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Updater Services Limited Proxy Solicitation & Information Statement 2026
62399_rns_2026-05-25_b681d828-7fb3-48e0-a52e-b70b4e15c1dc.pdf
Proxy Solicitation & Information Statement
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uds
Redefining Business
Services
May 25, 2026
| To: BSE Limited (BSE) Corporate Relationship Department Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai- 400001 BSE Scrip Code: 543996 | To: National Stock Exchange of India Limited (NSE) Listing Department Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400051 NSE Code: UDS |
|---|---|
Dear Sir / Madam,
Sub: Notice of Postal Ballot of Updater Services Limited ("the Company")
Pursuant to Section 108 & 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies Companies (Management and Administration) Rules, 2014, we enclose herewith the notice of the Postal Ballot together with the Explanatory Statement being sent to the members of the Company to transact the following business:
| S.No | Type of Resolution | Description of the Resolution |
|---|---|---|
| 1 | Special Resolution | To consider and approve the change in designation of Mr. Amitabh Jaipuria (DIN: 01864871) from Non-Executive Director to Senior Executive Director and his appointment as Whole-time Director and Key Managerial Personnel. |
In compliance with the provisions of the of Section 108, Section 110 and all other applicable provisions, if any, of the Companies Act, 2013, ("the Act") read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("MCA Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), read with Securities and Exchange Board of India ("SEBI") Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 ("SEBI Master Circular"), Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020 along with subsequent circulars issued in this regard, Circular No. 9/2023 dated September 25, 2023, Circular No. 9/2024 dated September 19, 2024 and Circular No. 3/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as "MCA Circulars") and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), this Notice is being sent only through electronic mode to all the members whose e-mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on Friday, May 22, 2026 ("Cut-off date").
The Company has engaged the services of National Securities Depository Limited ("NSDL") for providing remote e-voting facilities to the Members, enabling them to cast their vote electronically and in a secure manner. Detailed instructions for e-voting are provided as part of the notice which the members are requested to read carefully before casting their vote.
The remote e-voting facility would be available during the following period:
| Commencement of e-Voting | 9.00 A.M. IST on Wednesday, May 27, 2026 |
|---|---|
| End of e-Voting | 5.00 P.M. IST on Thursday, June 25, 2026 |
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
uds
Redefining Business Services
Remote e-voting will be blocked by NSDL immediately thereafter and will not be allowed beyond the said date and time. The results of the Postal Ballot will be announced on or before Friday, June 26, 2026. The said Notice is be available on the website of the Company at www.uds.in, website of BSE Limited ("BSE"): www.bseindia.com and National Stock Exchange of India Limited ("NSE"): www.nseindia.com on which the Equity Shares of the Company are listed and on the website of our e-voting agency i.e., National Securities Depository Limited ("NSDL") at www.evoting.nsdl.com
This is for your information and records.
For and on behalf of Updater Services Limited
SANDHYA
Digitally signed by
SANDHYA
Date: 2026.05.25
08:05:39 +05'30'
Sandhya Saravanan
Company Secretary and Compliance Officer
Membership No. A66942
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
uds
Redefining Business
Services
UPDATER SERVICES LIMITED
CIN: L74140TN2003PLC051955
Regd. Office: 1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai – 600085
E-mail: [email protected] Website: www.uds.in
Notice of Postal Ballot
Dear Shareholders,
Notice is hereby given that pursuant to and in compliance with the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 3/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “MCA Circulars”), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (“SS-2”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification or re-enactment thereof for the time being in force, and as amended from time to time), and pursuant to other applicable laws and regulations, that the resolutions appended below is proposed for approval of the shareholders of the Company through postal ballot only by remote e-voting process (“e-voting”).
The explanatory statement pursuant to Section 102, 110 and other applicable provisions, if any, of the Act pertaining to the said resolution setting out the material facts and the reasons thereof form part of the Postal Ballot Notice.
Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors of the Company, at their meeting held on March 30, 2026, has appointed M/s. Alagar & Associates LLP, Practicing Company Secretaries, Chennai bearing Firm Registration No: L2025TN019200 as the Scrutinizer (“Scrutinizer”) for conducting the postal ballot through e-voting process in a fair and transparent manner.
In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s). The details of the procedure to cast the vote forms part of the ‘Notes’ to this Notice.
The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged the services of National Securities Depository Limited (“NSDL”) to facilitate e-voting. The Company has made necessary arrangements with NSDL to enable the Members to register their e-mail address. Those Members
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
uds
Redefining Business Services
who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Postal Ballot Notice.
Accordingly, members can cast their vote electronically through the NSDL e-voting platform. Remote e-voting will commence at 9.00 A.M. (IST) on Wednesday, May 27, 2026, and will end at 5.00 P.M. (IST) on Thursday, June 25, 2026. Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice not later than 5:00 P.M. (IST) on Thursday, June 25, 2026. The remote e-voting facility will be disabled by NSDL immediately thereafter and will not be allowed beyond the said date and time.
The Scrutinizer after completion of scrutiny of the e-voting will submit their report to the Chairman of the Company or any other person authorized by the Chairman of the Company on or before Friday, June 26, 2026. The results of the e-voting conducted for Postal Ballot will be announced at the Registered Office of the Company on or before Friday, June 26, 2026, and communicated to BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (together referred as "Stock Exchanges"), National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") (together referred as "Depositories"). The results will also be displayed at the Company's website at www.uds.in and on the website of National Securities Depository Limited (NSDL) at www.evoting.nsdl.com.
The last date specified by the Company for casting of voting through Remote E-voting will be taken as the date on which the resolution would be deemed to have passed, if approved by the requisite majority in accordance with SEBI Listing Regulations and the Companies Act.
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
Uds
Redefining Business
Services
Special Business:
- To consider and approve the change in designation of Mr. Amitabh Jaipuria (DIN: 01864871) from Non-Executive Director to Senior Executive Director and his appointment as Whole-time Director and Key Managerial Personnel.
To consider and if thought fit, to pass the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 149, 152, 196, 197, 198, 203 and all other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with Schedule V thereto and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in accordance with Regulation 17(1C) and Regulation 19(4) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), including any statutory modification(s) or re-enactment thereof for the time being in force, and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board, the approval of the members of the company be and is hereby accorded for change in designation of Mr. Amitabh Jaipuria (DIN: 01864871) from Non-Executive, Non-Independent Director to Senior Executive Director of the Company and designate him as a Whole-time Director and Key Managerial Personnel of the Company, liable to retire by rotation, for a period of three years plus extension as mutually agreed, with effect from April 01, 2026.
RESOLVED FURTHER THAT pursuant to the provisions of Sections 197, 198 read with Schedule V of the Act and Regulation 17(6) of SEBI LODR Regulations, approval of the members be and is hereby accorded for payment of remuneration to Mr. Amitabh Jaipuria, Whole-time Director, as under:
| Fixed Salary | Rs. 1,50,00,000/- per annum (Rupees One Crore and Fifty Lakhs Only). |
|---|---|
| Other Benefits | A mutually agreed variable pay scheme will be worked upon during the year. |
| In case of M&A transaction, separate contract shall be entered into between the Management and Senior Executive Director for deal commission. | |
| NRC approval shall be sought upon finalisation. | |
| Perquisites | As per the Company’s remuneration policy and applicable provisions of the Act and rules made thereunder. |
RESOLVED FURTHER THAT the aforesaid remuneration shall be in accordance with the overall limits as prescribed under Section 197 read with Schedule V of the Companies Act, 2013 and Regulation 17(6) of SEBI LODR Regulations.
RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year, the remuneration payable to Mr. Amitabh Jaipuria shall be given over and above the Schedule V to the Companies Act, 2013.
RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorized to vary, alter or revise the terms and conditions of appointment and remuneration, from time to time, in accordance with the provisions of applicable laws, subject to such approvals as may be required.
