	Member	1	1

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

11. Corporate Social Responsibility

Pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, Corporate Social Responsibility (CSR) Committee was formed to recommend

(a) the policy on CSR and

(b) implementation of the CSR Projects or Programmes to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. The policy on CSR as approved by the Board is posted on the Company''s website at https:// www.uds.in/webroot/media/relatedlinkfiles/uds-csr-policy-file-2237.pdf

The Annual Report on Corporate Social Responsibility (CSR) Activities for the financial year ended March 31, 2024 pursuant to Section 135(4)(a) read with Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and forms a part of this Report in Annexure I

Composition of the CSR Committee & Details of the meeting held during the year:

Further the Committee has been reconstituted with the approval of the Board at their meeting held on 28^th March 2024, w.e.f. 2^nd April 2024 (Closure of Business hours).

The details of Reconstituted committee is mentioned below:

Mr Raghunandana Tangirala, Chairman and Managing director - Chairperson

Mrs Sangeeta Sumesh, Independent Director - Member

Ms Jigyasa Sharma, Non-Executive Non-Independent Director - Member

12. Particulars of Loans, Guarantees or Investments Made Under Section 186 of the Companies Act, 2013

Details of loans and investments made by the Company under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements. Details with reference to guarantees are given in Annexure II.

Your company has moved forward on its stated path of converting itself into a full value-added business support services platform and has had another great year in the area of acquisitions and towards strengthening its control over its existing partly owned subsidiaries.

Your company has made further investment in Sales enablement and other support and staffing services in Denave India Private Limited.

The details of the investments made by your company during the year are as follows:

The Company acquired additional equity shares of 9.75% in Denave India Private Limited during the Financial Year. Further another material subsidiary of the Company, M/s. Matrix Business Services India Private Limited also acquired equity shares of 10.43% in Denave. So, in total UDS holds 67.27% directly and through Matrix Business Services India Private Limited holds 10.43%.

13. Related Party Transactions

All Related Party Transactions entered during FY 2023-24 were on an arm''s length basis and there were no material significant Related Party Transactions entered by the Company during the year that required shareholders'' approval under Section 188 of Companies Act 2013 and Regulation 23 of the Listing Regulations. Prior Omnibus approval has been obtained from the Audit Committee for the related party transactions which are repetitive in nature, based on the criteria approved by the Board. In case of transactions which are unforeseen, the Audit Committee grants an approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of I 1 Crore per transaction, in a financial year.

A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval every quarter. Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed reports on related party transactions with the Stock Exchange(s).

None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act 2013. Pursuant to Section 134(3)(h) read with Rule 8(2) of Companies (Accounts) Rules, 2014, there are no transactions to be reported under Section 188(1) of the Companies Act, 2013.

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

14. Statutory Auditors

As per the recommendations of the Board, the Shareholders at the 20^th Annual General Meeting has approved the appointment of M/s BSR & Co, Chartered Accountants, (Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company for a period of 5 years, from the conclusion of the 20^th Annual General Meeting till the conclusion of the 25^th Annual General Meeting. The report issued by the Auditors to the members for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark, or disclaimer.

Audit Committee

Composition of Audit Committee

The composition of the Audit Committee is as under and it is in compliance with the provisions 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 constitution of Audit Committee, scope of the activities of the Audit Committee and the meetings held during the financial year is set out in the Report on Corporate Governance.

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

The Members of the Audit Committee met Ten times during the financial year under review, as per the details stated in the Report on Corporate Governance.

Nomination and Remuneration Committee

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 Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Members of the Nomination and Remuneration Committee met four times during the financial year under review. The details of the constitution of the Nomination and Remuneration Committee, terms of reference and the meetings held during the financial year have been stated in the Report on Corporate Governance.

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

The Members of the Stakeholders Relationship Committee met 1 time during the financial year under review. The details of the constitution of the Stakeholders Relationship Committee, details of the meetings and terms of reference have been stated in the Report on Corporate Governance.

Risk Management Committee

The risk management committee was constituted on March 21, 2023. The Members of the Risk Management Committee met 1 time during the financial year under review. The details of the constitution / reconstitution if any, of the Risk Management Committee, details of the meetings and terms of reference have been stated in the Report on Corporate Governance.

15. 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, SPNP & Associates, Chennai, was appointed as Secretarial Auditor for FY 202324 by the Board in its meeting held on 10^th October 2023, upon recommendation by the Audit Committee. The MR-3 report of the Secretarial Auditor has been circulated to the Board of Directors. The Secretarial Audit Report issued by M/s. SPNP & Associates 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 in the website of the Company

As per the requirement of regulation 24 A of SEBI (Listing Obligations and Disclosure requirements) Regulations 2015, Annual Secretarial Compliance report of the company annexed with the report as Annexure IV.

16. Internal Auditor

M/s. Protiviti India Member Private Limited was appointed as the Internal Auditors for FY 2023 -24, upon recommendation by the Audit Committee, by the Board of Directors at their meeting held on 7^th November 2023. The Internal Audit Reports are placed before the Audit Committee on a quarterly basis for its scrutiny and suggestions, if any. The Audit Committee periodically reviews the performance of internal audit function.

17. Maintenance of Cost Records:

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

18. 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 Sec 134(3) of the Act.

