Nucleus Software Exports Limited has published newspaper advertisements regarding its comprehensive postal ballot seeking member approval for six critical corporate resolutions, including leadership appointments and a new employee stock unit scheme.

Regulatory Compliance and Publication

The company has fulfilled its regulatory obligations by publishing postal ballot notices in Financial Express (English) and Jansatta (Hindi) newspapers. The notification was submitted to stock exchanges under Regulation 30 of SEBI Listing Regulations, with Company Secretary Poonam Bhasin confirming the advertisement publication.

Leadership Appointments and Reappointments

The postal ballot covers the re-appointment of Mr. Parag Bhise as Whole Time Director & CEO for a two-year term from April 01, 2026, to March 31, 2028. Mr. Bhise, who brings three decades of experience in software development and product engineering, will receive a fixed salary of ₹2,15,75,677 per annum along with performance bonuses and employee benefits.

Additionally, the ballot includes the appointment of Dr. Nitin Ramesh Gokarn as Independent Director for five consecutive years from February 10, 2026, to February 09, 2031. Dr. Gokarn, a former IAS and IPS officer with over 37 years of public administration experience, holds a PhD in Transformational Leadership and CFA certification.

New RSU Scheme Launch

A significant component involves approval of the Nucleus Software RSU Scheme-2026, designed to enhance employee engagement and retention through equity participation. The scheme will grant up to 10,00,000 Restricted Stock Units to eligible employees of the company and its subsidiaries.

The scheme targets employees who consistently exceed performance expectations and hold strategically critical roles. Vesting will be subject to continued employment and may link to specific performance parameters determined by the Nomination and Remuneration Committee.

Trust Structure and Funding

The RSU scheme will operate through the Nucleus Software Equity Incentive Trust, with Beacon Trusteeship Limited serving as trustee. The trust will acquire equity shares primarily through secondary market purchases, with the company authorized to provide interest-free loans up to 5% of paid-up capital and free reserves.

Voting Process and Timeline

Members can participate in the postal ballot exclusively through electronic voting, with the process managed by KFin Technologies Limited. The cut-off date for determining voting eligibility is March 27, 2026.

The company has appointed Mr. Devesh Kumar Vasisht of DPV & Associates LLP as scrutinizer to ensure fair and transparent conduct of the postal ballot process. Results will be communicated to stock exchanges and published on the company website upon completion of the scrutiny process.

Nucleus Software Exports Limited has received an order from the Income Tax Department for Assessment Year 2020-21, involving an interest demand of ₹46,382. The company made this disclosure on March 30, 2026, in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Order Details and Nature of Demand

The assessing officer passed the order against the company for AY 2020-21, wherein the interest demand has been raised specifically on account of late deduction of Tax Deducted at Source (TDS). The Income Tax Department, Delhi, issued this order addressing violations related to TDS compliance on certain transactions.

Regulatory Compliance and Disclosure

The company has fulfilled its disclosure obligations under Regulation 30 read with Para A of Part A of Schedule III of the Listing Regulations. The notification was sent to both the National Stock Exchange of India Limited and BSE Limited, providing comprehensive details as required under the regulatory framework.

The disclosure also references compliance with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, ensuring all requisite information has been provided to the stock exchanges.

Impact Assessment

Nucleus Software Exports has explicitly stated that the Income Tax order has no material impact on the company's financials, operations, or other activities. The relatively modest amount of ₹46,382 in interest demand appears to support this assessment, representing a minor compliance-related matter rather than a significant financial burden.

The company's prompt disclosure and transparent communication regarding the order demonstrates adherence to corporate governance standards and regulatory compliance requirements. The matter relates specifically to TDS deduction timing issues rather than any substantive tax liability disputes.