Updater Services Ltd Directors Report

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 Companys 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.

Your Company delivered a resilient performance during Financial Year 2025-26, navigating a dynamic business environment while maintaining its focus on operational excellence, client relationships, and long-term value creation.

On a standalone basis, revenue from operations increased from 15,917.29 million to

17,624.05 million, registering a growth of 10.72% over the previous year. This growth reflects the Companys continued emphasis on service quality, operational efficiency, and strategic execution across its business segments.

At the consolidated level, the UDS Group continued to benefit from the contributions of its subsidiary companies, which played an important role in strengthening the Groups overall market presence and operational capabilities. Consolidated revenue increased from 27,360.63 million to 29,395.07 million, representing a healthy growth of 7.44% compared to the previous year.

While revenue growth remained encouraging, profitability during the year was impacted by certain business and market-related factors, including cost pressures, investments in growth initiatives, and changes in the revenue mix across segments. Consequently, consolidated Profit Before Tax (PBT) stood at 960.84 million as against 1,447.29 million in the previous year, while consolidated Profit After Tax (PAT) was

827.79 million compared to 1,189.77 million in the preceding year.

Similarly, on a standalone basis, Profit Before Tax stood at 612.45 million as compared to

994.62 million in the previous year. Despite the moderation in profitability, the Company demonstrated resilience by sustaining its operations, strengthening customer relationships, and maintaining a disciplined approach to cost management and resource allocation.

The Board recognizes that certain business segments experienced slower growth and margin pressures during the year. However, the Companys diversified service portfolio, strong customer base, and continued focus on operational improvements provide a solid foundation for future growth. Strategic investments made during the year are expected to support long-term value creation and enhance competitiveness in the evolving market landscape.

Looking ahead, the Board of Directors remains confident in the Companys growth prospects. With a strong business model, expanding opportunities across service verticals, and a continued focus on operational excellence, the Company is well-positioned to improve its performance and deliver sustainable growth in revenue and profitability during Financial Year 2026-27.

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

Your Company has transferred 528.59 million to the retained earnings during the financial year ending March 31, 2026.

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.

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

Your Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) where the Companys Shares are listed.

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.

Companys operation in two broad segmentsis as follows;

1. Integrated facilities management - IFM and

2. Business support services - BSS.

During the financial year under review, the Company did not issue any equity shares.

As of March 31, 2026, the Authorised Share Capital of the Company stood at 77,10,00,000, comprising 7,71,00,000 equity shares of face value 10 each.

Further, as at the end of the financial year 2025-26, the Issued, Subscribed, and Paid-up Equity Share Capital of the Company was

66,95,32,410, divided into 6,69,53,241 equity shares of face value 10 each.

(B) Technology absorption:

(C) Foreign Exchange Earnings and Outgo:

Rs. In Millions

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 Companys 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 Companys website at https://www. uds.in/webroot/media/relatedlinkfiles/risk-management-policy-file-1181.pdf

IIn 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.

The CSR Policy, approved by the Board of Directors, is designed to ensure the Companys 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 Companys strategy, vision, and long-term objectives for CSR activities, and it is available for reference on the Companys website at the following link: UDS CSR Policy.

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

Our initiatives are focused on addressing the fundamental challenges of hunger, poverty, and malnutrition by supporting vulnerable communities through access to nutritious food.

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

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, 2026, 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 Companys CSR endeavors.

The meeting was held on February 03, 2026.

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.

During the Financial Year 2025-26, all Related Party Transactions were conducted on an arms 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 of Related Party Transactions, as approved by the Board of Directors, is available on the Companys website at https://www.uds.in/webroot/media/ relatedlinkfiles/materiality-of-related-party-policy-file-1473.pdf

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 20th Annual General Meeting and shall hold the office till the conclusion of the 25th Annual General Meeting.

The standalone report issued by the Auditors to the members for the financial year ended March 31, 2026, contains the following qualification, reservation or adverse remark or disclaimer:

1. In Point 2A(b) of Report on Other Legal and Regulatory Requirements of the standalone auditors report, as of March 31, 2026, the back-up of the books of account and other relevant books and papers in electronic mode have been kept on servers physically located in India but not maintained on a daily basis.