19. Particulars of Employees

In accordance with Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is appended as “Annexure V” and is a crucial component of this Report, the Company is obligated to make disclosures.

The statement containing the top 10 employees on roll and particulars of employees employed throughout the year whose remuneration is more than I 10.20 Million or more per annum and employees employed part-time and in receipt of remuneration of I 0.85 Million or more per month as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forms an integral part of this Report. However, the same is not being sent along with this Annual Report to the members of the Company in line with the provision of Section 136 of the Act. Members interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

The aforesaid annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing AGM during the business hours on working days.

20. Annual Return

The Annual Return in Form MGT-7 for the financial year ended March 31, 2023, 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.

21. Number of Meetings/Conducted During the Year Under Review

The Board met 13 times during the financial year 2023-2024 as per the details furnished in the Report on Corporate Governance. 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.

Corporate Social Responsibility Committee

The Members of the Corporate Social Responsibility Committee met 1 time during the financial year under review. The details of the constitution of the CSR Committee and the Committee meetings held during the financial year have been stated in the Report on Corporate Governance.

IPO Committee:

During the year IPO committee met 5 times 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 Report on Corporate Governance.

Environmental Social Governance Committee (ESG)

During the year the Board of Directors at their meeting held on 28^th March 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 Report on Corporate Governance.

22. Separate Meeting of Independent Directors

The Independent Directors of the Company had met during the year on 30^th March, 2024 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.

23. Remuneration Policy

The Board has 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 remuneration as 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 Report on Corporate Governance. 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

24. Board Diversity:

The company thinks that fostering an inclusive and diverse culture is essential to its success. In order 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

25. 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) I n 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 being unlisted, sub clause (e) of section 134(5) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; 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.

26. Subsidiaries, Joint Ventures and Associate Companies

The Company has no Associates and it has not entered into Joint Venture with any other Company during the financial year under review. The Company has the following subsidiary Companies as on 31^st March 2024:

i . Avon Solutions & Logistics Private Limited

i i . I ntegrated Technical Staffing and Solutions

Private Limited

i ii. Tangy Supplies & Solutions Private Limited i v. Stanworth Management Private Limited

v. Fusion Foods & Catering Private Limited

vi. Wynwy Technologies Private Limited (Earlier known as Zappy Home Solutions Private Limited)

vii. Global Flight Handling Services Private Limited

viii. Updater Services (UDS) Foundation ( Section 8 Company)

ix. Matrix Business Services India Private Limited

x. Washroom Hygiene Concepts Private Limited

xi. Denave India Private Limited

xii. Athena BPO Private Limited

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 the Companies Act, 2013, read with Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the Subsidiaries audited annual financial statements and related information, wherever applicable, will be made available to shareholders upon request and will also be available for inspection during regular business hours at the registered office of the Company. The audited annual financial statements shall also be available on the website of the Company.

Material Subsidiaries:

As required by the SEBI LODR regulations, 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.

Ms Sangeeta Sumesh Independent Director of the Company is a Director in the Board of M/s. Athena BPO Private Ltd Material Subsidiary of the Company with effect from 23 December 2022.

Ms Sangeeta Sumesh Independent Director of the Company is a Director in the Board of M/s. Matrix Business Service India Pvt Ltd. Material Subsidiary of the Company with effect from 24^th June 2022.

Ms Sunil Rewachand Chandiramani Independent Director of the Company is a Director in the Board of M/s. Denave India Pvt Ltd. Material Subsidiary of the Company with effect from 15^th June 2022.

The material subsidiary Company has also undertaken the Secretarial Audit in line with the requirements of Regulation 24 of SEBI LODR Regulations 2015.

27. 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.

28. Directors and Key Managerial Personnel

During the financial year under review there was Appointment, Change in Designation and Resignation of Directors and Key Managerial Personnel as mentioned below:

S. No.	Name of Director	Current Designation	Changes
1.	Raghunandana Tangirala	Chairman and Managing Director	Re-appointed as Chairman and Managing Director of the Company with effect from 01.01.2024.
2.	P.C. Balasubramanian	Whole Time Director	Resigned from the Company with effect from 2nd April 2024 (closure of Business hours) which was taken note by the Board in its meeting held on 28th March 2024.
3.	Amitabh Jaipuria	Non-Executive Director	Appointed as an Executive Director on 04.03.2023. There was a change in his designation from Executive Director to Non-Executive Director on 01.05.2023 and regularised as a Director in the EGM held on September 18, 2023 He is liable to retirement by rotation at the ensuing 21st Annual General Meeting and being eligible offers himself for re-appointment.
4.	B. Ravishankar	Company Secretary and Compliance Officer	Appointed as the Company Secretary and Compliance Officer with effect from 06.03.2023. Further in the Board meeting held on 10th February 2024, he has resigned from the position with effect from 10th February 2024 (close of Business hours)
5.	Sandhya Saravanan	Company Secretary and Compliance Officer	Appointed as Company Secretary and Compliance Officer of the Company at the Board Meeting held on 10th February 2024, with effect from 10th February 2024 (Close of Business hours)
6.	Ms Jigyasa Sharma	Additional Director	Appointed as an Additional Director (Non-Executive NonIndependent Director) of the Company at the Board meeting held on 28th March 2024 with effect from 2nd April 2024 (close of business hours)

time to time, (“Listing Regulations”) is disclosed separately in Annual Report. As required under the provisions of the Listing Regulations, the Audit Committee of the Company has reviewed the Management Discussion and Analysis Report of the Company for the year ended March 31, 2024.

