Nucleus Software Exports Ltd

Dear Members,

We are pleased to present your Company's Thirty-sixth Annual Report, together with the Audited Statement of Accounts, for the year ended March 31, 2025.

1. RESULTS OF OPERATIONS AND STATE OF AFFAIRS- FINANCIAL RESULTS

a) Consolidated Operations

Revenue from consolidated operations for the year was Rs. 832.25 crore, as compared to Rs. 826.45 crore in the previous year, an increase of 0.70%. The overall Operational Expense for the year was Rs. 664.65 crore, against Rs. 607.00 crore in the previous year. The Operating Profit (EBITDA) was lower at Rs. 167.60 crore, 20.14% of revenue, against Rs. 219.45 crore, 26.55% of revenue in the previous year. Profit after Tax for the year was at Rs. 163.00 crore, 19.59% of revenue, against Rs. 191.60 crore, 23.18%, of revenue in the previous year.

Consolidated financial results are as below:

Rs. in crore

b) Standalone Operations

Revenue from the standalone operations for the year was Rs. 768.66 crore against Rs. 766.12 crore in the previous year, an increase of 0.33%. Total Operational Expense for the year was Rs. 609.08 crore against Rs. 553.31 crore in the previous year, an increase of 10.08 %. The Operating Profit (EBITDA) for the year was lower at Rs. 159.58 crore, 20.76% of revenue, against Rs. 212.81 crore, 27.78% of revenue, in the previous year. Profit after Tax for the year was at Rs. 161.76 crore, 21.04% of revenue, against Rs. 185.95 crore, 24.27 % of revenue in the previous year.

Standalone financial results are as below:

Rs. in crore

A detailed analysis on the Company's performance is included in the "Management's Discussion and Analysis" Report, which forms part of this Annual Report.

2. TRANSFER TO RESERVES

To augment resources, your Directors do not propose to transfer any amount to reserves. Appropriation to retained earnings for the financial year ended March 31, 2025, as per financial statements are as under:

Retained Earnings

Rs. in crore

3. CHANGES IN THE CAPITAL STRUCTURE

At the beginning of the Financial year 2024-25, the share capital structure of the Company was as follows:

During the period under review, the Company had completed Buyback of its 4,48,018 equity shares of Rs. 10/- each. At the end of the financial year ended March 31, 2025, the share capital structure of the Company is as follows:

The Company has not issued shares with differential voting rights or sweat equity shares during FY'25.

Shares under Compulsory Dematerialization

The shares of the Company are under compulsory dematerialization ("Demat") category and are available for trading on both the depositories in India viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Of the entire paid-up shares, 2,62,84,338 shares (99.84 %) are in dematerialized form as of March 31, 2025. The International Securities Identification Number (ISIN) allotted to the Company's shares is INE096B01018.

4. BuY BACK OF EQuiTY Shares

The Board of Directors at their meeting held on August 22, 2024, approved, subject to the approval of regulatory authorities, Companies Act 2013, the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, as amended (the "Buyback Regulations") and such applicable acts or rules including amendments if any, a Buyback of up to an aggregate amount not exceeding Rs. 72.35 crore ( representing 9.90% and 9.57% of the aggregate of the total paid-up equity capital and free reserves of the Company based on the Audited Standalone and Consolidated Financial Statements of the Company, for the financial year ended on March 31, 2024) ("Maximum Offer Size") at a price not exceeding Rs. 1,615/- per equity share ("Maximum Buyback Price"), from the existing equity shareholders of the Company.

The Company bought back 4,48,018 equity shares, aggregating to representing 1.67% of the total paid- up Equity Share capital of the Company through the Tender Offer route at a price of Rs. 1,615/- per equity share for an aggregate consideration of Rs. 72.35 crore.

