Dear Members,

We are pleased to present your CompanyRs. s Thirty-seventh Integrated Annual Report, together with the Audited Statement
of Accounts, for the year ended March 31, 2026.

1. RESULTS OF OPERATIONS AND STATE OF AFFAIRS- FINANCIAL RESULTS
a) Consolidated Operations

Revenue from consolidated operations for the year was Rs. 876.03 crore, as compared to Rs. 832.25 crore in the
previous year, an increase of 5.26%. The overall Operational Expense for the year was Rs. 751.87 crore, against
Rs. 664.65 crore in the previous year. The Operating Profit (EBITDA) was lower at Rs. 124.16 crore, 14.17% of revenue,
against Rs. 167.60 crore, 20.14% % of revenue in the previous year. Profit after Tax for the year was at Rs. 116.74
crore, 13.33% of revenue, against Rs. 163.00 crore, 19.59% of revenue in the previous year.

Consolidated financial results are as below:

Rs. in Crore

b) Standalone Operations

Revenue from the standalone operations for the year was Rs. 805.97 crore against Rs. 768.66 crore in the
previous year, an increase of 4.85%. Total Operational Expense for the year was Rs. 692.03 crore against
Rs. 609.08 crore in the previous year, an increase of 13.62%. The Operating Profit (EBITDA) for the year was lower
at Rs. 113.94 crore, 14.14 % of revenue, against Rs. 159.58 crore, 20.76 % of revenue, in the previous year. Profit
after Tax for the year was at Rs. 118.31 crore, 14.68% of revenue, against Rs. 161.76 crore, 21.04 % of revenue in the
previous year.

Standalone financial results are as below:

Rs. in Crore

A detailed analysis on the CompanyRs. s performance are included in the "ManagementRs. s Discussion and Analysis
Report", which forms part of this Integrated Annual Report.

2. TRANSFER TO RESERVES

Your Company do not propose to transfer any amount
to the general reserve. The closing balance of the
retained earnings of the Company for FY 2026 after
all appropriation and adjustments was Rs. 828.57 crore

3. CHANGES IN THE CAPITAL STRUCTURE

The share capital structure of the Company as at
March 31, 2026 was as follows:

Note: The subscribed and paid capital of

Rs. 26,32,53,060/- (Rs. 26,32,53,060/- as on 31 March
2025) excludes Rs. 15,000 in respect of 2,800 forfeited
equity shares.

The Company has not issued shares with differential
voting rights or sweat equity shares during FYRs. 26.

Shares under Compulsory Dematerialization

The shares of the Company are under compulsory
dematerialization ("Demat") category and are
available for trading on both the depositories in India
viz. National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL). Of
the entire paid-up shares, 2,62,88,092 shares (99.86%)
are in dematerialized form as of March 31, 2026. The
International Securities Identification Number (ISIN)
allotted to the CompanyRs. s shares is INE096B01018.

4. LISTING

Your CompanyRs. s equity shares are listed at the
following stock exchanges:

5. LIQUIDITY AND CASH EQUIVALENTS

Your Company continues to retain its debt-free status
and maintains sufficient cash and cash equivalents
to meet the future strategic initiatives. The Company
has been conservative in its investment policy over
the years, maintaining a reasonably high level of cash
and cash equivalents which enable the Company to
eliminate short and medium-term liquidity risks, and
at the same time also help scale up operations at a
short notice. The goal of cash management at your
Company is to:

a. Use cash to provide sufficient working capital to
manage business operations of the Company to
be able to add value to all our stakeholders and
continuously enhance the same.

b. Maintain sufficient cash as reserves that will aid
the Company in capturing meaningful business
opportunities.

c. Invest surplus funds in low-risk fixed deposits
with banks and Public financial Institutions, debt
& arbitrage schemes of mutual funds and tax-free
bonds of Public sector enterprises.

Cash and cash equivalents along with other
bank balances including current investments at a
consolidated level of Rs. 414.14 crore, constitute 46%
of the shareholdersRs. funds at the year end, against
Rs. 359.73 crore, 44% of the shareholdersRs. funds at the
close of the previous year.

The Company has a well-defined forex policy, based
on which its currency exposure is closely monitored
to hedge the forward risk in a more structured and
timely manner.

6. DIVIDEND

The Board of Directors of the Company at their
meeting held on May 21, 2026, have recommended
a final dividend for its shareholders. The proposed
final dividend is 125% (Rs. 12.50 per equity share of Rs. 10
each), for FY 2025-26. This dividend is subject to the
approval of shareholders at the forthcoming Annual
General Meeting. If approved, the total Dividend pay-
out for FY 2025-26 will be Rs. 32.91 crore.

The record date for the purposes of the final dividend
will be July 10, 2026, and payment will be made within
30 days from the date of declaration of dividend.

7. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to applicable provisions of the Companies
Act 2013, read with IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules 2016 (Rs. the RulesRs. )
all unpaid or unclaimed dividends are required to be
transferred by the Company to the IEPF established
by the Central Government, after completion of seven

years. Further, according to the Rules, the shares
in respect of which dividend has not been paid or
claimed by the members for seven consecutive years
or more shall also be transferred to the Demat account
created by IEPF Authority. Accordingly, the Company
has transferred all unclaimed or unpaid dividends and
shares to IEPF as per applicable regulations.

The details are provided in the shareholder
information section of this Integrated Annual Report
and are also available on the Company website. i.e.
investor.nucleussoftware.com/investor-services/
unclaimed-unpaid-dividends/

The Board has appointed Ms. Poonam Bhasin,
Company Secretary, as the Nodal Officer to ensure
compliance with the IEPF rules.

8. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits covered
under Chapter V of the Companies Act, 2013 and,
as such, no amount of principal or interest was
outstanding on the date of the Balance Sheet.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

The Company policy for determining Rs. Material
SubsidiariesRs. and on Rs. Related Party TransactionsRs. ,
as approved by the Board can be accessed on the
Company website link: investor.nucleussoftware.
com/media/xuxh4zpq/nucleus_policy_on_material_
subsidiaries.pdf and https://investor.nucleussoftware.
com/media/fijljk0j/policy_on_related_party_
transactions.pdf respectively.

Particulars of contracts or arrangements with related
parties in the prescribed Form AOC-2, are provided as
Annexure B to this BoradRs. s Report.

10. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013 are provided in the notes to the Financial
Statements.

11. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF FINANCIAL YEAR 2026 AND
DATE OF THIS REPORT

No material changes and commitments have occurred
after the close of the year till the date of this BoardRs. s
Report, which will affect the financial position of
the Company.

12. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of
the Company.

13. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("the Listing Regulations"), the
ManagementRs. s discussion and analysis is set out in
this Integrated Annual Report.

14. REVIEW OF BUSINESS & OUTLOOK

The financial services industry continues to evolve
steadily, influenced by technology-led transformation,
regulatory developments, and changing customer
expectations. Financial institutions across markets are
increasingly focusing on strengthening their digital
capabilities while ensuring resilience, governance,
scalability, and organizational agility in responding to
rapidly changing market dynamics.

In this environment, the role of technology platforms
has become more central-enabling institutions not
only to modernize operations but also to adapt quickly,
integrate seamlessly, and scale with confidence
across evolving business contexts.

The year under review marks a defining milestone in
the journey of your Company as Nucleus Software
completes 40 years of innovation and excellence,
alongside commemorating 30 years of listing on the
Bombay Stock Exchange - reflecting four decades of
resilience, customer trust, governance, and long-term
value creation.