34. 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 VII.

35. Declaration from Independent Directors

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 (LODR) 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.

36. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The company is committed to and implementing the sexual harassment prevention policy in letter and spirit. The company is committed to the cause of diversity and inclusion and to provide a safe and non-discriminatory workplace to all its employees. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

During the year under review, there were no cases filed pursuant to sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. 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.

30. Corporate Governance and Shareholders Information

Your Company has taken adequate steps to adhere to all the stipulations laid down in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from the Practising Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Report.

31. Criteria for making payments to Non-Executive Directors:

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

32. Familiarisation programme:

The Company has a Familiarisation 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/Familiarisation-programme

33. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from

37. Employees Stock Option Scheme

The company offers share-based incentives to qualified workers in an effort to draw and keep top talent, encouraging workers to match their own goals with the company''s, and pushing workers to contribute more to the company''s expansion. The following employee stock option plans have been established by the company:

i) Updater Employee Stock Option Plan 2019

i i) Updater Employee Stock Option Plan 2022

i ii) Updater Employee Stock Option Plan 2022 - Second

Disclosure with respect to stock options containing details as required under Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and SEBI Circular dated June 16, 2015, has been uploaded on the official website of the Company at www.uds.in for the period ended March 31, 2024.

Pursuant to the requirements of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial Auditor of the Company confirming that the Plan has been implemented in accordance with the said Regulations, would be placed at the ensuing Annual General Meeting of the Company for inspection by the members.

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

38. Fraud Reporting

The Company has not entered into transactions which are fraudulent or illegal or violative of the Company''s code of conduct. No whistle blower complaints was received during the year.

39. Details of Significant and Material Orders Passed by the Regulators, Courts and Tribunals

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

40. Vigil Mechanism/Whistle Blower Policy:

Pursuant to provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations your Company has framed a vigil mechanism for Directors / Employees and every employee has the right to report to the concerned Director any genuine concerns or grievances about unprofessional conduct, malpractices, wrongful conduct, fraud, violation of the Company''s policies & values, violation of law without any fear of reprisal. 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, 2024.

41. Code for Prevention of Insider Trading

The Company has adopted a Code of Prevention of Insider Trading with a view to regulating trading in securities by the Promoters, Directors and Designated Persons of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company''s shares by the Promoters, Directors and the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Code is put on the website of the Company and can be accessed at https://www.uds.in/webroot/media/ relatedlinkfiles/policy-on-prohibition-of-insider-trading-file-1885.pdf

In Compliance with the abovementioned Regulations, Structural Digital Database (SDD) was maintained by the company and necessary entries were made to monitor and record the flow of sharing of Unpublished Price Sensitive Information (UPSI). Adequate training was provided to all employees on the compliance procedures provided in the SEBI (Prohibition of Insider Trading) Regulations, 2015.

42. Board Evaluation:

According to the Company''s corporate governance procedures, an annual performance evaluation of each board member and the overall working of the Board and its Working Groups is required. As per the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,, the Board of Directors conducted an annual evaluation of the performance of the Company, its Committees, and individual Directors, including the Chairman of the Board for the FY 2023-24. A structured questionnaire was prepared covering various aspects of the Board''s functioning.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board. The performance evaluation of the Independent Directors was carried out by the entire board excluding the Independent Directors being evaluated.

The Board also evaluated the company''s independent directors'' compliance 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 of the Company were assessed in a separate meeting of Independent Directors held on March 30, 2024, that was held in accordance with Regulation 25(7) of the Listing Regulations. The evaluation took into consideration the opinions of both Executive and Non-Executive Directors.

43. Compliance with the Provisions of Secretarial Standard - 1 and Secretarial Standard - 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors'' and ‘General Meetings'', respectively, have been duly complied by your Company.

44. 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.

45. Loan from Banks or Financial Institution and Settlement Thereof

During the year under review there were no instances of one-time settlement and/or the valuation done while taking loan from the Banks or Financial Institutions.

46. Statement of Deviation or Variation:

The Company raised capital through Initial Public offering and listed the securities on 4^th October 2023. The Company filed the nil statement of deviation report for every quarter pursuant to Regulation 32 of the SEBI (LODR) Regulations 2015. There is no deviation in the usage of the funds.

47. Alteration of Memorandum of Association and Articles of Association

During the year, the AOA has been altered 1 time. The AOA has been altered in the EGM held on 28.06.2023.

During the year, the MOA not altered.

48. Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may constitute ‘forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ from those either expressed or implied in the statement depending on the circumstances.

49. Acknowledgement

Your Directors would like to take this opportunity to appreciate the hard work and efforts put in by all the employees of the company who have discharged their duties diligently and ensured that the company''s interests are well taken care of. The company''s dedicated and experienced employees and Leadership team have also ensured that the Company''s performance continues to be strong and amongst the best in its peer group. Your Directors place on record their appreciation for the Management Team as well.

