United Drilling Tools Ltd. — AGM Information 2024

Sep 2, 2024

Digitally signed by ANAND KUMAR MISHRA Date: 2024.09.02 17:25:13 +05'30'

ANAND KUMAR MISHRA

United Drilling Tools Limited

Corporate Overview // Statutory Reports Financial Statements

Notice

NOTICE IS HEREBY GIVEN THAT the 42nd Annual General Meeting (‘AGM’) of the Members of United Drilling Tools Limited (‘the Company / UDTL’) will be held on Wednesday, the 25th day of September, 2024 at 11:30 A.M. (IST) through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’), to transact following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements (Standalone & Consolidated) of the Company for the financial year ended March 31, 2024, together with the reports of the Board of Directors (‘the Board’) and Statutory Auditor’s thereon;

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT the audited standalone financial statements of the Company for the Financial Year ended March 31, 2024 including Audited Balance Sheet as at March 31, 2024 and the statement of Profit & Loss, Cash Flow Statement and Statement of Change in Equity for the Financial year ended on that date and the report of the Board of Directors and Statutory Auditors thereon, as circulated to the members, be and are hereby considered and adopted;

RESOLVED FURTHER THAT the audited consolidated financial statements of the Company for the financial year ended March 31, 2024 including audited Balance Sheet as at March 31, 2024 and the Statement of Profit & Loss, Cash Flow Statement and Statement of Change in Equity for the Financial Year ended on that date and the report of Statutory Auditors thereon, as circulated to the members, be and are hereby considered and adopted;

RESOLVED FURTHER THAT approval of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board’, which term shall be deemed to include any Committee thereof, which may exercise its powers, including the powers, conferred by this resolution) to do all such acts, deeds, matters and things and to take all such steps as may be required to give effect to this resolution.”

1. To consider and approve Final Dividend and also confirm two Interim Dividend(s) for the Financial Year ended March 31, 2024.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT Two (02) Interim Dividend(s) and also a Final Dividend of H0.60 paisa per Equity Share to the eligible Shareholders / Members, aggregating to H1.80/- only per equity share of H10/- each fully paid-up, as declared /

recommended by the Board of Directors on 14.08.2023, 09.02.2024 and 24.05.2024, respectively for the FY ended March 31, 2024 be and are hereby confirmed and approved which was paid / to be paid out of disposable / distributable Profits of the Company for the said Financial Year 2023-24.”

1. To appoint a Director in place of Mr. Inderpal Sharma, having DIN: 07649251, who retires by rotation and being eligible, offers himself for re-appointment.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT in accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Inderpal Sharma, Director having DIN: 07649251, who retires by rotation at this meeting, and being eligible, offers himself for re-appointment be and is hereby appointed as a Director of the Company.”

SPECIAL BUSINESS:

1. To consider the ratification of remuneration payable to the Cost Auditors of the Company for the financial year ending March 31, 2025.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company hereby ratifies the remuneration of H75,000/- (Rupees Seventy Five Thousand only) plus applicable Goods and Service tax (GST) and reimbursement of out of pocket expenses incurred in connection with the aforesaid audit, payable to Cost Auditors M/s Swati Chaturvedi, Practicing Cost Accountants, (Firm Registration Number: 100664), who have been appointed by the Board of Directors on the recommendation of Audit Committee, as Cost Auditors of the Company to conduct the audit of the cost records maintained by the Company as prescribed under the Companies (Audit and Auditors) Rules, 2014 as amended, for the Financial Year ending March 31, 2025.”

1. Increase in the limit of Managerial Remuneration of Mr. Pramod Kumar Gupta (DIN - 00619482), Chairman-cumManaging Director of the Company.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as Special resolution.