These milestones reflect:

- A consistent track record of serving financial
institutions over multiple cycles

- Strong governance practices as a publicly listed
entity

- Continued focus on building long-term,
sustainable value

Over the years, your Company has evolved from
a technology solutions provider to a platform-led
organization supporting lending and transaction
banking globally, while maintaining its commitment
to reliability and customer trust. During the year, this
focus was reflected across the strategic priorities
highlighted below. Together, these initiatives are
enabling the Company to build greater agility,
scalability, and resilience while positioning itself for
future opportunities.

1. Business Performance and Strategic Direction

Your Company continues to deliver solutions
through its core platforms-FinnOne Neo? and
FinnAxia?, supporting financial institutions
across lending and transaction banking
operations.

The strategic focus of the Company remains
centred around five key areas:

- Product and platform strengthening

- Adoption of AI and data-driven capabilities

- Expansion across international markets

- Delivery excellence for customers

- Building organizational capability and talent

This balanced approach allows the Company
to address both current market requirements
and long-term growth opportunities.

During the year, the Company continued
to invest in strengthening its product
capabilities, with a focus on:

- AI-enabled decision support across lending
lifecycle

- Improved collections capabilities with better
analytics and segmentation

- 561+API-based integrations to support
ecosystem connectivity

- Enhancements in automation and compliance
frameworks

These developments are aimed at enabling
customers to improve operational efficiency,
strengthen risk management, and respond more
effectively to evolving regulatory and market
conditions.

2. Strategic Partnership with AWS

During the year, your Company entered into
a strategic collaboration with Amazon Web
Services (AWS), marking an important step in
expanding its global delivery capabilities.

Key elements of this engagement include:

- A multi-year agreement focused on

innovation and customer value

- Availability of FinnOne Neo? suite on
AWS Marketplace, enabling streamlined
procurement and faster deployments

- Participation in the AWS ISV Accelerate
Program, strengthening joint go-to-market
efforts

- Continued recognition under the AWS
Financial Services Competency

The partnership is expected to strengthen the
CompanyRs. s ability to serve customers across
geographies with greater agility, scalability, and
speed of execution.

3. Execution Discipline: Hoshin Kanri and Lean

Your Company continues to adopt Hoshin Kanri
as a framework to align long-term strategy with
execution priorities across the organization. This
is supported by Lean principles, which focus on:

- Continuous improvement in delivery
processes

- Efficient utilization of resources

- Enhancing customer experience

These approaches are aimed at ensuring
consistency in execution while enabling the
organization to remain responsive to evolving
business requirements.

4. Market Presence and Partnerships

Your Company continues to strengthen its
presence across key markets including India,
Africa, Southeast Asia, the Middle East, Australia,
and North America. In addition, partnerships with
Cloud providers, Fintech Companies and system
integrators are helping expand reach, support
localized deployments, and enhance overall value
delivery to customers.

15. NEW PRODUCT LAUNCHES
FinnOne Neo? GA 8.5

In line with the CompanyRs. s strategic theme of
"Enduring Foundations. Accelerated Futures.", the
release of FinnOne Neo? GA 8.5 marks a significant
advancement in strengthening the core architecture
of its digital lending platform while accelerating the
adoption of intelligent, AI-led capabilities across the
lending lifecycle.

Built on decades of lending domain expertise,
FinnOne Neo? continues to evolve as a composable,
enterprise-grade platform integrating customer
acquisition, loan management, collections, collateral
management, and enterprise content management
into a unified ecosystem designed for scalability,
governance, agility, and operational resilience.

The GA 8.5 release further strengthens the platformRs. s
foundational capabilities through enhancements
focused on:

- data security and governance through PII
masking, encryption, and role-based access
controls

- regulatory-ready servicing frameworks
supporting co-lending and audit-ready operations

- operational standardisation through embedded
rule engines and workflow automation

- multilingual and inclusive customer engagement
frameworks

FinnOne Neo? GA 8.5 exemplifies your CompanyRs. s
philosophy of building on enduring foundations
while accelerating towards the future

During the year, the Company also strengthened
capabilities across key modules of FinnOne
Neo?:

- Customer Acquisition System (CAS):

Enhancements focused on faster onboarding,
digital execution, fraud detection, automated
data extraction, and real-time integrations to
improve customer experience and compliance
readiness.

- Loan Management System (LMS):

Enhancements included restructuring support,

co-lending servicing, multilingual communication
frameworks, subsidy management workflows,
and strengthened data privacy controls to
improve servicing flexibility and operational
transparency.

- Collections Management: Al-led collections

capabilities including predictive scoring,

sentiment analysis, speech-to-text intelligence,
and automated workflows were introduced to
improve recovery effectiveness and operational
efficiency.

Your Company further strengthened its Collateral
Management System (CMS) capabilities through
centralized collateral governance, lifecycle
management, API-led integrations, and automated
verification frameworks, enhancing enterprise-wide
risk visibility and operational control.

Additionally, enhancements to the Enterprise Content
Management (ECM) framework enabled more efficient
document processing, centralized archival, workflow-
based management, and audit-ready operations,
supporting the transition towards paperless and
operationally efficient lending ecosystems.

FinnAxia? GA 9.0

In continuation of the CompanyRs. s commitment to
strengthening core platforms while accelerating
innovation, the release of FinnAxia? 9.0 marks a
significant advancement in its transaction banking
suite, reinforcing its position as a scalable, enterprise-
grade platform for payments, liquidity, and corporate

banking operations. Designed to support intuitive,
secure, and high-performance transaction banking
experiences, particularly for SME and MSME
ecosystems, FinnAxia? 9.0 strengthens operational
resilience, ecosystem scalability, and regulatory
alignment across banking operations.

The release further strengthens the platformRs. s
foundational capabilities through enhancements
focused on:

- modernised technology frameworks and

infrastructure scalability

- strengthened operational efficiency and quality
assurance

- enhanced security, compliance, and audit

readiness

- improved governance, traceability, and

transaction control mechanisms

Complementing the foundational capabilities,
FinnAxia? 9.0 introduces several enhancements
across transaction processing, customer experience,
workflow automation, and ecosystem integration.

The platform also strengthens enterprise
configurability and automation through enhanced API
ecosystems, enabling seamless integration with ERP
systems, external platforms, and evolving banking
ecosystems.

By combining strong foundational capabilities with
forward-looking innovation, FinnAxia? 9.0 enables
financial institutions to operate with greater agility,
scalability, operational efficiency, and resilience in an
increasingly digital banking environment.

16. NOTABLE ACCOLADES RECEIVED DURING THE YEAR

Your Company continues to be recognised by
leading industry bodies and global institutions for its
contribution to innovation, technology excellence, and
thought leadership in the financial services sector.
These recognitions reflect the strength of its platforms,
the trust of its stakeholders, and its consistent focus
on building scalable, future-ready solutions.

During the year under review, the Company received
the following notable accolades:

1. Best Global Fintech Pioneer - India to the World

We were honoured with the "Best Global Fintech
Pioneer - India to the World" award at the
6th edition of the PICUP Fintech Conference
& Awards 2026, a premier industry platform

organised by the Indian BanksRs. Association and
FICCI, with Boston Consulting Group as the
Knowledge Partner.

2. Gold Award for Excellence in Technology -
Software

Our Annual Report for FY 2024-25 received
the Gold Award for Excellence in Technology
- Software at the League of American
Communications Professionals LLC Annual
Report Awards.

3. Technical Achievement Award

We were also conferred the Technical
Achievement Award for Annual Report FY
2024-25 by League of American Communications
Professionals LLC, reaffirming its focus on
innovation and excellence in corporate reporting
practices.

4. Best Enterprise Collections Platform 2026

FinnOne Neo?, the CompanyRs. s flagship digital
lending platform, was recognised as the Best
Enterprise Collections Platform 2026 at the
Bharat Collections Summit & Awards 2026.