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
uds
Redefining Business Services
RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorized, severally, to do all such acts, deeds, matters and things as may be necessary, expedient or desirable to give effect to this resolution, including filing of requisite forms with the Registrar of Companies, making disclosures to stock exchanges under Regulation 30 of SEBI LODR Regulations and complying with all other applicable statutory requirements."
For and on behalf of Updater Services Limited
Sandhya Saravanan
Company Secretary & Compliance Officer
Membership No. A66942
Place: Chennai
Date: March 30, 2026
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
uds
Redefining Business Services
NOTES:
The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013, ("the Act") read with the rules framed thereunder ("MCA Rules") stating material facts and reasons for the proposed resolutions are annexed hereto for your consideration.
In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories/RTA.
The Members may note that this Postal Ballot Notice will also be available on the Company's website, www.uds.in and websites of the Stock Exchanges where the equity shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively and on the website of National Securities Depository Limited, the agency engaged by the Company for providing the facility of Remote e-voting to the Members of the Company at www.evoting.nsdl.com
| Demat Holding | By contacting Depository Participant (“DP”) and registering e-mail address and mobile number in demat account, as per the process advised by the DP. |
|---|---|
Further, the Resolution if passed by Shareholders with requisite majority, shall be deemed to have been passed on, the last day of remote e-voting i.e; Thursday, June 25, 2026. Further, resolutions passed by the members through the postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members. The documents referred to in the Notice and the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, shall be available for inspection at the Registered Office of the Company between 3 P.M. to 5 P.M. on all days except on Saturday, Sunday and National Holidays till the last date of Remote e-voting. Members who wish to inspect the documents shall also send an e-mail to [email protected] mentioning their name, Folio No. / Client ID and DP ID. requesting for inspection of documents.
Voting rights of the Shareholders shall be in proportion to the shares held by them in the paid- up equity share capital of the Company as on Friday, May 22, 2026 ("Cut-off date"). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes by Remote e-voting. A person who is not a member as on the Cut-off date should treat this Postal Ballot Notice for information purposes only. The Remote e-voting period shall commence from 9.00 A.M. (IST) on Wednesday, May 27, 2026, and will end at 5.00 P.M. (IST) on Thursday, June 25, 2026. The Remote e-voting module shall be disabled by NSDL thereafter. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change it subsequently.
The Scrutinizer shall, immediately after the conclusion of voting through Remote e-voting, unblock the votes cast through Remote e-voting in the presence of at least two witnesses and issue, not later than two working days of the conclusion of the Remote e-voting, a scrutinizer's report of the total votes cast in 'FAVOUR' and 'AGAINST', if any, to the Chairman of the Company or any person authorized by him.
The said results along with the Scrutinizer's Report would be intimated to National Stock Exchange of India Limited and BSE Limited at www.nseindia.com, and www.bseindia.com and where the equity shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website at www.uds.in and on the website of NSDL at www.evoting.nsdl.com.
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
uds
Redefining Business
Services
The instructions for Remote e-voting are as under:
As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.
Login method for Individual shareholders holding securities in demat mode is given below:
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting for Individual shareholders holding securities in demat mode
In terms of SEBI circular 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.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. | 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
| 2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. | |
| 3. If you are 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 |
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
uds
Redefining Business Services
-
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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
-
Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
NSDL Mobile App is available on
App Store
Google Play
Individual Shareholders holding securities in demat mode with CDSL
-
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
-
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. 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.
-
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.
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
uds
Redefining Business Services
| 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 (holding securities in demat mode) login through their depository participants | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
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. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022-4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
- 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, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
uds
Redefining Business
Services
using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below :
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical | Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. | 8 Character DP ID followed by 8 Digit Client ID |
| For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. | |
| b) For Members who hold shares in demat account with CDSL. | 16 Digit Beneficiary ID |
| For example if your Beneficiary ID is 12 then your user ID is 12 | |
| c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the company |
| For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
- Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c) How to retrieve your 'initial password'?