The Directors also place on record their sincere thanks to all Bankers, Business associates, Consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your Directors'' also acknowledge gratefully the shareholders for their support and confidence reposed in your Company.

---

Mar 31, 2023

Board’s Report

To the Members,

Your Directors'' have pleasure in presenting the Twentieth Annual Report of the Company for the year ended

31 March 2023

1. FINANCIAL SUMMARY

Your Company has achieved a good performance in Financial Year 2023. Revenue from operations on
standalone basis has increased from 1,07,067.20 lakh to 1,30,854.20 lakh, an increase of 22.09%. The
consolidated results achieved demonstrate that our subsidiary companies continue to do well and add
significantly to the financial performance of the UDS group. Consolidated revenue has increased from
1,48,355.20 lakh to 2,09,888.70 lakh, which is an increase of 41.48%. Consolidated profit before tax has
declined from 7,094.10 lakh to 5,418.80 lakh and net profit after tax from 5,465.20 to 3,557.90, primarily due
to impairment loss. On a standalone basis your Company has achieved good results with an increase in profit
before tax from 3,673.30 to 3,785.40 and a slight decrease of 4.57% in profit after tax.

Particulars	UDS Standalone		UDS Consolidated
	31 March 2023	31 March 2022	31 March 2023	31 March 2022
Revenue from Operations	1,30,854.20	1,07,067.20	2,09,888.70	1,48,355.20
Profit Before Tax, Finance Charges and Depreciation	6,541.60	4684.00	10,579.5	9254.30
Finance Charges	1,241.20	445.60	1,456.70	506.80
Provision for Depreciation	1,515.00	565.10	3,704.00	1,653.40
Profit Before Tax	3,785.40	3,673.30	5,418.80	7,094.10
Provision for Tax	544.30	(20.70)	1,958.30	1,357.24
Net Profit After Tax	3,241.10	3,694.00	3,460.50	5,736.90
Other Comprehensive Income/(Loss) for the year, net of tax	118.80	(172.90)	97.40	(271.70)
Net Profit After Tax & Exceptional Items and Surplus carried to Balance Sheet	3,359.90	3,521.10	3,557.90	5,465.20

2. DIVIDEND

The board has decided to conserve cash and
retain the profits generated during the year for
business expansion activities and hence is not
recommending any dividend.

3. REVIEW OF BUSINESS OPERATIONS AND
FUTURE PROSPECTS:

Your Company has achieved good performance
during the current year. On a consolidated basis
also, profits rose due to good performances by
many of our subsidiary companies, if not for the
impairment loss provided.

The Total Income of the Company for the year
ended 31 March 2023 was I 1,30,854.20 lakh as
compared to I 1,07,067.20 lakh in the Previous Year.
Profit before Tax was higher at I 3,785.40 lakh as
against I 3,673.33 lakh for the previous year and the
Profit after Tax considering Other Comprehensive
Income/(Loss) was I 3,359.90 lakh compared to
I 3,521.10 lakh during the last year. On a consolidated
basis the Total Income of the Company for the

year ended 31 March 2023 was I 2,09,888.70
lakh as compared to I 1,48,355.20 lakh in the
Previous Year. Profit before Tax was lower at
I 5,418.80 lakh as against I 7,094.10 lakh for the
previous year and the Profit after Tax considering
Other Comprehensive Income/(Loss) was
I 3,557.90 lakh compared to I 5,465.20 lakh during
the last year. Your Directors are optimistic about
the Company''s business prospects and are hopeful
of a better performance with considerable increase
in revenue and profits in the FY2023-24.

4. MATERIAL CHANGES AND COMMITMENT IF
ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENT RELATE AND
THE DATE OF THE REPORT

There are no known material changes and
commitments affecting the Financial position of
the Company between 31 March 2023 and the date
of Board''s Report.

5. TRANSFER TO RESERVE

No amount has been proposed to be transferred to
any reserves.

6. CHANGE IN THE NATURE OF BUSINESS

Your Company operates in 2 broad segments;

1. Integrated facilities management - IFM; and

2. Business support services - BSS.

Your Company continue to operate in these 2
segments and there has been no change in the
nature of business of the Company.

7. CHANGES IN SHARE CAPITAL, IF ANY

During the financial year, there were changes in
the Authorised, Issued, Subscribed and Paid-up
Capital of the Company.

The Authorised Capital of the Company has
increased from I 53,00,00,000 to I 75,00,00,000.

During the year the Company has allotted 1,34,988
equity shares of I 325/- each for consideration other
than cash aggregating to I 4,38,71,100/- (Rupees
four crore thirty eight lakh seventy one thousand
one hundred only) by way of Preferential Allotment
in lieu of acquisition of 8,888 Equity Shares from
the Minority Shareholders (constituting 2.32% of
the paid-up equity share capital) of Matrix Business
Services India Private Limited.

There has been a share transfer by way of Gift
of 7,90,000 from Mr Raghunandana Tangirala to
Mr Rammohan Tangirala.

Further in FY24 on 10 August, 2023, Company made
an allotment of 4,16,888 equity shares pursuant to
exercise of ESOP''s and application money received
from the respective eligible employees.