5. Excellence in Digital Consumer Transformation -
Finnovex Saudi Arabia 2025

Saudi Finance Company (SFC), in partnership
with your Company, was recognised with the
"Excellence in Digital Consumer Transformation"
award at the Finnovex Saudi Arabia 2025 summit.

6. IBSi Global FinTech Innovation Awards (GFIA)
2025

We were honoured at the IBSi Global FinTech
Innovation Awards (GFIA) 2025, receiving the
recognition for "Best-in-Class Transaction
Banking Platform" for its work with Federal
Bank Ltd.

These recognitions reflect the trust placed in us by
our customers, partners, and industry stakeholders-
and they continue to inspire us to push the boundaries
of innovation in everything we do.

17. SUBSIDIARY COMPANIES

The Company has eight subsidiaries across the globe.
There are no associate companies or joint venture
companies within the meaning of Section 2(6) of the
Companies Act, 2013 ("Act"). During the year, your
Company has incorporated a wholly owned subsidiary
company in Vietnam.

The following table provides a list of all these subsidiaries as on March 31, 2026:

There has been no material change in the nature of
the business of the subsidiaries.

The Board of Directors reviews the affairs of these
subsidiaries periodically. These subsidiaries help the
Company in providing front end support to customers
and explore new opportunities.

A statement containing the salient features of
the financial statement of our subsidiaries in the
prescribed form AOC 1 is provided as Annexure A to
this BoardRs. s Report. The statement also provides the
details of performance, financial position of each of
the subsidiaries.

Further, pursuant to the provisions of Section 136 of
the Act, the financial statements of the Company,
consolidated financial statements along with relevant
documents and separate audited accounts in respect
of subsidiaries, are available on the website of the
Company.

a) Nucleus Software Solutions Pte. Ltd.

Nucleus Software Solutions Pte. Ltd. (NSS)
is based in Singapore. It was incorporated in
1994 to expand the CompanyRs. s business in
Southeast Asia. Currently, it is the central entity
for Asia-Pacific excluding Japan and Australia
with responsibility for business development,
sales, and software development services for
customers in the region.

b) Nucleus Software Inc.

Nucleus Software Inc. (NSI) is based in New
Jersey, USA. It was incorporated in 1997 for
providing business presence in the Americas. NSI
operates as a business development and sales
hub for the region.

c) Nucleus Software Japan Kabushiki Kaisha

Nucleus Software Japan Kabushiki Kaisha (NSJKK)
is based in Tokyo, Japan. It was incorporated in

2001 to expand business in the country. NSJKK
operates as a business development and sales
hub for Japan. Additionally, the subsidiary
provides software development services, to the
local customers in Japan.

d) Nucleus Software Netherlands BV

Nucleus Software Netherlands BV (NSBV) is
based in Amsterdam, The Netherlands. It was
incorporated in 2006 for enlarging business
presence in the European market. NSBV is a
business development and sales hub for Nucleus
in Europe.

e) Nucleus Software Ltd.

Nucleus Software Ltd. (NSL) has operations in
Jaipur with registered office in New Delhi. It was
incorporated in 2008 for facilitating delivery to
larger clients through operations in a Special
Economic Zone. NSL acquired 17.41 acre of land
in the Mahindra World Special Economic Zone,
Jaipur and has co-developed a 250-seater
facility.

f) Nucleus Software Australia Pty. Ltd.

Nucleus Software Australia Pty. Ltd. (NSA) is
based in Sydney, Australia. It was incorporated
in 2014 for tapping the growing business
opportunities in ANZ region. NSA operates as
a business development and sales hub for the
region. Additionally, the subsidiary provides
software development services, to the local
customers in Australia.

g) Nucleus Software South Africa Pty. Ltd.

Nucleus Software South Africa Pty. Ltd. (NSSA)
is based in Johannesburg, South Africa. It was
incorporated in 2015 for tapping the growing
business opportunities in South African region.
NSSA operates as a business development and
sales hub for the region.

h) Nucleus Software Vietnam Company Ltd.

Nucleus Software Vietnam Company Ltd. (NSV) is
based in Hanoi, Vietnam. It was incorporated on
February 5, 2026, to tap the business potential in
Vietnam Market. This wholly owned subsidiary is
yet to commence operations. The wholly owned
subsidiary will serve as a hub for not just Vietnam,
but also future expansion into Cambodia, Laos,
and other Mekong region countries.

18. INFRASTRUCTURE

Your Company, along with its subsidiaries, has offices
at several locations across the globe. The office space
and seating capacity of these offices as on March 31,
2026, is detailed below:

*This premise at Mumbai is under renovation.

The premises at Noida, New Delhi, Jaipur and Mumbai
are owned by the Company or its subsidiaries.

19. QUALITY PROCESSES

At Nucleus Software, Quality Assurance functions as
a cornerstone of our software product development
and delivery lifecycle. Nucleus Quality Management

System (NQMS) continues to enable outstanding
value and experience to its external and internal
customers. Quality Processes and Frameworks were
further aligned and institutionalised as per the PMBoK
(Project Management Body of Knowledge) Knowledge
Areas and industry best practices.

In FY 2025-26, our Quality Assurance initiatives
focused on strengthening project governance and
continuous process optimization. Your Company
focused on automating dashboards and enabling
business functions by 100% adoption of Project
Canvas and Metrics Performance Dashboard. This
also enabled P&Ls to gain comprehensive visibility
through multilevel connects and Obeyas. Continuous
process improvements were driven through Kaizen
and Gemba in collaboration with practitioners leading
to meaningful insights into current conditions and
driving improvements.

Quality Assurance team collaborates with delivery
and product development teams to ensure that
quality standards are adhered to meet business
objectives. This team monitors quality compliance and
improvements through regular project facilitations,
trainings, audits, and reviews. The teamRs. s extended
facilitation during retrospectives, root cause analysis,
shift-left feedback loops helped in driving continuous
improvement across projects. As we move forward,
the focus remains on enhancing the delivery quality
through continuous process enhancement and
metrics driven insights.

20. Market Positioning and Brand Differentiation to
Building Brand Equity

During the financial year under review, your Company
continued to strengthen its global market positioning
through a strategic focus on brand building,
stakeholder engagement, and thought leadership.

The Company continued to evolve its brand narrative
from being recognised primarily as a technology
provider to being acknowledged as a trusted partner
enabling digital transformation for financial institutions
globally. This transition was supported through
consistent messaging, deeper market engagement,
and alignment of brand strategy with long-term
business priorities.

Senior leadership actively participated across global
industry forums, fintech platforms, thought leadership
discussions, and policy dialogues, strengthening the
CompanyRs. s visibility across digital lending, transaction
banking, and financial services transformation
ecosystems.

The Company also strengthened market engagement
through:

- participation across banking and fintech forums
in Asia-Pacific, Middle East, Africa, Europe, and
the Americas.

- structured public relations and announcement

strategies around product enhancements,

partnerships, customer wins, and industry
recognitions.

- geography-specific campaigns aligned with

regional priorities and market maturity.

- digital and data-driven engagement initiatives
focused on brand visibility and customer
engagement.

- collaborations with technology partners,
consulting firms, and ecosystem players through
co-marketing initiatives and joint thought
leadership programs.

During the year, the Company further strengthened
engagement with leading analyst firms including
Gartner?, Forrester?, and IBS Intelligence through
regular briefings and product demonstrations,
enhancing visibility and credibility across global
financial institutions.

The Company also continued to deepen customer
engagement through focused Account-Based
Marketing (ABM) initiatives involving customised
communication, executive engagement, and insight-
led outreach aligned to customer priorities.

Through these integrated initiatives, the Company
continues to strengthen its position as a globally
relevant fintech platform organisation with a continued
focus on:

- customer-centric innovation

- thought leadership

- strategic market engagement

- enduring brand equity and scalable global growth.