“RESOLVED THAT pursuant to the provisions of Section 197, 203 and all other applicable provisions, if any, of the

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Annual Report 2023-24

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Companies Act, 2013 (the Act) as amended and effective from 2018 and the rules made there under read with Schedule V as amended and pursuant to the provisions of Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to recommendation of nomination and remuneration committee, Board of Directors and remuneration policy, performance evaluation and subject to such consents, approvals or permissions as required from time to time and in furtherance of the special resolution passed in the 40th Annual General Meeting held on September 26, 2022, consent of the members of the Company be and is hereby accorded to increase the remuneration of Mr. Pramod Kumar Gupta (DIN - 00619482), Chairman-Cum-Managing Director of the Company on such terms and conditions as set out in the explanatory statement to the notice;

RESOLVED FURTHER THAT in case company has no profit or inadequate profits, the remuneration as set out in the explanatory statement annexed hereto shall also be the minimum remuneration payable to Mr. Pramod Kumar Gupta, (DIN - 00619482) pursuant to the applicable provisions of Section 197 of the Companies Act, 2013 read with Schedule V and exceed the limits specified pursuant to the provisions of Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other enabling provisions of Companies Act, 2013, and SEBI Regulations or any amendment thereto or modification thereof and the Rules, regulations or guidelines there under;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized (which term shall always be deemed to include any Committee as constituted by the Board) to vary the remuneration specified above from time to time as may be required to the extent the Board of Director may consider appropriate in accordance with the applicable provisions of Companies Act, 2013, any rules, SEBI regulations and schedules made there under for the time being in force;

RESOLVED FURTHER THAT save and except as aforesaid, all other existing terms and conditions of appointment of Mr. Pramod Kumar Gupta, passed at the 40th AGM shall continue to remain in full force and effect;

RESOLVED FURTHER THAT any director of the Company and/or Company Secretary of the Company, be and are hereby authorized to do all such acts, matters, deeds and things necessary or desirable in connection with,

or incidental to, giving effect to the above resolution, including filing of the resolution/application(s) with the Registrar of Companies, NCT of Delhi & Haryana, and any other authority, if any and to comply with all requirements in this regards.”

1. To consider and approve the material related party transactions with American Completion Tools Inc. USA

2. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with the rules framed thereunder and the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions and pursuant to the recommendation of the Audit Committee and Board of Directors, the approval of the Members of the Company be and is hereby accorded to the Company to enter into or continue material related party transaction(s) / Contract(s) / Arrangement(s) / Agreement(s) with American Completion Tools Inc. USA, which is a ‘Related Party’ under Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI Listing Regulations, for the financial year 2024-25 and these transactions, whether individual or in series, shall be on terms outlined in the explanatory statement as mutually agreed and the total value of these transactions will not exceed the limits specified in the explanatory statement, will be carried out in the ordinary course of business and on an arm’s length basis;

RESOLVED FURTHER THAT the Board of Directors of the Company (including the Audit Committee) be and is hereby authorized to execute all necessary agreements, documents, instruments and also empowered to modify the terms and conditions of these contracts / arrangements / transactions and to resolve any questions, difficulties, or doubts that may arise in this regard;

RESOLVED FURTHER that all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

For and on behalf of Board of United Drilling Tools Limited

Sd/-

Anand Kumar Mishra Company Secretary M. No. FCS - 7207

Date: 13/08/2024 Place: Noida

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United Drilling Tools Limited

Corporate Overview // Statutory Reports Financial Statements

Additional Information of Directors being appointed / re-appointed as required under Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and clause 1.2.5 of Secretarial Standards (SS-2) on General Meetings issued by the Institute of Company Secretaries of India, in order of the items mentioned in the Notice

Name	of Director – Mr. Inderpal Sharma (DIN - 07649251)	of Director – Mr. Inderpal Sharma (DIN - 07649251)
1.	Reason for Change	Re-appointment due to retire by rotation
2.	Date of Birth	15-12-1969
3.	Nationality	Indian
4.	Brief Profle / Resume / Exp.	Mr. Inderpal Sharma having over 34 years of technical expertise in the manufacturing of oil
		drilling tools industry and managing operations smoothly. He has demonstrated exceptional
		profciency in optimizing production processes. Mr. Inderpal Sharma has been associated
		with the Company from last 29 years.
5.	Disclosure of Relationship	NIL
6.	Directorship / Membership in other listed entities	NIL
7.	No. of Shares Held in UDTL	NIL

NOTES:

• (i) The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the business under Item Nos. 4 to 6 of the Notice, is annexed hereto. Further, the relevant details with respect to Item Nos. 3 pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM are also annexed.

