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.

Nucleus Software Exports Limited's promoter has submitted an annual declaration to the stock exchanges confirming that no encumbrance was created over shares held by the promoter group during the financial year ended March 31, 2026. The disclosure was made in compliance with Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011.

Declaration Details

Promoter Yogesh Andlay, on behalf of the promoter and promoter group, declared that neither he nor any persons acting in concert have made any encumbrance—directly or indirectly—over the shares held by them during the relevant financial year. The declaration was filed with both major Indian stock exchanges.

Key details of the disclosure are summarised below:

Exchange Submissions

The declaration was submitted to the listing departments of both the National Stock Exchange of India Limited and BSE Limited. Nucleus Software Exports Limited is headquartered at A-39, Sector-62, Noida, Uttar Pradesh-201307.

Regulatory Context

Under Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, promoters of listed companies are required to submit an annual declaration confirming whether any encumbrance has been created over their shareholding during the preceding financial year. This filing by Nucleus Software's promoter confirms full compliance with this regulatory requirement for FY26, with no encumbrance reported over shares held directly or indirectly by the promoter group.