The Shareholders' payout with respect to Buyback including tax on Buyback (excluding transaction costs, other incidental and related expenses) aggregated to Rs. 89.21 crore resulting in a payout of 57% of the standalone profits of the Company

The Buyback size was 9.90% and 9.57% of the aggregate of the total paid-up equity capital and free reserves of the Company based on the Audited Standalone and Consolidated Financial Statements of the Company, for the financial year ended on March 31, 2024, the Buyback process was completed, and the shares were extinguished on September 30, 2024. Further details/documents relating to the Buyback are available on our website at http://nucleussoftware. com/investors/

5. LISTING

Your Company's equity shares are listed at the following stock exchanges:

6. LIQUIDITY AND CASH EQUIVALENTS

Your Company continues to retain its debt-free status and maintains sufficient cash and cash equivalents to meet the future strategic initiatives. The Company has been conservative in its investment policy over the years, maintaining a reasonably high level of cash and cash equivalents which enable the Company to eliminate short and medium-term liquidity risks, and at the same time also help scale up operations at a short notice. The goal of cash management at your Company is to:

a. Use cash to provide sufficient working capital to manage business operations of the Company to be able to add value to all our stakeholders and continuously enhance the same.

b. Maintain sufficient cash as reserves that will aid the Company in capturing meaningful business opportunities.

c. Invest surplus funds in low-risk fixed deposits with banks and Public financial Institutions, debt & arbitrage schemes of mutual funds and tax-free bonds of Public sector enterprises.

Cash and cash equivalents along with other bank balances including current investments at a consolidated level of Rs. 359.73 crore, constitute 44% of the shareholders' funds at the year end, against Rs. 401.57 crore, 52% of the shareholders' funds at the close of the previous year.

The Company has a well-defined forex policy, based on which its currency exposure is closely monitored to hedge the forward risk in a more structured and timely manner.

7. DIVIDEND

The Board of Directors of the Company at their meeting held on May 16, 2025, have recommended a final dividend for its shareholders. The proposed final dividend is 125% (' 12.50 per equity share of Rs. 10 each), for FY 2024-25. This dividend is subject to the approval of shareholders at the forthcoming Annual

General Meeting. If approved, the total Dividend payout for FY 2024-25 will be Rs. 32.91 crore.

The record date for the purposes of the final dividend will be July 11, 2025, and payment will be made within 30 days from the date of declaration of dividend.

8. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to applicable provisions of the Companies Act 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 ('the Rules') all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the Demat account created by IEPF Authority. Accordingly, the Company has transferred all unclaimed or unpaid dividends and shares to IEPF as per applicable regulations.

The details are provided in the shareholder information section of this Annual Report and are also available on the Company website. i.e., https://investor. nucleussoftware.com/unclaim.aspx

The Board has appointed Ms. Poonam Bhasin, Company Secretary, as the Nodal Officer to ensure compliance with the IEPF rules.

9. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS with RELATED PARTIES

The Company policy for determining 'Material Subsidiaries' and on 'Related Party Transactions', as approved by the Board can be accessed on the Company website link: https://investor.nucleussoftware.com/ files/Nucleus_Policy_on_material_subsidiaries.zip and https://investor.nucleussoftware.com/files/Policy_on_ Related_Party_Transactions.zip respectively.

Particulars of contracts or arrangements with related parties in the prescribed Form AOC-2, are provided as Annexure B to this Board's Report.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR 2025 AND DATE OF THIS REPORT

No material changes and commitments have occurred after the close of the year till the date of this Board's Report, which will affect the financial position of the Company.

13. change in the nature of business

There has been no change in the nature of business of the Company.

14. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Management's discussion and Analysis is set out in this Annual Report.

15. REVIEW OF BUSINESS & OUTLOOK

The global fintech ecosystem continues to evolve at an unprecedented pace, driven by transformative technologies, shifting customer expectations, and a renewed emphasis on digital-first experiences. Amid economic uncertainties, regulatory shifts, and geopolitical complexities, the financial services industry has shown remarkable resilience. At the center of this resilience is innovation powered by platforms, ecosystems, and agile mindsets.

Your Company, Nucleus Software, stands at the vanguard of this transformation. With a legacy of delivering mission-critical lending and transaction banking solutions to financial institutions worldwide, your Company continues to lead the charge toward digital empowerment and customer-centric innovation. Our flagship products, FinnOne Neo? and FinnAxia?, are trusted by some of the world's most progressive banks and financial service providers.

Over the past year, your Company has amplified its strategic direction by embracing a multi-pronged approach focused on technology innovation, digital delivery, market expansion, and customer success. Leveraging Artificial Intelligence (AI), Machine Learning (ML), Cloud-Ready Architecture, and advanced data analytics, we are reimagining how financial institutions serve, engage, and empower their customers.