• (ii) The Ministry of Corporate Affairs (“MCA”) has vide its General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by “COVID-19”, General Circular Nos. 20/2020 dated May 5, 2020, 10/2022 dated December 28, 2022 and subsequent circulars issued in this regard, the latest being 09/2023 dated September 25, 2023 in relation to “Clarification on holding of Annual General Meeting (“AGM”) through Video Conferencing (VC) or Other Audio Visual Means (OAVM)”, (collectively referred to as “MCA Circulars”) permitted the holding of the AGM through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the AGM of the Company is being held through VC /OAVM. The registered office of the Company shall be deemed to be the venue for the AGM.

• (iii) In accordance with the aforesaid MCA Circulars and Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4

• dated January 5, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2023/167 dated October 7, 2023 issued by Securities Exchange Board of India (collectively referred to as “SEBI Circulars”), the Notice of the AGM along with the Annual Report for FY 2023-24 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”), collectively “Depositories”.

• (iv) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

• (v) The Members may join the AGM through VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee Stakeholders Relationship Committee,

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Annual Report 2023-24

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Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

• (vi) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

• (vii) In line with the Ministry of Corporate Affairs (MCA) Circulars, the Notice calling the AGM has been uploaded on the website of the Company at www.udtltd.com. The Notice can also be accessed from the websites of the Stock Exchanges. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

• (viii) Since ensuing AGM is being held through VC/OAVM, physical attendance of Members has been dispensed in line with the MCA Circulars and SEBI Circulars. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

• (ix) Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (in PDF/ JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote E-voting. The said Resolution/ Authorization shall be sent to the Scrutinizer by email through its registered email address to balrajsharmafcs@gmail.com with a copy marked to helpdesk.evoting@cdslindia.com.

• (x) Pursuant to section 124 of the Companies Act, 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016 read with the relevant circular and amendments thereto (‘IEPF Rules’) the amount of Dividend which remaining unpaid or unclaimed for a period of seven years shall be transferred by the Company to the Investor Education and Protection Fund, constituted by the Central Government. Members who have not encashed their dividend warrants so far in respect of the aforesaid periods, are requested to make their claims to the Company Secretary of the Company, at the Company’s Registered Office, well in advance of due dates. Pursuant to the provisions of IEPF Authority, IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2024 on the website of the Company at www.udtltd.com and also on the website of the Ministry of Corporate Affairs (www.mca.gov.in).

• (xi) The Members whose unclaimed dividends and/or shares have been transferred to IEPF, may contact the

• Company or RTA and submit the required documents for issue of Entitlement Letter. The Members can attach the Entitlement Letter and other required documents and file the IEPF-5 form for claiming the dividend and/or shares available on www.iepf.gov.in. For details, please refer to Corporate Governance Report which is a part of this Annual report.

• (xii) As per Regulation 40 of the SEBI Listing Regulations, as amended, securities of listed companies can only be transferred in demat form with effect from April 1, 2019, except in case of request for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holding to demat form, Members can contact the Company for assistance in this regard.

• (xiii) Members holding shares in dematerialized form are requested to intimate all changes pertaining to their Bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), Mandates, Nominations, Power of Attorney, Change of address, Change of name, e-mail address, contact numbers, etc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company’s records which will help the Company and the Company’s Registrars and Transfer Agents, to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to new registrar i.e; M/s Beetal Financial & Computer Services Private Limited in place of M/s Alankit Assignments Limited.

• (xiv) The Securities and Exchange Board of India (SEBI) has by its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 03, 2021, Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and Circular No. SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, SEBI/ HO/MIRSD/POD-1/P/CIR/2023/181 dated November 17, 2023 made it mandatory for all holders of physical Securities to furnish the copy of PAN, Nomination in form SH-13, Cancellation or change in Nomination in form SH14, Updation of contact detail in form ISR-1, & updation of Bank account details in form ISR-2. In this regard, you may contact with our Company’s designated Registrar & Share Transfer Agent (RTA) and / or to our Company’s official.

• (xv) SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/ OIAE/OIAE_IAD-1/P/ CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes

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United Drilling Tools Limited

Corporate Overview // Statutory Reports Financial Statements

• arising in the Indian Securities Market. Pursuant to abovementioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https:// smartodr.in/login) and the same can also be accessed through the Company’s website https://on.tcs.com/ ODRPortal.

