Nucleus Software Exports Limited has successfully concluded its postal ballot e-voting process, with all six resolutions receiving the requisite majority approval. The e-voting commenced on Wednesday, April 08, 2026 at 10:00 a.m. IST and concluded on Thursday, May 07, 2026 at 5:00 p.m. IST. The resolutions are deemed to have been passed on May 07, 2026, being the last date of remote e-voting. The results were submitted to the stock exchanges on May 08, 2026 pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Voting Participation and Share Capital

As on the cut-off date of March 27, 2026, the total number of shareholders on record stood at 40,672. The fully paid-up share capital of the company as on the cut-off date was ₹26,32,53,060, divided into 2,63,25,306 equity shares of ₹10/- each. The scrutinizer for the postal ballot was Devesh Kumar Vasisht, Managing Partner of DPV & Associates LLP, Practicing Company Secretaries (Firm Registration Number: L2021HR009500), appointed by the Board of Directors on March 25, 2026. Remote e-voting was facilitated through KFin Technologies Limited's platform.

Resolutions Passed

The six resolutions put to vote covered key governance and employee incentive matters. The following table summarises each resolution and its type:

Detailed Voting Results

The voting results across all six resolutions reflect strong overall shareholder support, with promoter and promoter group votes uniformly cast in favour across all resolutions. The table below presents the consolidated voting outcome for each resolution:

The total votes polled represented 60.6003% of outstanding shares across all six resolutions. No invalid votes were recorded for any of the six resolutions.

Category-Wise Voting Highlights

The promoter and promoter group, holding 1,93,74,532 shares, cast 1,44,25,914 votes entirely in favour across all six resolutions, representing 74.4581% of their shareholding. Public institutional shareholders, holding 14,97,191 shares, polled 13,38,418 valid votes at a participation rate of 89.3953% for all resolutions. Notably, institutional investors voted 100.0000% in favour of Resolution 2 (appointment of Dr. Nitin R Gokarn as Independent Director), while for Resolutions 1 and 3 through 6, institutional votes in favour stood at 28.4674% with 71.5326% against. Public non-institutional shareholders, holding 54,53,583 shares, recorded participation rates ranging from 3.4634% to 3.4637% across the resolutions, with approval rates exceeding 99% for all six resolutions in this category.

RSU Scheme-2026 and Equity Incentive Trust

Four of the six resolutions were specifically related to the Nucleus Software RSU Scheme-2026, reflecting the company's intent to implement a structured employee equity incentive framework. These resolutions collectively enable the company to grant Restricted Stock Units to eligible employees of its subsidiaries both in India and outside India, permit secondary acquisition of equity shares by the Nucleus Software Equity Incentive Trust, and allow the company to provide loans to the trust for the purchase of its own shares for the benefit of employees. All four RSU-related special resolutions received approval from approximately 93.99% of total votes polled.

Nucleus Software Exports Limited has disclosed, via a regulatory filing dated May 06, 2026, that it has received an order from the Income Tax Department, Delhi, pertaining to Assessment Year (AY) 2023-24. The order carries an income tax demand of INR 28,33,460/- (including interest), arising from adjustments made to transfer pricing margins in respect of certain intercompany transactions. The disclosure was made under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

Tax Demand Details

The regulatory filing provides the following key details of the order:

Transfer Pricing Adjustment at the Core

The Assessing Officer passed the order against the company for AY 2023-24, raising the income tax demand on account of adjustments made to the transfer pricing margins in respect of some intercompany transactions. In addition to the demand, the Assessing Officer has also initiated penalty proceedings in this regard.

Company's Response and Impact Assessment

Nucleus Software Exports has stated that, based on its assessment, the aforementioned order is not maintainable. The company is in the process of preferring appeals against the said order. Key points from the company's disclosure include:

• The order is considered not maintainable by the company.
• The company is filing an appeal against the order.
• The company will also respond to the penalty proceedings initiated by the Assessing Officer.
• The order has no material impact on the financials, operations, or other activities of the company.

The disclosure was signed by Poonam Bhasin, Company Secretary of Nucleus Software Exports Limited, and was submitted to both the National Stock Exchange of India Limited and BSE Limited in compliance with applicable listing regulations.