Through initiatives such as our AI-powered Smart Onboarding, real-time credit decisioning, and API- first platform enhancements, we are helping clients build more intuitive, automated, and compliant financial journeys. The introduction of AI in FinnOne Neo? Collections, has been a breakthrough—enabling lenders to personalize recovery strategies while improving efficiency and compliance.

As part of its structured approach to strategy execution, Nucleus Software has adopted Hoshin Kanri approch, ensuring that long-term strategic objectives are effectively cascaded into actionable goals across all levels of the organization. This alignment enables your Company to synchronize cross-functional initiatives, track progress rigorously, and swiftly adapt to changing market dynamics—all while maintaining a clear focus on customer-centric innovation and operational excellence.

In alignment with strategic priorities, your Company has made significant investments in R&D and continuous delivery (CI/CD). We have adopted Acceptance Test-Driven Development (ATDD) and embedded agile product development into our culture, ensuring accelerated innovation cycles and faster time-to-market. These efforts are reinforced through structured internal training programs, technology workshops, and leadership mentoring that enable continuous learning and technical excellence across our engineering teams. Your Company actively encourages certification programs and hands-on learning, ensuring our teams stay ahead of evolving technology trends and development methodologies.

Your Company's go-to-market strategy continues to be strengthened by forging high-impact partnerships. This year saw new collaborations with cloud partners, fintech ecosystems, and regional system integrators. These alliances not only expand our reach but also bring co-innovation opportunities to address specific market needs—be it in embedded finance, green mobility financing, or digital-first treasury.

Our presence on online channels and thought leadership platforms has grown significantly. From hosting webinars on Digital Lending in Emerging Markets to sharing insights via LinkedIn on Composable Banking and Sustainable Finance, we have deepened our engagement with the global fintech community. These initiatives position your Company not just as a solution provider, but as a strategic thought partner.

Talent remains a cornerstone of our sustained growth. We have bolstered our workforce through strategic hiring, cross-functional upskilling, and leadership development programs. With a renewed focus on Diversity & Inclusion, we are building teams that reflect the global markets we serve—creative, resilient, and future-ready.

Looking ahead, Nucleus Software is strengthening its strategic roadmap with a sharp focus on innovation, regional expansion, and specialized financing solutions. The Company is advancing in ESG-linked financing and intelligent automation, empowering financial institutions to embrace sustainable practices and streamline operations through technologies like Robotic Process Automation (RPA). Alongside these initiatives, the Company is investing in automated code review systems to boost developer productivity, reduce cognitive load, and ensure consistent code quality—allowing its engineering teams to focus more on innovation.

In response to evolving market demands, Nucleus Software is also placing greater emphasis on Islamic financing, particularly in retail segments, while conducting fitment analysis for complex corporate Islamic finance solutions to be addressed in the next financial cycle. Strategic efforts in co-lending have led to significant enhancements in digital collaboration between lenders, and the Company's education loan offering continues to evolve in line with India's maturing lending ecosystem.

Enhancements in the collections module, including a fully integrated legal repo settlement capability, are being actively deployed across regions, with tailored optimizations for markets such as Vietnam and the Middle East. Compliance with regional regulations, such as Payment Card Industry Data Security Standard (PCIDSS), has also enabled Nucleus Software to expand its footprint in the Middle East, supported by innovations like the recently launched payout module designed specifically for the region.

Looking toward the future, the Company's roadmap includes geographic expansion, advanced reporting dashboard capabilities, introduction of leasing solutions under priority financial lending (PFL), and gold loan offerings.

Through a combination of domain-driven product innovation, regulatory alignment, and continuous technology upgrades, Nucleus Software remains committed to enabling smarter, faster, and more inclusive banking experiences for its clients around the world.

Looking to the future, Nucleus Software is also closely monitoring developments in Digital Public Infrastructure (DPI), Global Financial Technology Networks (GFTN), and other collaborative frameworks shaping the next phase of fintech. By staying attuned to the evolving needs of financial institutions and regulators, your Company is well-positioned to explore future opportunities in areas such as digital identity and Central Bank Digital Currencies (CBDCs) as these technologies mature and regulatory clarity emerges.

