Nucleus software Exports Limited has filed its quarterly compliance certificate with stock exchanges for the quarter ended March 31, 2026, in accordance with SEBI Regulation 74(5) of the Depositories and Participants Regulations, 2018.

Regulatory Compliance Filing

The company submitted the mandatory certificate to both NSE and BSE on April 11, 2026, through Company Secretary Poonam Bhasin. This filing represents a routine quarterly compliance requirement under SEBI regulations governing depositories and participants.

Certificate Confirmation

KFin Technologies Limited, serving as the company's Registrar and Share Transfer Agent, issued the confirmation certificate on April 6, 2026. The certificate covers the period from January 1, 2026, to March 31, 2026, confirming compliance with all regulatory requirements.

Key Compliance Activities

During the quarter, KFin Technologies confirmed completion of the following activities within prescribed timelines:

• Dematerialization Processing: Confirmed approval or rejection of demat requests within 15 days of receipt from depository participants
• Securities Verification: Confirmed to depositories that securities in certificates were listed on appropriate stock exchanges
• Certificate Management: Mutilated and cancelled physical certificates after proper verification
• Register Updates: Substituted depository names in member registers for approved demat requests

Operational Framework

The compliance certificate demonstrates the systematic handling of dematerialization processes through KFin Technologies' operational infrastructure. The registrar operates from its main center in Hyderabad's Financial District, with registered office in Mumbai.

This quarterly filing reflects standard corporate governance practices and regulatory adherence required for listed companies in India's securities market framework.

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.