• (xvi) Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share certificates for consolidating their holding in one folio. In case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

• (xvii) Members seeking any information with regard to the Accounts or any matter to be placed at the AGM, Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, Register of Contracts or Arrangements in which directors are interested under Section 189 of the Act, and relevant documents referred to in the accompanying Notice and in the Explanatory Statements or the like are requested to write to the Company through email on compsect@udtltd. com. The same will be replied by the Company suitably.

• (xviii) The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, September 19, 2024 to Wednesday, September 25, 2024 (both days inclusive) for Annual General Meeting.

• (xix) Since the AGM will be held through VC/OAVM, the question of providing Route Map to the venue of the meeting does not arise.

• (xx) The Company has fixed Tuesday, August 27, 2024 as the cut-off date for determining entitlement of members to final dividend for the FY ended March 31, 2024, if approved at ensuing AGM. If the final Dividend, as recommended by the Board, is approved at ensuing AGM, payment of such dividend subject to deduction of Tax at source, as per Income Tax Act , 1961 will be made on Thursday, October 10, 2024 as under:- (i) To all Beneficial Owners in respect of shares held in de-mat form as per data as may be made available by the NSDL & CDSL collectively as Depositories as of end of day on Tuesday , August 27, 2024 (ii) To all members in respect of shares held in physical form after giving effect to valid transmission and transposition requests lodged with the Company/RTA as of the close of business hours on Tuesday, August 27, 2024.

• (xxi) Pursuant to finance Act, 2020, dividend income is taxable in the hand of shareholders w.e.f April 1, 2020 and therefore, the Company shall be required to deduct tax

at source (TDS) from dividend paid to the shareholders at the prescribed rates. For the prescribed rates for various categories, please refer to the finance act, 2020 and the amendments thereof.

• (xxii) The shareholders are requested to update their PAN with the Depository Participants (DPs) (if shares held in dematerialized form) and/or the Company’s designated RTA M/s Beetal Financial and Computers Services Limited (if shares are held in physical form).

• (xxiii) A Resident individual shareholder with PAN and whose income does not exceed maximum amount not chargeable to tax or who is not liable to pay income tax, as the case may be, can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by e-mail to beetalrta@gmail.com, Shareholders are requested to note that if the PAN is not correct/ invalid/ inoperative or have not filed their income tax returns, then tax will be deducted at higher rates prescribed under Sections 206AA or 206AB of the Income-tax Act, as applicable and in case of invalid PAN, they will not be able to get credit of TDS from the Income Tax Department.

• (xxiv) Non-resident shareholders [including Foreign Institutional Investors (“FIIs”)/Foreign Portfolio Investors (“FPIs”)] can avail beneficial rates under tax treaty between India and their country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose, the shareholder may submit the above documents by e-mail to beetalrta@gmail.com.

• (xxv) The e-voting period commences at 10.00 a.m. on Sunday, September 22, 2024 and ends at 5.00 p.m. on Tuesday, September 24, 2024. During this period shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date Wednesday, September 18, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (xxvi) The voting rights of Members shall be in proportion to their share in the paid up equity share capital of the Company as on the cut off-date of Wednesday, September 18, 2024.

• (xxvii) The Board of Directors of the Company have appointed M/s Balraj Sharma & Associates (FCS-1605, C.P No. 824) Company Secretaries, Delhi as the scrutinizer to scrutinize the remote e-voting process as well as voting during the Annual General Meeting in a fair and transparent manner.

• (xxviii) The Scrutinizer shall after the conclusion of voting at AGM, unblock the votes casted through remote e-voting and

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voting at AGM and shall not later than two days submit a consolidated scrutinizer’s report of the total votes cast in favour and against, if any, forthwith to the Chairman of the Meeting or any other person authorized by him.

and on the website of CDSL within 48 hours of conclusion of the AGM of the Company and communicated to the NSE and BSE where Company’s equity shares are listed.

• (xxix) The Results declared along with the scrutinizer’s report shall be placed on the Company’s website www.udtltd.com

Explanatory Statement (Pursuant to section 102 of the Companies Act, 2013)

The following Explanatory Statement, as required under Section 102 of the Companies Act, 2013 (‘the Act’), set out all the material facts relating to the business proposed to be transacted under Item No. 04, 05 & 06 of the accompanying Notice dated August 13, 2024.