Across Markets. Across Moments. One Strategic
Direction.

Expanding Global Footprint. Deepening Industry
Impact.

Building on the strong foundation of prior years, your
Company expanded its presence across Asia-Pacific,
the Middle East, Africa and North America, engaging
with regulators, policymakers, financial institutions,
and technology partners. This global outreach
enabled the Company to contribute meaningfully to
industry dialogue while reinforcing its position as a
trusted transformation partner.

Global Platforms Driving Industry Conversations

Your CompanyRs. s participation across marquee global
platforms was guided by a focus on outcome-driven
transformation, AI-led innovation, and scalable
financial ecosystems.

MENA BFSI Leaders Conclave 2025 (Dubai, May 22,
2025)

As a Gold Sponsor, your Company engaged with
senior decision-makers across leading banks and
financial institutions in the MENA region-one of the
fastest-evolving markets in terms of digital banking
adoption.

Strategic Contribution:

Your Company Representative delivered a focused
presentation on "From Buzzwords to Balance Sheets:
Rethinking BFSI Digitization Through Real Outcomes
for MENA." The session addressed a critical industry
gap-moving beyond digital experimentation to
measurable business outcomes.

IDC Asian Financial Services Congress 2025
(Singapore, July 17, 2025)

At this premier regional forum, your Company
contributed to conversations around modernising
legacy banking infrastructures-an area of increasing
urgency across Asia-Pacific.

Fireside Dialogue:

The senior leaders of the Company participated in
a leadership conversation on "Changing the Engine
While the Bus is Running." The discussion focused on
practical approaches to transforming core banking
environments without disrupting business continuity.

The session resonated strongly with large incumbent
banks navigating transformation constraints,
reinforcing your CompanyRs. s ability to deliver
progressive modernisation without operational risk, a
key differentiator in large-scale deployments.

COBA 2025 (Brisbane, August 10-12, 2025)

As a Gold Sponsor, your Company deepened its
engagement with AustraliaRs. s mature and highly
regulated banking ecosystem.

Leadership Presentation:

Your Company representative presented on "AI for
Impact," outlining how AI can be embedded across
lending and transaction workflows to drive measurable
improvements in decisioning, operational efficiency,
and customer experience.

FIBAC 2025 (Mumbai, August 25-26, 2025)

Your Company continued its strong association
with one of IndiaRs. s most influential banking forums,
engaging with regulators, public and private sector
banks, and financial institutions.

Our CEO participated in a session on "Consumer of the
Future", exploring how data-driven personalisation is
reshaping banking experiences in India. This platform
reinforced your CompanyRs. s thought leadership
in customer-centric banking transformation. The
dialogue reinforced your CompanyRs. s leadership in
enabling customer-centric banking architectures,
particularly in high-growth markets like India.

CNBC-TV18 Banking Transformation Summit
3.0(Mumbai, September 16, 2025)

Your Company, in association with CNBC-TV18, hosted
the Banking Transformation Summit 3.0 on September
16, 2025, in Mumbai, centered on the theme "Banking
That Builds Bharat: Al-Powered, Credit-Driven."

The summit convened senior leaders from banks,
financial institutions, fintechs, and regulatory bodies
to deliberate on advancing IndiaRs. s journey towards a
$10 trillion economy, with a focus on digital lending,
AI-led credit, and financial inclusion.

The CompanyRs. s leadership emphasized the role of
AI-driven lending ecosystems and digital platforms in
enabling transformation with minimal disruption. The
focus remains on strengthening IP-led platforms such
as FinnOne Neo? and FinnAxia? to support banks in
building agile, future-ready operations.

The summit provided actionable insights for the
industry on aligning technology, governance,
and growth to shape the next phase of banking
transformation in India.

Global SME Finance Forum (Johannesburg,
September 15-17, 2025)

Nucleus Software participated as a Silver Sponsor,
focusing on financial inclusion and SME growth.

Your Company representative conducted a
session on "SME Lending in an AI-First World",
addressing how financial institutions can
scale lending while maintaining risk discipline.
This engagement highlighted your CompanyRs. s
commitment to enabling inclusive and scalable
lending ecosystems. The engagement strengthened
your CompanyRs. s positioning in Africa as a partner
enabling inclusive, scalable, and risk-aware lending
ecosystems.

Middle East Banking Innovation Summit 2025 (Dubai,
September 17-18, 2025)

As a Platinum Sponsor, your Company led discussions
on data-driven banking transformation.

The Company Representative delivered insights
on "Establishing a Data-Driven Culture in Banks",
focusing on governance, analytics, and decision
intelligence. This further positioned your Company
as a strategic partner for digital-first banking in the

region. This engagement reinforced your CompanyRs. s
capability to support banks in transitioning towards
data-first operating models, critical for long-term
competitiveness.

Asian Banking & Finance Summit 2025 (Singapore,
September 25, 2025)

The Company contributed to discussions on next-
generation financial services.

The senior leaders participated in a session on
"Customer-Centric Financial Services", highlighting
the role of data and personalisation in shaping future
banking experiences. The session positioned the
Company as an enabler of experience-led banking
transformation, particularly in digitally advanced
markets. The engagement highlighted Nucleus
Software strength in compliance-ready digital
architectures, particularly in the context of evolving
regulatory requirements.

Global Fintech Fest 2025 (Mumbai, October 7-9,
2025)

At one of the largest fintech gatherings globally,
Nucleus Software reinforced its leadership in digital
banking innovation.

Panel Discussion:

The Senior leadership team contributed to a session on
"Zero Trust: Building the Digital KYC and Onboarding
Stack", focusing on secure, scalable digital onboarding
frameworks.

SIBOS 2025 - (Frankfurt, September 29 - October 2,
2025)

Nucleus Software participated in SIBOS 2025,
reinforcing its global positioning in transaction
banking and financial ecosystems. The event saw a
strong presence of our transaction banking platform,
FinnAxia?, showcased as a scalable, API-led solution
aligned with evolving global priorities such as real-
time payments, ISO 20022, and cross-border financial
infrastructure.

We engaged in thoughtful discussions with global
banks and customers at our booth, focusing on
platform-led transformation, liquidity management,
and corporate banking innovation. Overall, SIBOS
2025 provided a valuable platform to deepen customer
engagement, strengthen partnerships, and further
establish Nucleus Software as a trusted partner in
global banking transformation.

GFTN Insights Forum (Singapore, November 10-11,
2025)

As a Lead Partner Sponsor, Nucleus Software played
a key role in shaping fintech-led SME financing
discussions.

The Senior leaders addressed "Risk to Resilience",
focusing on strategies for fintech-driven SME
finance and led a session on "Redefining Corporate
CAS", highlighting the evolution of transaction
banking platforms. These sessions underscored
your CompanyRs. s expertise in transaction banking
transformation and resilient financial ecosystems.

Singapore Fintech Festival 2025 (November 12-14,

2025)

Nucleus Software maintained a strong presence at
this global fintech platform. The Senior leaders of
the Company contributed to "Bridging the Digital
EconomyRs. s Last Mile", addressing financial inclusion at
scale.

A dedicated session on "Rearchitecting Lending
for the Next Decade" highlighted your CompanyRs. s
innovation in AI-first lending platforms. The platform
enabled your Company to demonstrate its AI-first,
platform-led lending capabilities to a global audience
of financial institutions and regulators.

GFTN Forum Japan 2026 (Tokyo, February 24-27,

2026)

As a Platinum Sponsor, Nucleus Software played
a prominent role in one of AsiaRs. s leading fintech
forums. Our Managing Director participated in Panel
discussion "Following the Money East to West",
focusing on cross-border capital flows.

