Nucleus Software Terminates Employee for Insider Trading Violations Following SEBI Order

Nucleus Software Exports Limited has taken decisive action against an employee found guilty of insider trading, following a Securities and Exchange Board of India (SEBI) adjudication order. The company terminated the employment of Nitin Kumar Garg and forfeited his gratuity after he was found to have violated the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Details of the Violation

According to the SEBI order, Garg, who held the position of Project Manager in the Global Customer Success Team, engaged in illegal trading of the company's shares. The specifics of the trades are as follows:

Transaction Type	Date Range	Number of Shares	Total Value
Purchases	April-May 2023	3,020	19.68
Sales	May 2023	3,020	28.67

These transactions were found to be in violation of Regulation 3(1) of the PIT Regulations, read with section 12A(e) of the SEBI Act.

Company's Response

Nucleus Software Exports Limited's board of directors convened on November 8 to address the issue. The company took the following actions:

Terminated Nitin Kumar Garg's employment due to:
- Violation of the company's "Code of Conduct for prevention of Insider Trading"
- Misconduct
- Moral turpitude arising from insider trading activities during his employment
Forfeited Garg's gratuity

The company stated that these measures were taken to address the violation and discourage future instances of insider trading by employees or their immediate relatives who may have access to unpublished price-sensitive information.

Investigation and Reporting Process

The company's management informed the board about the SEBI Adjudication Order on September 24. Following the board's advice, an external legal firm was appointed to conduct an inquiry into Garg's activities. The investigation report was presented to the Audit Committee on November 8, and the committee's recommendations were subsequently placed before the Board of Directors on the same day.

Regulatory Compliance

In compliance with SEBI regulations, Nucleus Software Exports Limited has filed the required disclosure under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The company emphasized its zero-tolerance policy for any violations of the Code of Conduct or SEBI PIT Regulations.

This incident serves as a reminder of the importance of maintaining ethical standards and complying with regulatory requirements in the financial markets. It also highlights the serious consequences that individuals may face for engaging in insider trading activities.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
0.0%	+0.24%	-8.83%	-29.10%	-16.57%	+67.57%

Nucleus Software has announced significant changes to its superannuation policy and leadership structure, as approved by the company's Board of Directors.

Extended Retirement Age

The Board has approved amendments to the company's superannuation policy, focusing on senior management positions:

Position	New Retirement Age	Standard Retirement Age
CEO	63 years	58 years
Key Managerial Personnel and Senior Management	62 years	58 years

These extensions will be considered on a case-by-case basis, subject to approval by the Nomination and Remuneration/Compensation Committee (NRC) and the Board of Directors upon completion of the standard retirement age.

CEO Reappointment

In a related development, the Board has approved the re-appointment of Mr. Parag Bhise (DIN: 08719754) as Whole-Time Director and CEO for an additional two-year term. The details of his reappointment are as follows:

Aspect	Details
New Term	April 1, 2026 to March 31, 2028
Subject to	Shareholder approval

About Parag Bhise

Mr. Bhise has been instrumental in shaping Nucleus Software's product narrative. His contributions include:

Creation and evolution of key offerings such as LeaseWare and FinnOne®
Leadership in product engineering for FinnAxia® and FinnOne Neo®
Forging strategic partnerships across diverse industries and geographies
Driving significant revenue and profitability through innovative technology solutions

Mr. Bhise's academic credentials include:

Professional Certificate in Innovation & Technology from MIT
Master's in Computer Applications from BIT Mesra
MBA from the Management Development Institute, Gurgaon

He joined the Nucleus Board in March 2020 and is not related to any other Directors of the Company.

These strategic decisions aim to ensure continuity in critical leadership positions and support the company's succession plan. The move reflects Nucleus Software's commitment to retaining experienced leadership while planning for the future.