We are actively tapping into emerging geographies across Africa, Australia, North America, Southeast Asia, Europe and Latin America, tailoring solutions to local regulatory environments and cultural nuances.

In conclusion, Nucleus Software is navigating the future with clarity, confidence, and commitment. By fusing technology excellence with deep domain expertise, by listening to our customers and learning from every engagement, we are building not just software—but a smarter, more inclusive, and future- ready financial ecosystem.

16. NEW PRODUCT LAUNCHES

During the year, your Company continued to enhance the digital lending and transaction banking platforms to take advantage of market trends, most significant being the increasing digital transformation of financial services. The latest release of FinnOne Neo? GA 8.0 marks a significant leap forward in digital lending transformation. Designed to meet the evolving demands of financial institutions worldwide, this cutting-edge solution enhances customer acquisition, loan management, and debt collections with greater speed, intelligence, and flexibility.

With AI-driven automation, seamless integrations, and advanced analytics, FinnOne Neo? GA 8.0 empowers lenders to accelerate decision-making, optimize risk management, and deliver superior borrower experiences.

In a financial landscape shaped by rapid technological advancements and evolving regulatory frameworks, financial institutions must adapt to maintain their competitive edge. As financial institutions navigate an increasingly digital-first world, this latest version reinforces Nucleus Software's commitment to driving innovation and redefining the future of lending.

This latest release introduces transformative capabilities across three key areas: Customer Acquisition (CAS), Loan Management (LMS) and Debt Collections. These enhancements are designed to streamline workflows, eliminate manual interventions, enhance customer trust, deliver seamless and quick onboarding as well as faster recoveries. By fostering innovation and leveraging the latest technologies, FinnOne Neo? GA 8.0 enables financial institutions to meet the demands of a rapidly changing marketplace while adhering to strict compliance standards.

This latest release introduces transformative capabilities across three key business process areas:

• Customer Acquisition (CAS): Faster onboarding, enhanced compliance, and seamless borrower experiences.

• Loan Management (LMS): Improved transparency, regulatory compliance, and flexible loan servicing.

• Debt Collections: AI-powered automation for faster recoveries and enhanced operational efficiency.

These enhancements streamline workflows, reduce manual interventions, improve compliance, and drive superior customer engagement.

The latest General Availability (GA) 8.6 release of FinnAxia? introduces several enhancements that address evolving market needs and regulatory requirements. These new features strengthen the platform's capabilities across multiple dimensions:

• Multifactor Authentication- Strengthens login and transaction security with layered authentication, protecting against unauthorized access.

• Beneficiary Limits Tracking- Allows corporates to set daily and maximum limits for beneficiaries, enabling tighter control over payment activity.

• Beneficiary Validation - NRE Flag- Ensures compliance for NRE transactions through automated validations and restrictions.

As digital financial ecosystems continue to evolve, your Company remains a strategic technology partner—dedicated to building next-generation platforms that help financial institutions thrive in the age of innovation.

17. NOTABLE ACCOLADES RECEIVED DURING THE YEAR

At Nucleus Software, we continue to be recognized globally for our commitment to delivering cutting- edge technology, fostering industry collaboration, and driving meaningful innovation in the financial services sector. During the year, we received prestigious accolades as below, that validate our purpose-driven approach and relentless pursuit of excellence:

• Asia Fintech Awards - "The Fintech Partner Award"- We were honoured to receive this award for our flagship digital lending solution, FinnOne Neo?. This recognition reflects how FinnOne Neo? continues to redefine lending through Al-powered automation, intelligent workflows, and seamless API integrations—enabling our customers to deliver smarter, faster, and more inclusive lending experiences.

• 17th NBFC & Fintech Conclave and Awards - "Best Fintech & NBFC Collaboration"

Our strategic collaboration with TATA Capital Ltd. was recognized as an exemplary model of innovation-driven partnership. The award highlights how our co-created solutions empower financial institutions to scale efficiently, respond to market dynamics, and enhance customer value.

• 17th NBFC & Fintech Conclave and Awards - "Best Fintech of the Year"

This accolade affirms our leadership as a trusted fintech partner. It acknowledges our ability to deliver comprehensive, future-ready platforms that drive end-to-end digital transformation, operational efficiency, and regulatory compliance across the loan lifecycle.