The Senior leaders of the Company also led a session
on "Al-Powered Reinvention of the Loan Lifecycle"
and engaged in discussions on financial institutions,
technology providers, and regulatory alignment. This
engagement reinforced your CompanyRs. s growing
influence in global fintech discourse.

Industry Associations and Policy Engagement

Nucleus Software further strengthened its institutional
engagement through active participation in leading
industry bodies:

FICCI (Federation of Indian Chambers of Commerce
and Industry)

- Participation in global forums such as India-Brazil
Business Forum

- Engagement in Japan Roundtables, Budget
sessions, and policy dialogues with Ministry of
Finance

- Contribution to thought leadership initiatives with
global consulting firms

- Media engagement opportunities with leading
national and international platforms

NASSCOM

- Participation in AI-focused initiatives, including AI
Summits, Responsible AI Roundtables, and global
policy discussions

- Contribution to AI governance, infrastructure,
and product innovation dialogues

- Representation in leadership platforms such as
Women Product Champions and AI mentoring
programs

CII (Confederation of Indian Industry)

- Leadership roles as Co-chair - FinTech
Committee.

- Participation in financial inclusion, fintech, and
global economic forums

- Engagement in policy advocacy, pre-budget
consultations, and international delegations

These engagements reflect your CompanyRs. s role not
only as a technology provider, but as a thought partner
in shaping policy, regulation, and industry direction.

Flagship Thought Leadership Platform - Nucleus
Synapse

Nucleus Software continued to strengthen Nucleus
Synapse as its flagship thought leadership platform,
bringing together banking leaders, regulators, fintech
innovators, and technology experts to discuss the
future of financial services across key markets.

- April 2025 Synapse Middle East Edition, Dubai

Convened senior banking and fintech leaders
from across the region to explore the theme of
the Human-AI Alliance in Banking. Discussions
focused on AI-led transformation, regulatory
readiness, and the future of customer-centric
banking in the Middle East.

- December 2025 Nucleus for India - Synapse
2025, Mumbai Brought together leaders from
banks, NBFCs, fintechs, and the technology
ecosystem to define IndiaRs. s Al-driven banking
future. The event also marked the global launch
of FinnOne Neo? GA 8.5, reinforcing Nucleus
SoftwareRs. s commitment to intelligent and scalable
banking transformation.

November 2025 Japan - 25 Years of Partnership
& Innovation, Tokyo Nucleus Software celebrated
25 years in Japan with customers, partners, and
industry leaders at the Imperial Hotel, Tokyo. The
milestone event reflected a quarter-century of trust,
collaboration, and innovation, while reaffirming the
CompanyRs. s long-term commitment to JapanRs. s financial
ecosystem and global fintech collaboration

Driving Long-Term Strategic Impact

Nucleus Software participation across these global
platforms is guided by a clear strategic intent:

- Strengthen customer and partner relationships

- Expand global market presence

- Contribute to industry and policy conversations

- Showcase product innovation and domain
expertise

- Enable future-ready financial ecosystems

Through a calibrated and global approach to
industry engagement, your Company continues to
extend its influence beyond products into platforms,
partnerships, and policy dialogue.

These initiatives reinforce Nucleus SoftwareRs. s position
as a trusted, globally relevant fintech partner,
committed to shaping the future of financial services
through innovation, collaboration, and sustained
industry leadership.

21. HUMAN RESOURCE MANAGEMENT

FY 2025-26 was a year of strengthening organizational
capability, leadership readiness, culture, and employee
experience at Nucleus Software. Your Company
continued its transformation journey with a strong
focus on building a future-ready, high-performing,
and culturally strong organization aligned to long-
term business priorities.

Learning, Capability Building & Future Skills

Capability building remained a strategic priority during
the year through SkillsVault, the CompanyRs. s enterprise
learning and capability development platform.
Investments were made in strengthening technical,
product, domain, customer-facing, and future-ready
capabilities, including GenAI adoption. Focused
learning journeys, product enablement programs,
customer excellence interventions, and specialized
initiatives such as Japanese Language Training
enhanced employee proficiency, global delivery
readiness, and overall workforce capability.

Nucleus Software continued to foster a culture of
continuous learning and internal mobility through
Career Catalyst, its future-skills development
initiative, enabling employees to build capabilities in
emerging and business-critical areas while supporting
movement across roles and functions.

Leadership development was strengthened through
the expansion of the Nucleus Leadership Compass
(NLC) framework, with structured interventions
including workshops, psychometric assessments,
coaching engagements, and 360-degree feedback.
The launch of the LeaderRs. s Confluence Program under
the "Leading Business" pillar and the Navigator Series
under the "Leading Self" pillar further enhanced
strategic leadership, managerial effectiveness,
and self-awareness. The Company also launched
SHIFT, a women leadership development initiative
aimed at building a stronger and more diverse
leadership pipeline.

Organizational effectiveness was enhanced
through revised operating structures, RACI-based
accountability frameworks, strategic leadership hiring
across key global business functions, including the
CFO, CRO, CMO, and Global Partnership Head, and
the institutionalization of the New Leader Assimilation
(NLA) framework to accelerate leadership integration.
The Company also continued its Lean transformation
journey in collaboration with the Lean Enterprise
Institute (LEI) through Lean Immersion Sessions
and A3 Leadership Programs focused on structured
problem-solving, operational excellence, and cross-
functional collaboration.

Performance management practices were further
strengthened through enhanced KPI-based Goal
Setting, enabling sharper alignment to business
outcomes, improved measurability, and reinforcing
a culture of shared success. During the year the
Company launched RSU Scheme- Nucleus Software
RSU - 2026" ("Scheme"), to recognize and reward
exceptional contributions that create long-term value.
This Scheme shall be applicable for all regular payroll
employees of Nucleus Software Exports Limited and
its wholly owned subsidiaries globally.

Culture, Employee Experience & Engagement

Strengthening organizational culture, employee
experience, and wellbeing remained key priorities
during the year. Nucleus Software was certified as a
Great Place to Work? in India for the period November
2025 to November 2026 and continued to strengthen
employee engagement, culture, and inclusion through
leadership-led feedback reviews, DEI initiatives,
and the launch of Expanding Horizons, a leadership
engagement platform promoting transparency and
dialogue with Senior Management. A key focus during
the year was strengthening psychological safety
across teams, encouraging employees to share ideas,
ask questions, challenge assumptions, and contribute
openly. Employee engagement was further enhanced
through initiatives including the annual Nucleus
Outing, attended by over 1,300 employees and their
families.

Nucleus Software also enhanced employee
wellbeing and rewards through the introduction of
multiple initiatives. To strengthen and promote the
organizationRs. s culture and values, the Board during the
year constituted a committee of its members, named
the Rs. Culture CommitteeRs. .

Innovation and future talent development were
strengthened through the launch of FinSpark Season
1, a national-level FinTech innovation hackathon
engaging leading engineering colleges across India.
These initiatives continued to reinforce the CompanyRs. s
position as a future-focused and culturally strong
organization.

22. CORPORATE GOVERNANCE

Your Company believes that good and effective
Corporate Governance is critical to achieve corporate
vision and mission of the organization on a sustainable
basis; it is more of an organizational culture than a
mere adherence to rules and regulations.

The Company has established and maintained a
strong ethical environment, overseen by a committed
and competent Board of Directors. The CompanyRs. s
practices and policies reflect the true spirit of
Corporate Governance initiatives.

The required disclosures of Schedule V part II are
mentioned in "Corporate Governance Report" which
forms part of the Integrated Annual Report.

