Nucleus Software Exports Limited has notified the stock exchanges of an upcoming Board of Directors meeting scheduled for Thursday, May 21, 2026, in compliance with Regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Following the board meeting, the company has also announced an Investor/Analyst Earnings Conference Call for Friday, May 22, 2026, at 3:00 PM IST, to discuss the financial results for the quarter and year ended March 31, 2026. Both intimations were filed on May 11, 2026, and signed by Company Secretary Poonam Bhasin.

Board Meeting Agenda

The board meeting has been convened to address key financial disclosures for the fiscal year ended March 31, 2026. The following matters are on the agenda:

Financial Results and Dividend Consideration

The board will review and adopt the audited standalone financial results covering both the fourth quarter and the full financial year ending March 31, 2026. In addition, the audited consolidated financial results for the financial year ending March 31, 2026 will also be placed before the board for approval. The approved financial results are scheduled to be declared at the conclusion of the board meeting on May 21, 2026, and will also be made available on the Investor section of the company's website at www.nucleussoftware.com/Investors .

The board will also consider whether to recommend a final dividend for the financial year ended March 31, 2026. No specific dividend amount has been indicated in the intimation at this stage.

Earnings Conference Call Details

On May 22, 2026, the Management Team will participate in a conference call for investors and analysts to comment on the financial results for the quarter and year ended March 31, 2026. The following senior executives are scheduled to participate:

The call details are as follows:

International Access Numbers

International participants can join using the PIN number 9687955#. The region-wise access details are provided below:

Regulatory Compliance

The notices have been submitted to both the National Stock Exchange of India Limited and BSE Limited in accordance with applicable listing regulations. The communications were issued from the company's registered office located at 33-35 Thyagraj Nagar, New Delhi - 110003.

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.