• IBSi Global Fintech Innovation Awards 2024 - "Best Digital Lending Implementation: Best Tools & Practices Adopted"-We were proud to be recognized for our impactful engagement with Ambit Finvest Pvt. Ltd. This award underscores our domain expertise and ability to implement robust, best-in-class digital lending solutions that enhance turnaround times, ensure compliance, and enable a future-ready lending ecosystem.

• Annual Report Recognition FY 2023-24 - Our

Annual Report for FY 2023-24, themed "Building Trust, Driving Growth - Our Purpose-Driven Journey to Innovation and Impact," achieved an exceptional global rating of 97 out of 100. We were also honoured with the Technical Achievement Award, reaffirming our commitment to innovation, transparency, and excellence in corporate reporting.

These recognitions reflect the trust placed in us by our customers, partners, and industry stakeholders— and they continue to inspire us to push the boundaries of innovation in everything we do.

18. SUBSIDIARY COMPANIES

Your Company has seven subsidiaries across the globe. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

The following table provides a list of all these subsidiaries as on March 31, 2025:

There has been no material change in the nature of the business of the subsidiaries.

The Board of Directors reviews the affairs of these subsidiaries periodically. These subsidiaries help the Company in providing front end support to customers and explore new opportunities.

A statement containing the salient features of the financial statement of our subsidiaries in the prescribed form AOC 1 is provided as Annexure A to this Board's Report. The statement also provides the details of performance, financial position of each of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

a) Nucleus Software Solutions Pte. Ltd.

Nucleus Software Solutions Pte. Ltd. (NSS) is based in Singapore. It was incorporated in 1994 to expand the Company's business in Southeast Asia. Currently, it is the central entity for Asia-Pacific excluding Japan and Australia with responsibility for business development, sales, and software development services for customers in the region.

b) Nucleus Software Inc.

Nucleus Software Inc. (NSI) is based in New Jersey, USA. It was incorporated in 1997 for providing business presence in the Americas. NSI operates as a business development and sales hub for the region.

c) Nucleus Software Japan Kabushiki Kaisha

Nucleus Software Japan Kabushiki Kaisha (NSJKK) is based in Tokyo, Japan. It was incorporated in 2001 to expand business in the country. NSJKK operates as a business development and sales hub for Japan. Additionally, the subsidiary provides software development services, to the local customers in Japan.

d) Nucleus Software Netherlands BV

Nucleus Software Netherlands BV (NSBV) is based in Amsterdam, The Netherlands. It was incorporated in 2006 for enlarging business presence in the European market. NSBV is a business development and sales hub for Nucleus in Europe.

e) Nucleus Software Ltd.

Nucleus Software Ltd. (NSL) has operations in Jaipur with registered office in New Delhi. It was incorporated in 2008 for facilitating delivery to larger clients through operations in a Special Economic Zone. NSL acquired 17.41 acre of land in the Mahindra World Special Economic Zone, Jaipur and has co-developed a 250-seater facility.

f) Nucleus Software Australia Pty. Ltd.

Nucleus Software Australia Pty. Ltd. (NSA) is based in Sydney, Australia. It was incorporated in 2014 for tapping the growing business opportunities in ANZ region. NSA operates as a business development and sales hub for the region. Additionally, the subsidiary provides software development services, to the local customers in Australia.

g) Nucleus Software South Africa Pty. Ltd.

Nucleus Software South Africa Pty. Ltd. (NSSA) is based in Johannesburg, South Africa. It was incorporated in 2015 for tapping the growing business opportunities in South African region. NSSA operates as a business development and sales hub for the region.

19. INFRASTRUCTURE

Your Company, along with its subsidiaries, has offices at several locations across the globe. The office space and seating capacity of these offices as on March 31, 2025, is detailed below:

The premises at Noida, New Delhi, Jaipur and Mumbai are owned by the Company or its subsidiaries.