The Company is complying with all mandatory
requirements of Corporate Governance as stipulated
as per Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The compliance status is provided
in the Corporate Governance section of the Integrated
Annual Report. A certificate issued by the Statutory
Auditors of the Company under Regulation 34 of
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, confirming compliance of the conditions of
Corporate Governance, is provided as Annexure C to
this BoardRs. s Report. The auditorsRs. certificate for fiscal
2026 does not contain any qualifications, reservations,
or adverse remark.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

Your CompanyRs. s Board consists of seven members
comprising of three Executive Directors including one
Woman Director and four Non-Executive-Independent
Directors including one Woman Independent Director.

The changes in composition of Board of Directors
during the year under review are as below :

1. Mr. S M Acharya retired as an Independent
Director effective March 18, 2026, on completion
of his second term of 5 consecutive years as an
Independent Director.

2. Mr. Anurag Mantri retired as an Executive Director
effective December 18, 2025, on completion of
his tenure as an Executive Director.

The Board places on record its appreciation
for their invaluable contribution and guidance
provided to the Company during their tenure.

3. Dr. Nitin R Gokarn was appointed as Additional
Director (in the capacity of Independent Director)
of the Company, with effect from February 10,
2026

The Board of Directors on the recommendation of

the Nomination and Remuneration/Compensation
Committee (NRC), in its meeting held on Feb 10,
2026, appointed Dr. Nitin R Gokarn as Additional
Director (in the capacity of Independent Directors)
of the Company, with effect from February 10,
2026.

The said appointment was approved by the
members by way of a postal ballot on May 07,
2026, in accordance with the provisions of the
Companies Act (2013) and the Listing Regulations.

4. Mr. Parag Bhise was re-appointed as an Executive
Director & CEO of the Company, by the members
of the Company at the AGM held on July 28,

2025, to hold office for eight months for a term
up to March 31, 2026.

The Board of Directors at their meeting held on
November 18, 2025, at the recommendation of
Nomination and Remuneration/Compensation
Committee, recommended reappointment of
Mr. Parag Bhise as an Executive Director and CEO
of the Company, for a further period of 2 years
with effect from April 01, 2026, to March 31, 2028.

The said appointment was approved by the
members by way of a postal ballot on May 07,

2026, in accordance with the provisions of the
Companies Act (2013) and the Listing Regulations.

Mrs. Yasmin Javeri Krishan, Independent Director,
was appointed as Chairperson of the Board in place of
Mr. S M Acharya, effective March 19, 2026.

The Board of Directors at their meeting held on
March 25, 2026, approved the request submitted by
Dr. Ritika Dusad, Executive Director for extension of
her sabbatical period for another term of maximum
one year.

In accordance with the provisions of Companies Act
2013 and the Article of Association of the Company,
Mr. Parag Bhise, Executive Director whose office
is liable to retire, shall retire at the ensuing AGM
and being eligible, seek re-appointment. Based on
performance evaluation and the recommendation of
the Nomination and Remuneration/ Compensation
committee, the Board has recommended his
re-appointment.

Mr. Ashok Kumar Bhura was appointed as the Chief
Financial Officer (CFO) and Key Managerial Personnel
of the Company with effect from Oct 1, 2025.

Your Company has received declarations from all
the Independent Directors of your Company under
Regulation 16(1) (b) of the SEBI Listing Regulations
and there has been no change in the circumstances
which may affect their status as an Independent
Director. The Independent Directors have also given
declaration of compliance with Rules 6(1) and 6(2)

of the Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to their name
appearing in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent
Non-Executive Directors of your Company including
those appointed/ re-appointed during the financial
year ended 31st March 2026, possess requisite
qualifications, expertise and experience (including
the proficiency) and they hold highest standards of
integrity.

Pursuant to provisions of Section 203 of the
Companies Act, 2013, Mr. Vishnu R Dusad, Managing
Director, Mr. Parag Bhise, Executive Director & CEO,
Mr. Ashok Kumar Bhura, Chief Financial Officer and
Ms. Poonam Bhasin, Company Secretary & Compliance
Officer are the Key Managerial Personnels of the
Company as on date of the report.

24. BOARD EVALUATION

The Board of Directors carried out an annual
evaluation of its own performance and performance
of the Chairperson, Board committees and individual
Directors pursuant to the provisions of the Companies
Act 2013 and the Corporate Governance requirements
under Regulation 25 (4) of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Board, along with the Nomination and
Remuneration/Compensation Committee (NRC)
developed and adopted the criteria and framework for
the evaluation of each of the Directors and of the Board
and its Committees. A detailed Board effectiveness
assessment questionnaire was developed based on
the criteria and framework adopted by the Board.

Evaluation of the Board was based on the criteria such
as the Board composition and structure, role of Board,
effectiveness of Board processes, Board functioning,
succession planning and strategic planning, etc.

Evaluation of Committees was based on criteria
such as the composition of Committees, adequate
independence of each Committee, frequency
of meetings and time allocated for discussions
at meetings and effectiveness of its advice/
recommendation to the Board, etc.

Evaluation of Directors was based on criteria such as
participation and contribution in Board and Committee
meetings, guidance to top management on business
strategy, governance, risk and understanding of the
organizationRs. s strategy, etc.

The results of the evaluation showed a high level of
commitment and engagement in the Board, its various
committees and senior leadership. The Chairperson
of the Board/Committee also had interactions with
each of the Directors and sought their feedback and

suggestions on the overall Board Effectiveness and
Directors performance. The feedback received from
the Directors was discussed and reviewed by the
Independent Directors at their separate meeting and
also shared with the NRC/Board.

In addition, pursuant to the provisions of Schedule
IV to the Companies Act, 2013 the Independent
Directors reviewed the performance of the Non-
Independent Directors and of the Board as a whole,
performance of the Chairperson of the Board taking
into account the views of all the Directors, and the
quality, quantity and timeliness of flow of information
between the Company management and the Board
and its sufficiency for the Board to effectively perform
its duties.

The Chairperson placed the Evaluation Summary
before the NRC members. The same was discussed in
detail, and the members recorded their satisfaction.

25. COMPANYRs. S POLICY ON DIRECTORSRs. APPOINTMENT
AND REMUNERATION

The primary responsibility of the Nomination and
Remuneration/Compensation Committee (NRC) is
to identify and nominate suitable candidates for
Board membership. The Committee also formulate
policies relating to the remuneration of Directors, Key
Managerial Personnel, and other senior employees of
the Company.

The Committee, while evaluating potential candidates
for Board membership, considers a variety of personal
attributes, including experience, intellect, foresight,
judgment and transparency, and match these with
the requirements set out by the Board. The basic
responsibilities of NRC with regard to DirectorsRs.
appointment are as follows:

- Recommending desirable changes in Board size,
composition, Committee structure and processes,
and other aspects of the BoardRs. s functioning.

- Formulating criteria for determining qualifications,
positive attributes, and Independence of a
Director.

- Conducting search and recommending new
Board members in light of resignation of current
members or a planned expansion of the Board.

- Identifying persons who are qualified to become
Directors and who may be appointed in senior
management in accordance with the criteria
laid down and recommend to the Board their
appointment and removal.

The policy of the Company for "Policy for Board
and Senior Management Appointment" is provided
as Annexure D and "Remuneration Policy for
Board Members, Key Managerial Personnel and
Senior Managerial Personnel" is provided as

Annexure E to this BoardRs. s Report. These Policies are
also available on the Company website link:

https://investor.nucleussoftware.com/media/
hj2fsops/nucleus_policy_for_board_and_senior_
management_appointment.pdf and

https://investor.nucleussoftware.com/media/
z4yni5z1/nucleus_remuneration_policy_for_board_
members.pdf respectively.

26. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors that they meet the criteria of
independence as laid down under Section 149(6) of the
Companies Act, 2013 and Regulation 25 of Securities
and Exchange Board of India (Listing Obligations and
Disclosure) Regulations 2015.

27. FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORRs. S

The familiarization sessions are conducted through
presentations, briefings and interactions with senior
management, as and when required. Details of the
Familiarization Program for Independent Directors
with the Company, their roles, rights, responsibilities
in the Company, nature of the industry in which the
Company operates, business model of the Company
and related matters can be accessed on the Company
website link:

https://investor.nucleussoftware.com/

media/2fdhq23i/nucleus_familiarisation_programme_

for_independent_directors.pdf

28. MEETINGS OF THE BOARD OF DIRECTORS

The Board met 12 times during the year. The details
are provided in the Report on Corporate Governance,
a part of the Integrated Annual Report.

29. COMMITTEES OF THE BOARD

There are six Committees of the Board which are as
follows:

- Audit Committee

- Nomination and Remuneration / Compensation
Committee

- Stakeholder Relationship Committee

- Corporate Social Responsibility Committee

- Risk Management Committee

- Culture Committee

During the year, the Board members decided to
constitute a "Culture Committee" of the Board w.e.f
March 16, 2026, to strengthen and promote the
organizationRs. s culture and values.

Details of all the Committees along with their charters,
composition and meetings held during the year, are
provided in the Report on Corporate Governance, a
part of the Integrated Annual Report.

30. VIGIL MECHANISM

The Company has a well-established whistle blower
policy as part of vigil mechanism for observing the
conduct of Directors and employees and report
concerns about unethical behaviour, actual or
suspected fraud or violation of the CompanyRs. s
Code of conduct or ethics policy. This mechanism
also provides for adequate safeguards against
victimization of Director(s)/employee(s) who avail of
the mechanism and also provides for direct access to
the Chairperson of the Audit Committee in exceptional
cases. The Company is committed to develop a culture
of the highest standards of ethical, moral, and legal
business conduct.

31. SIGNIFICANT AND MATERIAL ORDERS

No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and CompanyRs. s operations in
future.

32. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditors has reported
to the Audit Committee, under Sec 143(12) of
the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or
employees.

33. RISK MANAGEMENT POLICY

The Company has developed and implemented a Rs. Risk
Management PolicyRs. that includes identification of
elements of risk, which in the opinion of the Board may
threaten the existence of the Company. The Board of
Directors of the Company has a Risk Management
Committee to frame, implement and monitor the risk
management plan for the Company. Risk Management
Report forms a part of the Integrated Annual Report.

34. ADDITIONAL INFORMATION TO SHAREHOLDERS

Detailed information to the shareholders is provided in
the ShareholdersRs. Referencer, a part of the Integrated
Annual Report.

35. AUDITORS
Statutory Auditor

Pursuant to the provisions of Section 139 of the
Companies Act 2013 and the rules framed thereafter,
M/s ASA & Associates LLP, (Firm Registration Number-

009571N/N500006) Chartered Accountants, were
appointed as statutory auditors of the Company from
the conclusion of the Annual General Meeting (AGM) of
the Company held on July 8, 2022 until the conclusion
of Annual General Meeting of the Company to be
held in Calendar year 2027. The requirement to place
the matter relating to appointment of the statutory
auditors for ratification by the Members at every AGM
has been done away by the Companies (Amendment)
Act, 2017 with effect from May 7, 2018. Accordingly,
no resolution is being proposed for ratification of
appointment of Statutory Auditors at the ensuing
AGM and a note in respect of same has been included
in the Notice for this AGM.

Pursuant to the provisions of Regulation 24A of the
SEBI Listing Regulations, the Members at their thirty
sixth AGM held on July 28, 2025 had appointed M/S
PI and Associates., Practising Company Secretaries
(Firm registration no: P2014UP035400) as the
Secretarial Auditor, of the Company for a term of
five years, i.e., from FY 2025-26 up to FY 2029-30.
The Secretarial Auditor has confirmed that they have
subjected themselves to Peer Review process by the
Institute of Company Secretaries of India ("ICSI") and
hold valid certificate issued by the Peer Review Board
of ICSI.

The Secretarial Audit Report, Form MR-3 for the year
under review confirming compliance by the Company
with the Act (including circulars issued thereunder)
and applicable regulations and circulars / guidelines/
directions issued by SEBI and RBI is appended as
Annexure F to the BoardRs. s Report. There is no adverse
remark, qualification, reservation or disclaimer in the
Secretarial Audit Report.

Pursuant to Regulation 24(A)(1) of the SEBI Listing
Regulations, a listed company is required to annex
the Secretarial Audit Report of its material unlisted
subsidiary to its Integrated Annual Report. For FY
2025-26, no company has been identified as a material
unlisted subsidiary of the Company.

The Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively.

36. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial
controls with reference to the financial statements.

Your Company has appointed an external professional
firm M/s Varma & Varma, Chartered Accountants as

Internal Auditor. The Internal Audit of the Company
is regularly carried out to review the internal control
systems and processes. The Internal Audit Reports
along with implementation and recommendations
contained therein are periodically reviewed by Audit
Committee of the Board.

M/s ASA & Associates, LLP, the statutory auditors of
the Company, has audited the financial statements
included in the Integrated Annual Report and has
issued an attestation report on our internal control
over financial reporting (as defined in Section 143 of
Companies Act 2013).

37. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Inclusive growth and sustainable development are
strong pillars of your CompanyRs. s responsible corporate
citizenship and are a part of the core values and
driving force for many of its initiatives. Your Company
believes that responsible investments in this regard
will generate long term value for all the stakeholders.

In accordance with requirements of The Companies
Act 2013, the Company has a Corporate Social
Responsibility Committee comprising of a majority of
Independent Directors and chaired by an Independent
Director- Dr. Nitin R Gokarn. Mr. Prakash Chandra
Kandpal, Mr. Shekar Viswanathan, Mr. Parag Bhise,
and Dr. Ritika Dusad are the other members.

The CSR Policy may be accessed on the Company
website link: https://investor.nucleussoftware.com/
media/qubasg0x/csrpolicynucleus.pdf

Your Company had set up Nucleus Software
Foundation (NSF), a Trust for the purposes of
undertaking CSR activities of the Company, in 2014 as
a Section 8 Company with the mission: "Empowering
underprivileged with essence of education and
thereby better livelihood and better life".

During the year, the CompanyRs. s CSR arm continued
its interventions in the focus areas of education and
livelihood.

In the area of education, special emphasis was
placed on early childhood education, particularly on
foundational literacy and numeracy. Building on the
progress achieved in previous years, efforts during
the year were directed towards sustaining momentum
and advancing learning outcomes in literacy and
numeracy. Students across most of our intervention
centers are now performing close to their respective
grade levels.

At government schools in Noida, the Government
continued its focus on the NIPUN programme,
which emphasizes foundational learning in Hindi and
Mathematics at the early stages of education. NSF
currently works with 28 government schools in Noida.

Our para-teachers supported government staff in
training students of Classes 1, 2, and 3 in the basic
concepts of Hindi and Mathematics. At a few schools,
we also assisted students of Classes 4 and 5 through
remedial support in Mathematics, Hindi, and English.
We achieved the target of securing NIPUN status for
90% of our intervention schools.

NSF continued to support "Samriddhi," an NGO-
run school managed by the Sandeepon Music and
Educational Trust, located in the Vaishali area of
Ghaziabad, Uttar Pradesh. The learning centre
remained operational and prepared students in all
required subjects in line with mainstream school
standards. With our support, senior students were
enrolled in private schools for higher education.