None of the Directors or Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested, financially or otherwise, in this resolution.

The Board recommends the Ordinary Resolution set out in Item No. 4 of this Notice for the approval of Members.

ITEM NO. 04

Ratify the remuneration payable to the cost auditors of the Company for the financial year ending March 31, 2025

Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 provides for:

• Appointment of a Cost Accountant in practice, to conduct audit of cost records of a Company, by the Board of Directors on the recommendation of Audit Committee; and

• Ratification of remuneration payable to her by the members of the Company.

In terms of the aforesaid provisions, the Board of Directors of the Company at its meeting held on August 13, 2024 and based on the recommendation of Audit Committee had approved the appointment of M/s Swati Chaturvedi, Practicing Cost Accountants, (FRN - 100664) as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2025.

The remuneration fixed for the said appointment is H75,000 (Rupees Seventy Five Thousand only) plus applicable Goods and Service tax (GST) and reimbursement of out of pocket expenses incurred in connection with the aforesaid audit.

ITEM NO. 05

Increase in the limits of Managerial Remuneration of Mr. Pramod Kumar Gupta (DIN - 00619482), Chairman-cumManaging Director of the Company.

Based on the recommendation of Nomination and Remuneration Committee (NRC) and the Board of Directors, the members at its 40th Annual General Meeting held on September 26, 2022, approved the appointment and remuneration payable to Mr. Pramod Kumar Gupta (DIN - 00619482), Chairman-cum-Managing Director of the Company beyond 20.12.2022 for the period of 5 (five) years and fixation of remuneration for the period of 3 (Three) years.

In terms of Regulation 17(6)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) the fee and compensation payable to Executive Directors who are promoters or members of promoter group, shall be subject to the approval of the members by Special Resolution in General Meeting, if, (i) the annual remuneration payable to such executive director exceeds H5.00 Crore or 2.5 per cent of the net profits of the Company, whichever is higher; or (ii) where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 per cent of the net profits of the Company.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor shall be ratified by the members of the Company.

Accordingly, consent of the Members is being sought to ratify the remuneration payable to the Cost Auditors.

UDTL’s NRC had assessed his suitability with reference to the core skills, competencies and expertise identified by its Board in the context of the Company’s business and sector (viz. General Business / Industry awareness, Functional knowledge / General Management / Administration and Communication and collaborative approach) and also taking into consideration the skills, knowledge and experience already available on the Board.

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United Drilling Tools Limited

Corporate Overview // Statutory Reports Financial Statements

Mr. Pramod Kumar Gupta has also demonstrated his leadership skills, strategic vision, accomplished the strategic targets within the defined timelines. Carrying a paragon of capability, expertise, and professionalism over the years, his areas of expertise include Technical experience, Sales & Marketing, Banking, Customer Service, Trade Finance, Foreign exchange, Business continuity planning, etc.

Considering the above experience, expertise and strategic vision have been crucial in the Company’s growth, the Board of Directors at its meeting held on May 24, 2024 (based on the recommendation of NRC) had approved the increase in remuneration of Mr. Pramod Kumar Gupta as hereunder, subject to the approval of shareholders / members in the ensuing Annual General Meeting (AGM) of the Company from H10,00,000/- per month to H15,00,000/- per month include all perquisites and allowances.

Name & Designation	Period of appointment / re-appointment	Salary including allowances & perquisites per month (D)
Mr. Pramod Kumar	5 years from	Up toH15,00,000/- from
Gupta, Chairman	21/12/2022 to	24/05/2024 to 23/05/2027
– cum-Managing	20/12/2027
Director

The above monthly remuneration shall include all perquisites and allowances except those which are excluded as per amended schedule V of Companies Act, 2013 such as:

• (a) contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income-tax Act, 1961

• (b) gratuity payable at a rate not exceeding half a month’s salary for each completed year of service; and

• (c) Encashment of leave at the end of the tenure.

The above said remuneration and perquisites may exceed the ceiling laid down in Sections 197 and 198, and Regulation 17 (6) of SEBI listing regulations and all other applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations as may be amended, from time to time.