20. QUALITY PROCESSES

At Nucleus Software, Quality Assurance functions as a cornerstone of our software product development and delivery lifecycle. Nucleus Quality Management System (NQMS) continues to enable outstanding value and experience to its external and internal customers. Quality Processes and Frameworks were further aligned and institutionalised as per the PMBoK (Project Management Body of Knowledge) Knowledge Areas and industry best practices.

In FY 2024-25, our Quality Assurance initiatives focused on strengthening project governance and continuous process optimization. We concentrated on automating key process workflows, including Multiphase Planning Dashboards, Metrics Performance Dashboard, Project Canvas, and Rebaseline Dashboards etc. Significant efforts were made to enhance the data availability and visibility through automated & analytical dashboards for better project governance at all levels.

Quality Assurance team collaborates with delivery and product development teams to ensure that quality standards are adhered to meet business objectives. This team monitors quality compliance and improvements through regular project facilitations, trainings, audits, and reviews. The team's extended facilitation during retrospectives, root cause analysis, shift-left feedback loops helped in driving continuous improvement across projects. As we move forward, the Company focus remains on enhancing the delivery quality through continuous process enhancement and metrics driven insights.

21. MARKET POSITIONING AND BRAND DIFFERENTIATION TO BUILDING BRAND EQUITY

In FY 2024-25, your Company strategically intensified its efforts to enhance global brand presence and reinforce its distinct market positioning. Recognizing the critical role of perception in a competitive marketplace, your Company adopted a future-focused branding approach to resonate with both internal and external stakeholders. The goal: to be seen not just as a technology provider, but as a trusted digital transformation partner for financial institutions worldwide.

Driving Brand Prominence

This year marked a pivotal phase in our brand journey—marked by deeper market engagement, sharper positioning, and a renewed emphasis on excellence across all touchpoints.

Refining Brand Identity

Your Company further evolved its brand essence to reflect agility, innovation, and customer-centricity. Every communication was curated to reinforce our brand promise, nurturing stronger emotional and strategic connections with our global audiences.

Leadership Visibility

We strengthened executive visibility through active participation in global conferences, thought leadership content, and industry-led dialogues. Our leaders continued to be recognized as trusted voices in digital lending, banking technology, and financial transformation—solidifying our stature in the global fintech ecosystem.

Commitment to Product Excellence

Your Company sustained its focus on delivering superior products by embedding customer feedback into the product roadmap and elevating experiences through continuous innovation. The recognition and trust earned from customers stand testament to our unwavering commitment to product quality and service excellence.

Brand Outreach and Media Engagement

During the year under review, your Company continued to strengthen its global brand presence through a robust, multi-pronged marketing and communications strategy. These initiatives were aimed at enhancing stakeholder engagement, reinforcing our positioning as a trusted fintech innovator, and aligning our messaging with market-specific demands. Key highlights include:

1. Editorial Excellence in Print Media

Your Company's thought leadership and solution expertise were prominently featured in reputed financial and technology publications such as The Economic Times, Business Today, and ETBFSI. These editorials not only showcased our flagship products and innovations but also reflected our perspectives on the evolving financial services landscape. Strategically crafted content ensured that our voice reached boardrooms, analyst desks, and policymaking circles across key markets.

2. High-Impact Broadcast and Visual Media Engagement

Your Company engaged with premier broadcast platforms and digital video channels to share leadership interviews, technology conversations, and customer success stories. These high- visibility appearances played a pivotal role in humanizing our brand and reinforcing our credibility among business audiences through authentic, narrative-driven storytelling.

3. Industry Participation at Global Forums

We maintained a strong presence at leading fintech and banking conferences across Asia- Pacific, the Middle East, Africa, and Europe. These forums provided valuable platforms to showcase innovations across our lending and transaction banking solutions. By engaging in panel discussions, keynote sessions, and product demonstrations, we strengthened connections with key decision-makers and explored new business opportunities.

4. News Wire and PR Amplification

To ensure timely and consistent visibility, your Company leveraged global press wire services to disseminate major announcements. These included product launches, strategic partnerships, awards, and customer wins. Our public relations efforts were structured to maintain strong recall across media channels and ensure alignment with our strategic business goals.