(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
- If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
uds
Redefining Business Services
- After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
- Now, you will have to click on "Login" button.
- After you click on the "Login" button, home page of e-Voting will open.
Step 2: Cast your vote electronically on NSDL e-Voting system.
How to cast your vote electronically on NSDL e-Voting system?
- After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
- Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
- Now you are ready for e-Voting as the Voting page opens.
- Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
- Upon confirmation, the message "Vote cast successfully" will be displayed.
- You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
- Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for Shareholders
- Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
- It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
- In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 or send a request to Ms. Prajakta Pawle at [email protected]
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
Uds
Redefining Business Services
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
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In case shares are held in physical mode please provide 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 [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
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Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account to access e-Voting facility.
Other Instructions:
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The Scrutinizer shall, immediately after the conclusion of voting through Remote e-voting unblock the votes cast through Remote e-voting and issue, not later than 48 hours of conclusion of the Remote e-voting, a scrutinizer's report of the total votes cast in favour and against, if any, to the Chairman of the Company or any person authorised by him.
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The said results along with the Scrutinizer's Report would be intimated to National Stock Exchange of India Limited and BSE Limited, where the equity shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website www.uds.in and on the website of National Securities Depository Limited ("NSDL"): www.evoting.nsdl.com. Further, the results shall be displayed on the Notice Board of the Company at its Registered Office as well as Corporate Office for at least 3 days from the date of declaration of voting results.
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For any query connected with the Resolution proposed to be passed by means of Postal Ballot through Remote e-voting, members may contact Company's Registrar & Share Transfer Agent (RTA), MUFG Intime India Private Limited (Formerly Known as Link Intime India Private Limited)(MIIPL), C - 101, 247 Park, LBS Marg, Vikhroli West, Mumbai - 400083; Telephone: +91-022-49186270; Fax: +91-022-49186060; Email: [email protected] or Ms. Sandhya Saravanan, Company Secretary & Compliance Officer of the Company by sending email at [email protected] or call at +91 98409 63076 Address: 1st Floor, No. 42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085. or Ms. Prajakta Pawle, National Securities Depository Limited, email id: [email protected] or call at 022-48867000.
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
Uds
Redefining Business
Services
Explanatory Statement pursuant to Section 102 of the Companies Act, 2013
Item No. 1
Mr. Amitabh Jaipuria (DIN: 01864871) was appointed as an Additional Executive Director by the Board of Directors on March 4, 2023. He subsequently resigned from the position of Additional Executive Director with effect from April 29, 2023, and was thereafter redesignated as an Additional Non-Executive Non-Independent Director with effect from April 30, 2023. His appointment was later regularized by the shareholders at the Extra-Ordinary General Meeting held on September 18, 2023.
The Board of Directors of the Company, at its meeting held on March 30, 2026, based on the recommendation of the Nomination and Remuneration Committee, approved the proposal for change in designation of Mr. Amitabh Jaipuria (DIN: 01864871) from Non-Executive, Non-Independent Director to Senior Executive Director of the Company.
Further, in terms of the provisions of Sections 196, 197, 198 and 203 read with Schedule V of the Companies Act, 2013 ("the Act"), the Board has also approved his appointment as a Whole-time Director of the Company, liable to retire by rotation, subject to the approval of the shareholders.
Mr. Amitabh Jaipuria is associated with the Company and has rich experience, expertise and deep understanding of business operations. Considering his qualifications, leadership abilities and significant contributions to the Company, the Board is of the view that his appointment as Senior Executive Director and Whole-time Director will be beneficial to the Company.
Mr. Amitabh Jaipuria is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act, nor debarred from holding the office of director by virtue of any SEBI order or any other such authority and has given all the necessary declarations and confirmation including his consent to be appointed on the Board of the Company.
