Nucleus Software shareholders approve ₹12.50 dividend, reappoint directors

Nucleus Software shareholders overwhelmingly approved a final dividend of ₹12.50 per equity share and the re-appointment of key board members during its 37th Annual General Meeting (AGM) held on July 27, 2026. The resolutions passed with support exceeding 99.9% of votes polled, reflecting strong investor confidence in the company’s financial distribution and leadership continuity for the upcoming fiscal year.

The meeting, conducted via Video Conferencing (VC) and Other Audio-Visual Means (OAVM) in compliance with Ministry of Corporate Affairs (MCA) circulars, saw a total of 1,56,33,380 votes polled out of 2,63,25,306 shares held by eligible members. The quorum was established under Section 103 of the Companies Act, 2013, allowing the Board to proceed with the agenda items chaired by Mrs. Yasmin Javeri Krishan.

Key Resolutions and Voting Outcomes

Shareholders voted on four primary resolutions. The adoption of standalone and consolidated financial statements for FY26 received 99.9994% assent. The final dividend declaration garnered 99.9998% support, with only 24 votes cast against it.

The re-appointment of Mr. Parag Bhise (DIN: 08719754) as a director retiring by rotation passed with 99.9862% approval. Notably, this resolution saw slightly higher dissent compared to others, with 2,158 votes against, primarily from non-institutional public shareholders. Meanwhile, the special resolution to re-appoint Mr. Vishnu R Dusad (DIN: 00008412) as Managing Director secured 99.9994% support.

Resolution	Type	Votes in Favor	% Support	Votes Against
Adoption of Financial Statements (FY26)	Ordinary	1,56,01,631	99.9994%	87
Final Dividend of ₹12.50 per Share	Ordinary	1,56,33,356	99.9998%	24
Re-appointment of Parag Bhise	Ordinary	1,56,31,222	99.9862%	2,158
Re-appointment of Vishnu R Dusad as MD	Special	1,56,33,284	99.9994%	96

Shareholder Participation

The voting process was scrutinized by Mr. Pravesh Kumar of M/s Pravesh Kumar & Associates, appointed as the independent Scrutinizer under Section 108 of the Companies Act, 2013. Remote e-voting was facilitated by KFin Technologies Limited from July 22 to July 26, 2026.

Out of 40,919 shareholders on the record date, participation was driven largely by institutional investors and promoter groups. Promoter and Promoter Group entities voted 1,44,25,914 shares via remote e-voting, representing 74.45% of their holding. Public institutions voted 9,78,777 shares (82.22% of holdings), while non-institutional public shareholders polled 2,28,689 votes, accounting for approximately 3.97% of their total shares. No shareholders attended the physical VC session in person; all voting occurred electronically.

Procedural Compliance

The Company Secretary, Poonam Bhasin, confirmed that all notices were dispatched via email to 39,400 registered members on July 2, 2026, following advertisements in Financial Express and Jansatta. The cut-off date for determining voting eligibility was July 20, 2026. The Scrutinizer’s report, countersigned by the Company Secretary, was submitted to the National Stock Exchange of India Ltd. and BSE Limited on July 28, 2026, pursuant to Regulation 44(3) of SEBI’s Listing Obligations and Disclosure Requirements Regulations, 2015.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+1.41%	+2.23%	-6.42%	-14.51%	-28.48%	+28.04%

Nucleus Software received a notice from the Goods and Service Tax Department on July 27, 2026, regarding a tax demand for the fiscal year 2018-19. The Additional Commissioner Grade-II Appeal in Gautambudha Nagar, Uttar Pradesh, issued the order pursuant to discrepancies involving credit notes that did not appear on the GST portal. The total demand stands at INR 47,02,500, comprising principal tax, interest, and penalties. Management stated the order is not maintainable and confirmed it has no material impact on the company’s financials or operations.

The company disclosed the receipt of the order under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing references SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. Nucleus Software informed the National Stock Exchange of India Limited and BSE Limited of the development on July 28, 2026. Company Secretary Poonam Bhasin signed the intimation letter.

Order Details

The GST Appellate Authority passed the order against the company based on alleged violations related to tax reversals. The specific components of the demand are outlined below.

Component	Amount (INR)
Total Demand	47,02,500
Interest	22,27,500
Penalty	2,25,000

The authority cited that certain credit notes were not appearing in the GST portal as the basis for the demand. The order was issued by the Additional Commissioner Grade-II Appeal, Gautambudha Nagar, Uttar Pradesh.

Company Response

Nucleus Software management assessed the order and concluded it is not maintainable. The company is currently reviewing the order and preparing to file an appeal against the decision. In its disclosure to stock exchanges, the firm emphasized that the matter will not affect its ongoing operations or financial health. The company has indicated it will take appropriate legal course of action to resolve the issue.

Regulatory Compliance

The disclosure aligns with Clause 20 of Para A of Part A of Schedule III of the Listing Regulations. The company provided requisite details in Annexure-I of the filing, ensuring transparency with investors and regulators. The notice was dispatched to both major Indian stock exchanges to ensure wide dissemination among stakeholders.