The Scope and quantum of remuneration and perquisites specified hereinabove, may be fixed, enhanced, enlarged, decreased, widened, altered or varied by the Board in the light of and in conformity with any amendments to the relevant provisions of the Companies Act and / or the rules and regulations made thereunder from, time to time.

In absence of or inadequacy of profits in any financial year during the currency of tenure of the appointee, the aforesaid remuneration will be paid as the minimum remuneration subject to the provisions of Section II of Part II of amended Schedule V of the Companies Act, 2013 or such other amount as may be

provided in Schedule V as may be amended from to time or an equivalent statutory re-enactments thereof.

Accordingly, consent of the Members is being sought to approve the increased in remuneration payable to Mr. Pramod Kumar Gupta, Chairman-cum-Managing Director of the Company for a period of three year w.e.f May 24, 2024.

Save and except Mr. Pramod Kumar Gupta and Dr. Kanal Gupta, none of the other Directors or Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, financially or otherwise, in this resolution.

The Board recommends the special resolution set out in item No. 5 of this notice for the approval of the members.

ITEM NO. 06

Approve the Material Related Party Transactions with American Completion Tools Inc. USA

The provisions of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective from April 1, 2022, mandates prior approval of members by means of an ordinary resolution for all material related party transactions and subsequent material modifications as defined by the audit committee, even if such transactions are in the ordinary course of business of the concerned company and at an arm’s length basis. Effective from April 1, 2022, a transaction with a related party shall be considered as material if the transaction(s) to be entered into, either individually or taken together with previous transactions during a financial year, whether directly and/or through its subsidiary(ies), exceed(s) H1,000 crore, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.

For the financial year 2024-25, the Company proposes to enter into material related party transactions with American Completion Tools Inc. USA, as detailed in the Annexure to the Notice. These transactions are expected to exceed the materiality thresholds mentioned above. Therefore, in compliance with SEBI Listing Regulations, approval of the Members is sought for all such proposed transactions with American Completion Tools Inc. USA. These transactions will be conducted in the ordinary course of business and on an arm’s length basis.

The Audit Committee, having reviewed the relevant details provided by management as required by law, has approved the transaction(s) subject to the Members’ approval. The Committee has noted that these transactions will be conducted at arm’s length, in the ordinary course of business, and in accordance with the Company’s policy on Related Party Transactions Policy.

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The Members may note that in terms of the provisions of the SEBI Listing Regulations, the related parties as defined thereunder (whether such related party(ies) is a party to the aforesaid transactions or not), shall not vote to approve the said resolutions.

The details as required under Regulation 23(4) of the SEBI Listing Regulations read with SEBI Circular bearing reference no. SEBI / HO / CFD / CMD1 / CIR / P/2021/662 dated November 22, 2021 are given annexure to this Notice.

Accordingly, consent of the Members is being sought to approve to enter/continue to enter into Material Related Party Transaction(s)

/ Contract(s) / Arrangement(s) / Agreement(s) with American Completion Tools Inc. USA in the ordinary course of business and at arm’s length basis.

Save and except Mr. Pramod Kumar Gupta and Dr. Kanal Gupta, none of the other Directors or Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, financially or otherwise, in this resolution.

The Board recommends the ordinary resolution set out in item No. 6 of this notice for the approval of the members.

For and on behalf of Board of United Drilling Tools Limited

Date: 13/08/2024 Place: Noida

Sd/- Anand Kumar Mishra Company Secretary M. No. FCS - 7207

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United Drilling Tools Limited

Corporate Overview // Statutory Reports Financial Statements

Annexure to Notice under Regulation 23(4) of the SEBI Listing Regulations read with SEBI Circular bearing reference no. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021

Material Related Party transactions with American Completion Tools Inc. USA

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Sr. Description Particulars
No.
----- End of picture text -----