I n the Financial Year 2024, the Company made an
Initial Public Offering of 2,13,33,333 Equity Shares
of the face value of 110/- each at an issue price
of 1300/- per Equity Share, comprising offer for
sale of 80,00,000 shares (40 Lakhs equity shares
of Tangi Facility Solutions Pvt Ltd, 8 Lakhs equity
shares of IBEF-II and 32 Lakhs equity shares of
IBEF-IIA) and fresh issue of 1,33,33,333 shares.
The Equity Shares of the Company were listed on
BSE Limited (“BSE”) and National Stock Exchange
Limited (“NSE”) on 04 October 2023.

Consequent to the Initial Public Offering during
this financial year 2024, the subscribed, paid up
and issued share capital of the company stood
increased from 153,36,93,550 to 166,70,26,880.

The Company''s paid-up equity share capital stood
at 16,67,026,880 as on date of the report consisting
of 6,67,02,688 equity shares of 110/- each.

8. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

(A) Conservation of energy:

Your Company is predominantly operating in
Service Industry. The Company''s operations
are not very energy intensive and consume
nominal energy. Hence entail low energy
consumption costs and there are limited areas
where conservation measures can be applied.
However, the Company is making continuous
efforts to conserve energy in the areas of
lighting and air conditioning to optimise
energy consumption and the use of power.

(B) Technology absorption:

Your Company has always preferred the
development and use of technology to
improve its operations in various ways such
as automation of routine processes, improving
accuracy of record keeping, collecting
information from customer sites, analysing
and presenting data on customer dashboards
as well as to deliver our core service. Your
Company continues to make investments in its
subsidiary Wynwy Technologies to develop an
industry leading enterprise asset management
- EAM cum CMMS software. Your Company has
also intensified its engagement with Aubotz
Labs - the makers of Peppermint branded
cleaning and material handling robots.

(C) Foreign Exchange Earnings and Outgo:

The Company has no activity, which requires
reporting under the provisions of Section
134(3)(m) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 with regard
to Foreign Exchange Earnings and Outgo.

9. STATEMENT CONCERNING DEVELOPMENT
AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Board has an effective audit committee,
internal auditors and other control mechanisms
to ensure a proper control environment in the
Company. The board continuously reviews the
control framework policies and procedures as well
as technology to ensure that controls work as they
are designed to. Whenever there are any incidents
that still occur in spite of all the controls and
whenever an incident gets reported or is detected,
the board has taken note of the matter and ensured
speedy and proper investigation and follow up
action to ensure that controls work effectively and
so that the risks involved get managed.

During the year, your Directors have reviewed
the Company''s enterprise wide risk management
framework in respect of the business activities. The

Board is of the opinion that sufficient controls exists
which are effective and efficient in identifying,
monitoring and managing the risks involved.

10. CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act, 2013 mandates
every Company having minimum threshold limit
of networth, turnover or net profit as prescribed
to constitute a Corporate Social Responsibility
Committee of the Board, that shall indicate the
activities to be undertaken by the Company as
specified in Schedule VII of the Companies Act,
2013 and duly approved by the Board, fix the
amount of expenditure to be incurred on the
activities and monitor the CSR Policy from time to
time.

Since your Company falls within the threshold limit
definition, CSR Committee of the Board has been
constituted and has formulated a policy. The CSR
Report forming part of this report is furnished
Annexure 1.

During the year the Company has reconstituted
the Corporate Social Responsibility Committee.

The Reconstituted Composition of the CSR
Committee & Details of the meeting held during the
year:

i) The Committee was constituted in the Board
meeting held on 5 May 2022

Sl No	Name of Director	Designation	Number of meetings held during the year	Number of meetings attended
1.	Raghunandana	Member	2	2
	Tangirala
2.	Sunil Rewachand	Member	2	1
	Chandiramani
3.	Amit Choudhary	Member	2	1

ii) The Committee was reconstituted in the Board
meeting held on 21 March 2023

Sl Name of Director No	Designation	Number of meetings held during the year	Number of meetings attended
1. P C Balasubramanian	Chairperson	2	1
2. Raghunandana Tangirala	Member	2	2
3. Sangeetha Sumesh	Member	2	1

11. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013

Details of loans and investments made by the
Company under Section 186 of the Companies

Act, 2013 during the year under review are given
to the Notes of Financial Statements. Details with
reference to guarantees are given in Annexure 5.

Your Company has moved forwarded on its stated
path of converting itself into a full value-added
business support services platform and has had
another great year in the area of acquisitions and
towards strengthening its control over its existing
partly owned subsidiaries. Your Company has
made an exciting new investment in a leading Sales
Enablement and Outbound Tele Sales Company-
Athena BPO Pvt Ltd. This acquisition is expected
to give your Company a very strong entry into the
business of sales enablement and outbound tele¬
sales . The details of the investments made by your
Company during the year are as follows:

1. The Company made an acquisition of 57% in
Athena BPO Pvt Ltd on 23 December 2022.

2. The Company acquired additional equity
shares in Matrix Business Services India Private
Limited during the period, thereby increasing
its investment in this subsidiary from 87.50%
to 100%.

3. The Company acquired additional equity
shares in its Subsidiary Global Flight Handling
Services Limited increasing its investment in
this subsidiary from 70% to 83.25%.

12. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES

During the year under review, the contracts or
arrangements with related parties did not attract
the provisions of Section 188 of the Companies
Act, 2013

13. STATUTORY AUDITORS

M/s S. R. Batliboi & Associates LLP, Chartered
Accountants are the Statutory Auditors of the
Company for the FY 2022-23. However the 2nd
five year tenure of M/s S. R. Batliboi & Associates
gets over with the conclusion of this Annual
General Meeting.

The Board of Directors as recommended by the
Audit Committee of Directors, have subject to
the approval of the shareholders of the Company,
appointed M/s BSR & Co, Chartered Accountants,
(Firm Registration Number 101248W/W-100022)
as Statutory Auditors of the Company for a period
of 5 years, from the conclusion of the Twentieth
Annual General Meeting to the conclusion of the
Twenty Fifth Annual General Meeting,

BSR & Co. LLP, Chartered Accountants have
confirmed that their appointment which is

subject to the approval of the shareholders of the
Company, is well within the limits prescribed under
the Companies Act, 2013.

The Auditors M/s BSR & Co, Chartered Accountants,
(Firm Registration Number 101248W/W-100022)
are proposed to be appointed as Statutory Auditors
for a first term of 5 years in the ensuing Twentieth
Annual General Meeting

14. EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE
BY THE AUDITORS

No Qualifications, Reservations or Adverse
Remarks or Disclaimers made by the Auditors
during the year under review. Hence the need for
explanation or comments by the Board does not
arise. The report of the Statutory Auditors forms
part of the financial statement.

During the year under review, there were no
material or serious instances of fraud falling within
the purview of Section 143(12) of the Companies
Act, 2013 and rules made thereunder 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.

15. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is annexed to this Report as Annexure 2.

Statement containing particulars of employees
drawing remuneration in excess of limits prescribed
under Section 197 (12) of the Act read with Rule 5
(2) and 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel). Rules,
2014 is provided in the Annexure forming part of
this report. In terms of proviso to Section 136 (1)
of the Act, the Report and Accounts are being
sent to the Shareholders excluding the aforesaid
Annexure. The said Statement is also open for
inspection. Any member interested in obtaining
a copy of the same may write to the Company
Secretary.

16. ANNUAL RETURN

The extracts of Annual Return pursuant to the
provisions of Section 92 of the Companies Act,
2013 is placed in the Company''s website and
the web-link for accessing the Annual Return is:
www.uds.in/Investors/AnnualReturn.pdf

17. NUMBER OF BOARD MEETINGS/COMMITTEE
MEETING CONDUCTED DURING THE YEAR
UNDER REVIEW

The Board met 11 times during the FY 2022-23 as per
the details furnished in the Corporate Governance
Report. The Maximum time gap between 2 board
meetings did not exceed 120 days.

Audit Committee
Composition of Audit Committee

The composition of the Audit Committee is as
under and it is in compliance with the provisions of
Section 177 of the Companies Act, 2013 read with
the rules thereunder and Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015. The scope of the
activities of the Audit Committee 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.

The Members of the Audit Committee met Seven
times during the financial year under review, as
per the details stated in the Corporate Governance
Report.

Nomination and Remuneration Committee
The Members of the Nomination and Remuneration
Committee met four times during the financial year
under review. The details of the constitution of the
Nomination and Remuneration Committee, terms
of reference and the meetings held during the
financial year have been stated in the Corporate
Governance Report.

During the year, the Company has adopted a
revised Nomination and Remuneration Policy. The
Policy can be accessed from our website www.uds.
in. A formal Annual Evaluation by the Board was
done as per the Board evaluation policy.

Stakeholders Relationship Committee

During the year 2022-23 the Company was unlisted
Company. The Members of the Stakeholders
Relationship Committee did not meet during the
financial year under review. The details of the
constitution of the Stakeholders Relationship
Committee and terms of reference have been
stated in the Corporate Governance Report.

Risk Management Committee

During the year 2022-23, the Company was unlisted
Company. The risk management committee was
constituted on 21 March 2023. The Members of the
Risk Management Committee did not meet during
the financial year under review. The details of the
constitution of the Risk Management Committee
and terms of reference have been stated in the
Corporate Governance Report.

Corporate Social Responsibility Committee

The Members of the Corporate Social Responsibility
Committee met twice during the financial year
under review. The details of the constitution of the
CSR Committee and the Committee meetings held
during the financial year have been stated in the
Corporate Governance Report.

Pursuant to the provisions of the Companies Act,
2013, the Board has carried out evaluation of its
own performance, the directors individually of its
own performance and evaluation of working of the
committees of the Board during the FY 2022-23
as per the criteria laid down by Nomination and
Remuneration Committee. The evaluation process
contained various aspects of the functioning of
the Board and its committees and their roles,
frequency of duties and obligations.

The Board expressed its satisfaction on the
performance of all the directors, Board and its
committees which reflected the overall engagement
of the directors, the Board and its committees with
the Company.

18. SEPARATE MEETING OF INDEPENDENT
DIRECTORS

The Independent Directors of the Company
had met during the year on 31st March 2023 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.

19. REMUNERATION POLICY

The Board has 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 remuneration. 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 www.uds.in

20. 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 judgements 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 being unlisted, sub clause (e)
of Section 134(5) of the Companies Act, 2013
pertaining to laying down internal financial
controls is not applicable to the Company; 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.

21. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

The Company has no Associates and it has not
entered into Joint Venture with any other Company
during the financial year under review. The
Company has the following subsidiary Companies
as on 31 March 2023:

i. Avon Solutions & Logistics Private Limited

ii. Integrated Technical Staffing and Solutions
Private Limited

iii. Tangy Supplies & Solutions Private Limited

iv. Stanworth Management Private Limited

v. Fusion Foods & Catering Private Limited

vi. Wynwy Technologies Private Limited (Earlier
known as Zappy Home Solutions Private
Limited)

vii. Global Flight Handling Services Private Limited

viii. Updater Services (UDS) Foundation (Section 8
Company)

ix. Matrix Business Services India Private Limited

x. Washroom Hygiene Concepts Private Limited

xi. Denave India Private Limited

xii. Athena BPO Private Limited

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 3 as
part of this Report.

22. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review there was Appointment, Change in Designation and Resignation of
Directors, Wholetime Directors as mentioned below:

Sl No	Name of Director	Current Designation	Changes
1	P C Balasubramanian	Wholetime Director	Appointed as Additional Director on 13 September 2022. Appointment was regularised in the AGM held on 31 December 2022. He is liable to retirement by rotation at the ensuing 20th Annual General Meeting and being eligible offers himself for re-appointment.
2	Sangeeta Sumesh	Independent Director	Appointed as Additional Director on 13 September 2022. Appointment was regularised in the AGM held on 31 December 2022.
3	Sunil Rewachand Chandiramani	Independent Director	Re-appointed for 5 consecutive years on 13 September 2022 and regularised in the EGM held on 3 December 2022.
4	Amit Choudhary	Independent Director	Re-appointed for 5 consecutive years on 13 September 2022. regularised in the EGM held on 3 December 2022.
5	Amitabh Jaipuria	Non-Executive Director	Appointed as an Executive Director on 4 March 2023. There was a change in his designation from Executive Director to Non-Executive Director on 1 May 2023 and regularised as a Director in the EGM held on 18 September 2023
6	L B Jayaram	Consultant	Resigned as Company Secretary of the Company with effect from 4 March 2023
7	B Ravishankar	Company Secretary and Compliance Officer	Appointed as the Company Secretary and Compliance Officer with effect from 6 March 2023
8	Vijay Dhanuka	-	Resigned as the Nominee Director of the Company on 21 March 2023
9	Shankarnarayanan Gopalakrishnan	-	Resigned as Nominee Director of the Company on 21 March 2023

24. 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.

25. CORPORATE GOVERNANCE AND
SHAREHOLDERS INFORMATION

Your Company has taken adequate steps
to adhere to all the stipulations laid down in
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. A report on

Corporate Governance is included as a part of this
Annual Report.

Certificate from the Practising Company Secretary
confirming the compliance with the conditions of
Corporate Governance as stipulated under SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached to this Report.

26. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

A detailed discussion on the industry structure
(dealing with IFM and BSS) as well as on the financial
and operational performance is contained in the
‘Management Discussion and Analysis Report'' that
forms an integral part of this Report.

27. SECRETARIAL AUDITOR

SPNP & Associates, Chennai, was appointed
as Secretarial Auditor for FY 2022-23 by the

Board in its meeting held on 04.03.2023, upon
recommendation by the Audit Committee. The
MR-3 report of the Secretarial Auditor has been
circulated to the Board of Directors. The Report
of the Secretarial Auditor is annexed herewith as
Annexure 4 and forms part of this Report. There
has been no observation in the Secretarial Auditors
report for the Current FY 2022-23.

28. DECLARATION FROM INDEPENDENT
DIRECTORS

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 of the SEBI (LODR)
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 all
the Independent Directors were exempted from
undergoing the online proficiency self-assessment
test for the Independent Directors pursuant to Rule
6(4) of Companies (Appointment and Qualification
of Directors) Rules, 2014.

During the year under review, the Independent
Directors met on 31 March 2023 without the
presence of Non - Independent Directors and
members of the Management.

29. INTERNAL AUDITOR

M/s Protiviti India Member Private Limited was
appointed as the Internal Auditors for FY 2022-23,
upon recommendation by the Audit Committee.
The internal auditors make presentation to the
Audit committee on the on their report.

30. DISCLOSURES UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013

The Company is committed to and implementing
the sexual harassment prevention policy in letter
and spirit. The Company is committed to the cause
of diversity and inclusion and to provide a safe and
non-discriminatory workplace to all its employees.
The Company has in place a Prevention of Sexual
Harassment Policy in line with the requirements
of the sexual harassment of women at workplace
(Prevention, Prohibition and Redressal) Act, 2013.
An Internal Complaints Committee has been set up

to redress complaints received regarding sexual
harassment.

During the year under review, there were no cases
filed pursuant to sexual harassment of women at
workplace (Prevention, Prohibition and Redressal)
Act, 2013.