Management Response: The Board has taken note of the auditors observation regarding compliance with Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. The Company confirms that its books of account are maintained in electronic mode and the backups are stored on servers physically located in India. Management has strengthened the backup process by implementing appropriate corrective measures to ensure daily backups and ongoing compliance with the applicable requirements.

2. In Point 2B(f) of the Report on Other Legal and Regulatory Requirements of the Standalone Auditors Report, the Statutory Auditors have observed that, as of March 31, 2026, for the instances specified below, the accounting software used by the Company for maintaining its books of account did not have the audit trail (edit log) feature enabled and operated throughout the year for all the relevant transactions recorded in the accounting software.

a. The feature of audit trail (edit log) was not enabled at the database layer of the accounting software for the entire audit period.

Management Response: The audit trail feature at the database layer was not enabled during the audit period as the current application architecture primarily relies on application-level controls and logging mechanisms for monitoring user activities and transaction changes. Enabling database-level audit logs was not considered due to performance considerations and dependency on legacy application configurations.

b. The feature of audit trail (edit log) was not enabled at the application layer for the period 1 April 2025 to 18 November 2025. For the period

19 November 2025 to 31 March 2026, the feature of audit trail (edit log) was not enabled for certain fields of tables for payroll, procurement, revenue, property, plant and equipment and financial reporting processes.

Management Response: The Board has taken note of the auditors observation regarding the audit trail (edit log) feature. The Company implemented the audit trail functionality at the application layer with effect from 19th November 2025. Following implementation, audit trail was not enabled for certain transactional and master data fields due to the initial application configuration based on the operational requirements identified at the time. Management has since reviewed the application configuration and initiated the necessary corrective actions to enable audit trail for all applicable fields and ensure compliance with the applicable requirements.

c. The feature of audit trail (edit log) was not enabled for certain changes which were performed by users having privilege access rights related to debug access, for the accounting software used for maintaining the books of accounts.

Management Response: The Board has noted the observation of the Statutory Auditors. The Company has implemented the recommended controls with immediate effect to ensure that the audit trail (edit log) feature remains enabled for all applicable user activities, including those involving privileged access rights. Further, periodic reviews and monitoring mechanisms have been instituted to verify the effectiveness of these controls and to ensure continued compliance with the applicable requirements.

3. In Point vii(a) of Annexure A of the standalone auditors report, as of March 31, 2026, an undisputed amount payable in respect of Labour Welfare Fund (LWF) Act, were in arrears for a period of more than six months from the date they became payable. The detail of the said amount is mentioned below:

(Amount in INR million)

4. In Point vii(b) of Annexure A of the standalone auditors report, as of March 31, 2026, Statutory dues which have not been deposited with the appropriate authorities on account of dispute. The detail of the said amount is mentioned below:

(Amount in INR million)

*Represents balance of disputed amount net of amount paid under protest.

Management Response for point 3 and 4: The Board has noted the observations of the Statutory Auditors. The Company is taking appropriate steps to comply with the applicable statutory requirements in respect of the Labour Welfare Fund dues. The disputed statutory dues are pending before the respective appellate authorities and are being contested based on legal advice. The management believes that these matters will not have any material impact on the financial statements.

5. In Point x(a) of Annexure A of the standalone auditors report, as of March 31, 2026, the Company still has an unutilised IPO fund balance of 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:

(Amount in INR million)

Management Response: The unutilised IPO fund balance has been carried forward for utilization, in accordance with applicable laws, as determined by the Board of Directors.

Apart from the above, the report does not include any qualifications, reservations, adverse remarks, or disclaimers. The auditors have also reported no instances of fraud under sub-section (12) of Section 143.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Compa-nies (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 a period of five consecutive years commencing from April 01, 2025 till March 31, 2030 by the Shareholders at the Annual General Meeting held on August 08, 2025, upon recommendation by the Board and Audit Committee meeting held on May 24, 2025. The MR-3 report of the Secretarial Auditor has been circulated to the Board of Di-rectors. 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 Stand-ards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Min-istry of Corporate Affairs (MCA). Further the Secretarial Audit report of the material subsid-iary 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 Re-quirements) Regulations 2015, Annual Secretarial Compliance report of the company an-nexed with the report as Annexure IV.