1.	Name of the related party	American Completion Tools Inc. USA
2.	Nature of relationship [including nature of its	American Completion Tools Inc. USA is controlled or jointly controlled by the relative of Key
	interest (fnancial or otherwise)]	Managerial Personnel of the company defned as related party under Section 2(76) of the
		Act and Regulation 2(1)(zb) of the SEBI Listing Regulations read with Ind As 24.
3.	Type of the proposed transaction	Sale / Supply of Oil Drilling Equipments.
4.	Nature, duration/tenure, material terms, monetary	Transactions in the normal course of business with terms and conditions that are generally
	value and particulars of contract / arrangement	prevalent in the industry segments that the company is operating in.
		Monetary value of transactions subject to a maximum ofH60 Crore through contracts /
		arrangements for a duration up to Two (2) years with efect from FY 2024-25.
5.	Particulars of the proposed transaction	As provided in Sr. No. 03
6.	Tenure of the transaction	Contractual commitments expected for a tenure of 2 (Two) years (FY 2024-25 & FY 2025-26)
7.	Value of the proposed transaction	As provided in Sr. No. 04
8.	Percentage of the Company’s annual consolidated	Value of the proposed transaction represents 45.00% (approx.) of the consolidated turnover
	turnover, for the immediately preceding fnancial	of the Company for FY 2023-24.
	year, that is represented by the value of the
	proposed transaction
9.	Justifcation of the proposed transaction	The Company is engaged, inter-alia, in the manufacturing of oil drillings Equipment’s on
		national and global scale for its clients.
		The Company enters into Sale/Supply of Oil Drilling Equipment as per customer requirements
		at prices which are benchmarked with prevalent market prices.
10.	Details of the valuation report or external party	All contracts with related party defned as per Section 2(76) of the Act are reviewed for arm’s
	report (if any) enclosed with the Notice	length testing internally and by Statutory Auditors.
11.	Name of the Director or Key Managerial Personnel,	Mr. Pramod Kumar Gupta (DIN - 00619482) and Mr. Kanal Gupta (DIN – 01050505)
	who is related
12.	Any Other relevant Information	All info are part of the Explanatory Statement forming part of the notice.

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CDSL e-Voting System – For e-voting and Joining Virtual meetings.

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.

3. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

4. The attendance of the Members attending the AGM/ EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body

corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.

1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM/ EGM has been uploaded on the website of the Company at www.udtltd.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com respectively. The AGM/EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) i.e. www.evotingindia.com.

2. The AGM/EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

3. In continuation to this Ministry’s General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and after due examination, it has been decided to allow companies whose AGMs are due in the Year 2023 or 2024, to conduct their AGMs through VC or OAVM on or before 30th September, 2024 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

• (i) The voting period begins on Sunday, September 22, 2024 at 10.00 a.m. and ends on Tuesday, September 24, 2024 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Wednesday, September 18, 2024 of Wednesday may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 09.12.2020 , under Regulation 44 of Securities and Exchange Board of India (Listing Obligations

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United Drilling Tools Limited

Corporate Overview // Statutory Reports Financial Statements

and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only

facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

  • Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

• Type of shareholders Login Method Individual Shareholders 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option holding securities in Demat will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest mode with CDSL Depository are requested to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

• 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

• 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

• Individual Shareholders 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser holding securities in demat by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once mode with NSDL Depository the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

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Type of shareholders Login Method
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Individual Shareholders	You can also login using the login credentials of your demat account through your Depository Participant registered
(holding securities in demat	with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on
mode) login through their	e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can
Depository Participants (DP)	see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting
	service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting
	during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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Login type Helpdesk details
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Individual Shareholders holding securities in	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
Demat mode with CDSL	helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at
Demat mode with NSDL	evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.

PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders
	as well as physical shareholders)
	• Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use
	the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in
OR Date of Birth (DOB)	the company records in order to login.
	• If both the details are not recorded with the depository or company, please enter the member id / folio number
	in the Dividend Bank details feld.

• (vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL

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United Drilling Tools Limited

Corporate Overview // Statutory Reports Financial Statements

• platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN for the relevant on which you choose to vote.

• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz COMPSECT@UDTLTD.COM, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 07 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at COMPSECT@UDTLTD.COM. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 07 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at COMPSECT@UDTLTD.COM. These queries will be replied to by the company suitably by email.

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1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

2. Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.

3. If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/ MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the

share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

1. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

2. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL), Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk. evoting@cdslindia.com or call toll free no. 1800 21 09911.

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