Nucleus Software Exports Limited’s Board of Directors approved amendments to its Code of Conduct for Prevention of Insider Trading on September 1, 2026. The changes were adopted via resolution by circulation to strengthen the company’s compliance framework.

The updates align the internal policy with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Poonam Bhasin, Company Secretary, confirmed the approval in a filing to stock exchanges.

Policy Updates

The revised code reinforces procedures for regulating, monitoring, and reporting trading by designated persons and their immediate relatives. Key provisions include:

• Digital Database: Maintenance of a structured digital database with time-stamping and audit trails to record sharing of unpublished price-sensitive information.
• Trading Windows: Strict closure of trading windows during sensitive periods, such as before financial results declarations.
• Pre-Clearance: Mandatory pre-clearance for trades exceeding ₹10 lakh in a calendar quarter for designated persons.
• Chinese Walls: Enhanced monitoring of information barriers between insider and public areas within the company.

Compliance Framework

The company secretary serves as the Compliance Officer, responsible for monitoring adherence to the code. The Audit Committee reviews compliance with SEBI’s Prohibition of Insider Trading Regulations at least once a financial year. The updated policy is effective immediately and published on the company’s website.

Nucleus Software Exports Limited has proposed the acquisition of up to 1,14,187 equity shares through its Equity Incentive Trust. The company intends to complete these purchases in the secondary market on or before September 30, 2026, which marks the end of Q2 FY26.

The acquisition is part of the administrative framework for the Nucleus Software RSU Scheme 2026. The primary objective is to create a sufficient pool of shares to meet forthcoming vesting commitments for eligible employees. This move aligns with the Shareholders' approval granted for the scheme and complies with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Transaction Framework

The Equity Incentive Trust will execute the purchases in multiple tranches. The transaction plan includes specific compliance measures to ensure regulatory adherence:

• Purchases will be suspended during periods when the Company's Trading Window is closed.
• All activities will comply with the SEBI (Prohibition of Insider Trading) Regulations, 2015.
• The process will follow the Company's Code of Conduct for Prevention of Insider Trading.

This disclosure was made pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

What the Numbers Show

The capped acquisition limit of 1,14,187 shares indicates a targeted approach to equity management rather than a broad-based buyback. By linking the purchase volume directly to vesting commitments under the 2026 RSU scheme, the company is likely aiming to mitigate dilution from future share issuances while maintaining liquidity for employee incentives within a defined fiscal timeline.