M/s. R.G.N. Price & Co. were appointed as the Internal Auditors of the Company for the fi-nancial year 2025-26, pursuant to the recommendation of the Audit Committee and approval of the Board of Directors at their meetings held on August 5, 2025, and November 5, 2025.

The Internal Audit Reports were submitted to the Audit Committee periodically for its review and recommendations. The Audit Committee also regularly evaluated the effectiveness and performance of the internal audit function.

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

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 Section 134(3) of the Act.

In compliance with Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures as required is included as "Annexure V" and forms an important part of this Report. The statement containing the details of the top 10 employees on the payroll and the particulars of employees employed throughout the year earning a remuneration of

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.

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

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.

The Board met 7 times during the financial year ended March 31, 2026, 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.

During the year under review, the Committee met 8 times for the financial year ended March 31, 2026. The composition of the Audit Committee is in compliance with the provision of Section 177 of the Companies Act 2013 read with the rules there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the constitution and scope of Audit Committee, terms of reference and the meetings held during the financial year is set out in the Corporate Governance Report.

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

During the year under review, the Committee met 7 times for the financial year ended March 31, 2026. 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.

DDuring the year under review, the Committee met 1 time for the financial year ended March 31, 2026. The Composition of Stakeholders Relationship Committee is in compliance with the provision of Companies Act 2013 read with rules made thereunder and Securities Ex-change 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 Relation-ship Committee were accepted by the Board.

During the year under review, the Committee met 2 times for the financial year ended March 31, 2026. 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 de-tails 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 Re-port.

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

During the year under review, the Committee met 1 time for the financial year ended March 31, 2026. 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.

During the year IPO committee met to handle records 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 Com-mittee and the Committee meetings held during the financial year have been stated in the Corporate Governance Report.

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

The Independent Directors of the Company had met on March 16, 2026, for the financial year ended March 31, 2026, 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 com-pany management and the Board without the presence of the Non-Independent Directors and members of the Management.

The Board, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their 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 Corporate Governance Report.

The Remuneration Policy approved by the Board of Directors is posted on the website of the Company https://www.uds.in/webroot/media/ relatedlinkfiles/nomination-and-remuneration-policy-file-1098.pdf

The company believes that building an inclusive and diverse culture is essential to its success. To maintain our competitive edge, a diverse Board will have advantage of differences in viewpoint, knowledge, experience in the industry, geographic background, age, race, ethnici-ty, 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 member-ship. 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 Companys website at https://www.uds.in/webroot/media/ relatedlinkfiles/uds-board-diversity-policy-file-1713.pdf

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

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

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

The Company has no Associates, and it has not entered into Joint Venture with any other Company during the financial year under review. However, the Company has the following subsidiary Companies as on March 31, 2026:

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.

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 Companys website at https://www.uds.in/webroot/media/relatedlinkfiles/material-subsidiary-policy-file-1679.pdf.

Mr. Sunil Rewachand Chandiramani (DIN: 00524035), Independent Director of the Listed Company is the Director in the Board of M/s. Denave India Private Limited, Material Subsidiary of the Listed Company with effect from June 15, 2022.

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

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

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

The Company has eminent individuals from diverse fields as Directors on its Board, who bring in the required skill, integrity, competence, expertise and experience that is required for making effective contribution to the Board. The Board comprised of six (6) Directors with an appropriate mix of Non-Executive Directors, Executive Directors and Independent Directors.

1. Mr. Raghunandana Tangirala (DIN: 00628914), Chairperson and Managing Director of the Company, retired by rotation and was re-appointed as the Director at the Annual General Meeting held on August 08, 2025.

2. Mrs. Radha Ramanujan resigned from the position of Group Chief Financial Officer of the UDS Group w.e.f the closing of business hours on September 04, 2025.

3. Mr. Surinder Kumar was appointed as the Group Chief Financial Officer of the UDS Group with effect from December 01, 2025, pursuant to the Board Meeting held on December 01, 2025. Subsequently he resigned from the position w.e.f the closing of business hours on March 16, 2026.