In Dehradun, the implementing partner, Mountain
ChildrenRs. s Foundation, worked intensively to support
primary school students through remedial and
grade-level training in Mathematics and English. The
programme operated across 26 learning centres
located in two geographies near Dehradun-the
Vikasnagar Block and the Bandalghati area in the
Raipur Block - during after-school hours.

The remedial programme in Mathematics and English
across tribal-dominated areas of 18 districts in
Madhya Pradesh remained our largest intervention.
This initiative was implemented in partnership with
Parivaar. NSF supported the programme by bearing
operational costs and facilitating training and
programme design support for the educational team.

The educational team of Parivaar with our support
catered to 1000 Learning centres (commonly known
as Seva Kutirs in the area). The Kutirs cater to the
tribal students of pre-primary to middle school, in the
remote areas.

NSF distributed Maths workbooks and English
workbooks required for our remediation program to
the students of these Kutirs. We reached out to around

50.000 students at the Kutirs.

The initiative delivered encouraging outcomes, with
more than 90 students from these learning centres
securing admission to Navodaya schools, while over

1.000 students were selected for Eklavya Tribal
Residential Schools.

In Chennai, NSFRs. s partner organization, SIRAGU,
continued its women empowerment programme by
conducting tailoring and embroidery training at six
centers in and around Chennai. The programme
trained over 300 women and enabled them to move
towards financial independence. NSF also organized
training camps focused on sanitary pad stitching.

The partners in Bihar and Chhattisgarh and Haridwar
region of Uttarakhand (namely I-Saksham, Shiksharth
and Eduliv Samanta foundation) are training youth

and girls of the community, in remedial education to
support students at government primary school of
the area.

These young women in Bihar, along with tribal youth
in Chhattisgarh and Uttarakhand, are helping break
gender barriers, improving learning levels among
students in their districts, and encouraging parents
within their communities to prioritise child education.
Many of these young individuals have gone on to
pursue higher education, while others have taken up
development work with various organisations.

NSF also undertook initiatives to promote Vedic and
Sanskrit education by supporting a Sanskrit Vidyalaya
near Meerut.

We have also joined hands with Ramakrishna Mission
at Chennai and Shiksharth at Chhattisgarh to promote
STEM education via experiential science methodology
of teaching. We support experiential science education
at R K Mission schools of Chennai and residential
school of team Parivar at MP.

During the year, NSF also initiated projects focused on
water resource management. In partnership with Team
Cecoedecon in Jaipur, a check dam was constructed
at Muratpura village near Jaipur, which is expected
to address water challenges for nearly 100 families in
the region. NSF also collaborated with Team Manjari
in Dholpur to undertake major restoration work on a
pond in Jakha village. The restored pond is expected
to benefit nearly 80 families, improve agricultural
acreage, and support animal husbandry activities in
the area.

The brief outline of the Corporate Social Responsibility
(CSR) policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year is also set out in Annexure G of this report
in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014.

38. EMPLOYEE STOCK OPTION PLAN (ESOP)

The Board of Directors at their meeting held on March
25, 2026, approved the termination of ESOP Scheme

- 2015 and dissolution of the Nucleus Software
Employee Welfare Trust. The Board at the same
meeting approved the Nucleus Software RSU Scheme

- 2026 ("Scheme"), brief details of which are as under:

- The Restricted Stock Units ("RSUs") Pool of the
Scheme shall be 10,00,000 (Ten Lakhs) RSUs
(or such other adjusted figure for any bonus
issue, right issue, stock splits/sub-division,
consolidations, merger, demerger reconstitution,
spin-off, amalgamation, reclassification of capital
or other reorganization of the capital structure of
the Company as may be applicable from time to
time), exercisable into equal number of shares of
face value Rs. 10/- each.

- The Scheme shall be implemented through trust route, wherein an irrevocable Trust, will be set up by the
Company by the name of Nucleus Software Equity Incentive Trust ("Trust")

Currently, there is only one RSU/ESOP scheme prevalent in the Company; RSU scheme - 2026.

Details of RSUs as per the provisions of Companies Act, 2013 and Rules made there under are as follows:

During FY 25-26, no RSUs were granted to any
employee under the above-mentioned Scheme and
therefore no calculations are required to be made or
reported regarding difference between intrinsic value
and fair market value of RSUs granted.

39. PARTICULARS OF EMPLOYEES

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate
annexure. Further, the report and the accounts are
being sent/mailed to the Members excluding the
aforesaid annexure. In terms of Section 136 of the
Act, the said annexure is open for inspection and any
Member interested in obtaining a copy of the same
may write to the Company Secretary.

40. DIRECTORRs. S RESPONSIBILITY STATEMENT

Pursuant to as per Section 134 (5) of the Companies
Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for
the financial year ended March 31, 2026, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures.

(b) the Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the

financial year and of the profit and loss of the
Company for that period.

(c) the Directors had taken proper and sufficient care
towards the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities.

(d) the Directors had prepared the annual accounts
on a going concern basis.

(e) the Directors, had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

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

Based on the framework of internal financial controls
and compliance systems established and maintained
by the Company, work performed by the internal,
statutory, and secretarial auditors, including audit of
internal financial controls over financial reporting by
the statutory auditors, and the reviews performed by
the management, the Board is of the opinion that the
CompanyRs. s internal financial controls were adequate
and effective during FY 2025-26.

41. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is available
on https://investor.nucleussoftware.com/governance/
agm-egm-new/

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134 of the Companies
Act, 2013 read with the Companies (Accounts) Rules,
2014, is provided as Annexure I to this BoardRs. s Report.

43. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirements of cost
audit as prescribed under the provisions of Section
148 (1) of the Companies Act 2013 are not applicable
for the business activities carried out by the Company.

44. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate
Governance Report with the AuditorsRs. Certificate
thereon, and the integrated Management Discussion
and Analysis are attached, which forms part of this
report. The Company has devised proper systems to
ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively.

45. INTERNAL COMPLAINTS COMMITTEE UNDER
THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

Your Company values the dignity of individuals
and strives to provide a safe and respectable work
environment to all its employees. The Company has
put in place a Rs. Policy against Sexual Harassment,Rs.
compliant with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("Sexual Harassment Act"). The Internal
Committee has been constituted, to consider and
resolve all sexual harassment complaints as reported
under the policy.

The Committee also includes external member from
NGOs or with relevant experience. We affirm that
adequate access was provided to any complainant
who wished to register a complaint under the
policy.

The essence of the policy is communicated to all
Company employees at regular intervals through
assimilation and awareness programs.

During the FY 25-26, the Company has not received
any complaint on sexual harassment under the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

46. PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

No proceedings are initiated/pending against the
Company under the Insolvency and Bankruptcy Code,
2016

47. CONFIRMATION UNDER THE MATERNITY BENEFIT
ACT, 1961

During the financial year ended 31st March 2026,
your Company was in compliance with the provisions
relating to the Maternity Benefit Act, 1961, as amended.

48. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

The Listing Regulations mandate the inclusion of the
Business Responsibility & Sustainability Report (BRSR)
as part of the Integrated Annual Report for the top

1,000 listed entities based on market capitalization.
In compliance with the Listing Regulations, we have
included BRSR disclosures into our Integrated Annual
Report.

49. ACKNOWLEDGEMENTS

Your Directors would like to place on record their
gratitude for the co-operation received from the
Government of India, State Governments of Delhi,
Uttar Pradesh and Rajasthan, Customs and Excise
Departments, Department of Scientific and Industrial
Research (Ministry of Science and Technology),
Software Technology Park-Noida, Special Economic
Zone authorities and other government agencies.

Your directors would also like to thank the CompanyRs. s
customers, bankers, vendors, partners, and
shareholders for their continued support to the
Company. In specific, the Board would like to put on
record its sincere appreciation of the commitment and
contribution made by all employees of the Company.