31. DISCLOSURE WITH REGARD TO EMPLOYEES
STOCK OPTION SCHEME

The details with regard to ‘Updater Employee Stock
Option Plan 2019’ (ESOP 2019) is given below:

1. Number of Options which can be granted
under the Scheme: 16,32,640

2. Options granted: 11,50,015

3. Options vested: 6,62,566

4. Options exercised: Nil

5. The total number of shares arising as a result
of exercise of option: Nil

6. Options lapsed/cancelled: 487,449

7. The exercise price: I 10/- or I 111/- as applicable

8. Variation of terms of options: Relaxation of
the terms and conditions of vesting beneficial
to the Option Grantees vide shareholders
resolution on 31.03.2022

9. Money realised by exercise of options:
2,41,54,558

10. Total number of options in force: 6,62,566 (all
vested)

The details with regard to ‘Updater Employee Stock
Option Plan 2022’ (ESOP 2022) is given below:

1. Number of Options which can be granted
under the Scheme: 18,50,000

2. Options granted: 17,33,000

3. Options vested: Nil

4. Options exercised: Nil

5. The total number of shares arising as a result
of exercise of option: Nil

6. Options lapsed/cancelled: Nil

7. The exercise price: I 300

8. Variation of terms of options: Nil

9. Money realised by exercise of options: Nil

10. Total number of options in force: 17,33,000

The details with regard to ‘Updater Employee Stock
Option Plan 2022-Second’ (ESOP 2022-Second)

is given below:

1. Number of Options which can be granted
under the Scheme: 1,00,000

2. Options granted: 1,00,000

3. Options vested: Nil

4. Options exercised: Nil

5. The total number of shares arising as a result
of exercise of option: Nil

6. Options lapsed/cancelled: Nil

7. The exercise price: I 300

8. Variation of terms of options: Nil

9. Money realised by exercise of options: Nil

10. Total number of options in force: 1,00,000

32. FRAUD REPORTING

The Company has not entered into transactions
which are fraudulent or illegal or violative of the
Company''s code of conduct. No whistle-blower
complaints was received during the year.

33. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS

No significant and material order has been passed
by the regulators, courts, tribunals impacting the
going concern status and Company''s operations in
future.

34. VIGIL MECHANISM /WHISTLE
BLOWER POLICY:

The Company has framed a vigil mechanism for
Directors/Employees and every employee has
the right to report to the concerned Director
any genuine concerns or grievances about
unprofessional conduct, malpractices, wrongful
conduct, fraud, violation of the Company''s policies
& values, violation of law without any fear of
reprisal. 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-2871.pdf

35. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Prevention
of Insider Trading with a view to regulating trading
in securities by the Promoters, Directors and
Designated Persons of the Company. The Code
requires pre-clearance for dealing in the Company''s
shares and prohibits the purchase or sale of
Company''s shares by the Promoters, Directors
and the designated persons while in possession of
unpublished price sensitive information in relation
to the Company and during the period when the
Trading Window is closed.

36. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act,
2013 the Board has internally carried out an annual
performance evaluation of its own performance,
the directors individually as well as the working
of its Audit and Nomination and Remuneration
Committee for the financial year 31 March 2023. A
structured questionnaire was prepared covering
various aspects of the Board''s functioning .

A separate exercise was carried out to evaluate
the performance of individual directors including
the Chairman of the Board. The performance
evaluation of the Independent Directors was
carried out by the entire board .

The performance evaluation of the Chairman and
Managing Director and the Executive Directors
was carried out by the Independent Directors in
their meeting held on 31 March 2023.

37. MAINTENANCE OF COST RECORDS

Maintenance of cost records is not required under
the provisions of Section 148 of the Companies
Act, 2013.

38. COMPLIANCE WITH THE PROVISIONS
OF SECRETARIAL STANDARD - 1 AND
SECRETARIAL STANDARD - 2

The applicable Secretarial Standards, ie SS-1
and SS-2, relating to ‘Meetings of the Board of
Directors'' and ‘General Meetings'', respectively,
have been duly complied by your Company.

39. 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.

40. LOAN FROM BANKS OR FINANCIAL INSTITUTION AND SETTLEMENT THEREOF

During the year under review there were no instances of one-time settlement and/or the valuation done while
taking loan from the Banks or Financial Institutions

41. ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

During the year, the AOA has been altered 3 times. The AOA has been altered in the EGM held on 03.12.2022,
06.03.2023 and 22.03.2023

During the year, the MOA has been altered in the EGM held on 06.03.2023.

42. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing
the Company''s objectives, projections, estimates and expectations may constitute ‘forward looking
statements'' within the meaning of applicable laws and regulations. Actual results may differ from those either
expressed or implied in the statement depending on the circumstances

43. ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to appreciate the hard work and efforts put in by all the
employees of the Company who have discharged their duties diligently and ensured that the Company''s
interests are well taken care of. The Company''s dedicated and experienced employees and Leadership team
have also ensured that the Company''s performance continues to be strong and amongst the best in its peer
group. Your Directors place on record their appreciation for the Management Team as well.

The Directors also place on record their sincere thanks to all Bankers, Business associates, Consultants, and
various Government Authorities for their continued support extended to your Company''s activities during
the year under review. Your Directors'' also acknowledge gratefully the shareholders for their support and
confidence reposed in your Company.

For and on Behalf of The Board of Directors

Raghunandana Tangirala P C Balasubramanian

D_at_e: 19/10/2023 Chairman and Managing Director Director

_{Place: Chennai} Din 00628914 Din 00584548