4. Mr. Ram Praveen Radhakrishnan was appointed as the Group Chief Financial Officer of the UDS Group with effect from March 17, 2026, pursuant to the Board Meeting held on March 16, 2026.

5. Mr. Amitabh Jaipuria (DIN: 01864871) was re-designated as Senior Executive Director in the capacity of Whole-time Director with effect from April 01, 2026, pursuant to the Board Meeting held on March 30, 2026.

Mrs. Jigyasa Sharma (DIN: 10474292), Executive Director of the Company, is liable to retire by rotation this year and, being eligible, is recommended for reappointment at the 23rd Annual General Meeting of the Company.

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year under review, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that each Independent Director is a person of integrity and possesses relevant expertise and experience and his/her continued association as Director will be of immense benefit and in the best interest of the Company.

Regarding proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under sub-section (1) of section

150 of the Act, the Board of Directors have taken on record the information submitted by Independent Director that he/she has complied with the applicable laws.

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.

Your Company has diligently complied with all the requirements set forth in the SEBI (List-ing Obligations and Disclosure Requirements) Regulations, 2015. The Annual Report includes a detailed Corporate Governance report. Additionally, a certificate from the Practising Com-pany Secretary, verifying adherence to the Corporate Governance conditions as specified under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is at-tached to this Report as "Annexure VII".

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:

• Companys Performance.

• Maintaining independence and adhering to Corporate Governance laws.

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

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

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

The Company has a familiarization programme for Independent Directors under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. It aims to provide Independent Directors Company insight to enable understanding of the business in depth and contribute significantly to the Company. Overview and details of the

programme for Independent Directors have been updated on https://www.uds.in/related-links/familiarization-programme

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

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

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.

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 2025-26.

The company offers share-based incentives as part of its strategy to attract, retain, and mo-tivate top talent. These stock options encourage employees to align their goals with the com-panys vision, thereby enhancing their contribution to the companys 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 De-bentures) 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, 2026. This information has been uploaded to the companys official website at www.uds.in

As per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the companys 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.

39. 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 Companys operations in future.

Pursuant to provisions of Section 177(9) of the Act and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company 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 pro-vides opportunities for employees to access the Audit Committee in good faith if they ob-serve unethical and improper practices. The Vigil Mechanism ensures standards of profes-sionalism, honesty, integrity and ethical behaviour. The Whistle-Blower Policy is put on the Companys website and can be accessed at: https://www.uds.in/ webroot/media/relatedlinkfiles/whistle-blower-policy-file-1565.pdf

During the year under review, the Company received a few complaints under the Whistle Blower Policy for the financial year ended March 31, 2026, and all such complaints were du-ly addressed and closed during the year.

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 Companys 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 Companys website via the following link: Code of Prevention of Insider Trading.

As part of its compliance with SEBIs 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.

In accordance with the Companys 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 2025-26. 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 Boards performance.

A separate evaluation process was conducted for individual Directors, including the Chair-man 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 Companys Independent Directors with the independence requirements outlined in the Listing Regulations, as well as their sep-aration 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 16, 2026, in accordance with Regulation 25(7) of the Listing Regulations. The evaluation process con-sidered the feedback and views of both Executive and Non-Executive Directors.

The Board hereby affirms that the Company is in compliance with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017. During the year under review, the Company have female employees on its rolls and has ensured adherence to all applicable provisions of the Act.

44. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from the Banks or Financial Institutions along with the reasons thereof

The company has not made any one-time settlements during the year which requires a valuation and hence it is not applicable.

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

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

During the year under review, there were no instances of one-time settlements or valuations conducted while securing loans from banks or financial institutions.

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.

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

50. Cautionary Statement

Statements in this Boards Report and Management Discussion and Analysis Report describing the Companys 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 Companys operations include changes in Government regulations, Tax regimes, economic developments within India and other ancillary factor.

Your directors would like to take this opportunity to express their sincere appreciation for the unwavering commitment and hard work of all employees who have consistently discharged their duties with dedication, ensuring the companys interests are well safeguarded. The leadership team, alongside the dedicated and experienced employees, has played a vital role in ensuring the companys 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.