The principal terms and conditions of his appointment and remuneration are as follows:
| Designation | Senior Executive Whole-time Director |
|---|---|
| Remuneration | Fixed Salary: Rs. 1,50,00,000/- (Rupees One Crore and Fifty Lakhs Only) |
| Other Benefits: A mutually agreed variable pay scheme will be worked upon during the year. | |
| In case of M&A transaction, separate contract shall be entered into between the Management and Senior Executive Director for deal commission. | |
| NRC approval shall be sought upon finalisation. | |
| Perquisites and other benefits: As per the Company’s remuneration policy and applicable provisions of the Act and rules made thereunder. | |
| Tenure | For a period of 3 years + extension as mutually agreed |
| Minimum remuneration | In the event of absence or inadequacy of profits, remuneration shall be governed by Schedule V of the Act |
The remuneration proposed is in accordance with the provisions of Section 197 read with Schedule V of the Act and Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Except Mr. Amitabh Jaipuria and his relatives, none of the Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1.
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
Uds
Redefining Business
Services
The Board recommends the resolution set out at Item No. 1 for approval of the members as a Special Resolution.
Additional Information in respect of Item No. 1 pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 issued by the Institute of Company Secretaries of India in respect of a director seeking appointment are furnished hereunder:
| S.No | Particulars | Details |
|---|---|---|
| 1. | Name of the Director | Mr. Amitabh Jaipuria |
| 2. | DIN | 01864871 |
| 3. | Date of Birth | 15.05.1966 |
| 4. | Age | 60 years |
| 5. | Date of First Appointment on the Board | 04.03.2023 |
| 6. | Qualifications | BSc in Physics (Bombay University, Ruia College, 1987) and a PGDBM in Management from XLRI (BM batch of 1989) |
| 7. | Experience | He has over 37 years of experience in top organizations, with leadership roles such as CEO, Managing Director, and President. He has 20+ years as a business head and 8+ years of board experience. His expertise includes business leadership, M&A, investor relations, corporate affairs, and crisis management across industries in India and globally. |
| 8. | Nature of expertise in specific functional areas | Corporate affairs, Investor Relations and Key Strategic Initiatives of the Company. |
| 9. | Terms and conditions of Appointment | As per the Appointment Letter |
| 10. | Details of Remuneration | |
| Remuneration last drawn | ||
| Remuneration proposed | Remuneration last drawn: Mr. Amitabh Jaipuria received remuneration in the form of sitting fees, amounting to Rs. 1,00,000/- for each Board meeting attended and Rs. 75,000/- for each Committee meeting. | |
| Remuneration proposed: Rs. 1,50,00,000/- (Rupees One Crore and Fifty Lakhs Only) | ||
| 11. | Number of Shares held in the Company (both own or held by/for other persons on a beneficial basis) as on March 31, 2026 | Nil |
| 12. | Relationship with other directors and KMP of the Company | Not Applicable. |
| 13. | Number of Board Meetings attended during the year | 7/7 Board Meetings were attended |
| 14. | Chairmanship/Membership of the Committees of the Board of Director of the Company | Risk Management Committee - Member |
| IPO Committee - Member | ||
| 15. | List of other Listed/Public Companies in which Directorship held along with listed entities from which the person has resigned in the past three years | No. of Directorship held – Nil |
| Membership of Committees- Nil | ||
| Chairmanship of Committee - Nil |
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all
uds
Redefining Business
Services
| 16 | Chairmanship/Membership of the Committee of other companies in which he / she is a director along with listed entities from which the person has resigned in the past three years | Nil |
|---|---|---|
For and on behalf of Updater Services Limited
Sandhya Saravanan
Company Secretary & Compliance Officer
Membership No. A66942
Place: Chennai
Date: March 30, 2026
Updater Services Limited (earlier Updater Services Pvt Ltd)
1st Floor, No.42, Gandhi Mandapam Road, Kotturpuram, Chennai - 600085
+91 44 2446 3234 | 0333 | [email protected] | [email protected] | www.uds.in |
CIN L74140TN2003PLC051955
Our Values: happy people I clear purpose I better everyday I do good I balance all