5. Geography-Specific Branding Initiatives

Recognizing the diverse needs and maturity levels of different markets, Nucleus Software adopted a hyperlocal branding strategy. Tailored campaigns were executed across India, Southeast Asia, Africa, Japan, Australia, Europe, and North America. We aligned our messaging to regional customer priorities, regulatory developments, and digital maturity—leveraging local events, industry alliances, influencer outreach, and multilingual digital content to maximize resonance and impact.

6. Data-Driven Digital Brand Campaigns

Your Company amplified its presence across search engines, social media, and professional networks through insight-led digital campaigns. These campaigns were tailored to elevate product awareness, generate qualified leads, and reinforce our position as a technology leader. In addition to driving inbound interest, our digital marketing contributed to our employer branding and talent acquisition goals.

7. Partner-Led Branding and Co-Marketing Initiatives

Strategic partnerships were central to our brand growth efforts during the year. Nucleus Software collaborated with leading technology and consulting firms on joint marketing programs. These included co-hosted webinars, joint solution whitepapers, and shared event platforms. Such initiatives not only extended our reach but also showcased the synergistic value delivered through collaborative innovation.

8. Analyst Engagement and Market Visibility

We intensified our engagement with leading global and regional analyst firms. Regular briefings, product walk-throughs, and executive insights were shared with analysts from firms such as Gartner, Forrester, Celent, and IBS Intelligence.

These efforts resulted in favorable coverage in several analyst reports and evaluations, further strengthening our visibility and influence among financial institutions.

9. Customer-Driven Account-Based Marketing (ABM) Initiatives

Your Company adopted a targeted ABM approach to build deeper relationships with key enterprise customers and strategic prospects. By tailoring campaigns, content, and executive engagements to the specific needs and priorities of each account, we successfully enhanced engagement levels, strengthened partnerships, and accelerated opportunity conversion. These ABM initiatives also served as platforms for capturing voice-of-customer insights to drive continuous product enhancement.

These integrated branding and communication initiatives are instrumental in positioning Nucleus Software as a global fintech leader committed to driving customer success, innovation, and business impact.

Expanding Global Outreach

Driving Global Impact through Strategic Industry Engagements

Throughout the fiscal year 2023-24, Nucleus Software actively participated in a range of industry events across the globe, reinforcing our commitment to innovation, collaboration, and thought leadership within the financial services sector. With our strategic global presence, Nucleus Software is leading critical conversations, setting new industry benchmarks, and delivering transformative financial solutions. Our commitment to collaboration and knowledge-sharing ensures that we continue to lead the way in digital lending, AI-driven financial services, and customercentric banking innovations.

Here's a summary of the Company's key engagements in major global events:

• MENA BFSI Leaders Conclave 2024 (Dubai, May 22-23, 2024)- At the MENA BFSI Leaders Conclave, Nucleus Software gained an invaluable platform to engage with key decision-makers and influential leaders from the BFSI sector across the MENA region. Through dynamic panel discussions, networking sessions, and knowledge-sharing forums, Nucleus Software exchanged insights on emerging industry trends, best practices, and strategies to foster inclusivity, sustainability, and collaboration within the financial services landscape.

This event highlighted Nucleus Software's leadership in driving digital transformation and innovation in the region's banking sector, reinforcing our role as a strategic partner in shaping the future of MENA's financial services.

• Banking Transformation Summit with CNBC TV18 (Mumbai, August 30, 2024)- Nucleus Software proudly hosted the Banking Transformation Summit 2.0, bringing together the best minds from India's banking and financial ecosystem. Building on the success of the inaugural edition, which focused on achieving a $5 trillion economy, this year's summit introduced an ambitious new vision — enabling India to reach a $10 trillion economy by 2047. Set against the backdrop of robust growth, regulatory evolution, and digital disruption, the summit ignited crucial discussions around sustainable development, financial inclusion, and technology-driven transformation.

Your Company provided a platform for renowned industry experts to engage in stimulating conversations on India's banking sector and its pivotal role in driving the nation's economy toward achieving these bold goals. Through insightful debates and strategic perspectives, Nucleus Software contributed to shaping the future of banking in India, reaffirming our commitment to innovation and leadership in the financial services sector.

• Global Fintech Fest 2024 (Mumbai, August 28-30, 2024)- At the Global Fintech Fest 2024, Nucleus Software reinforced its position as a fintech leader through an impactful presence at one of the industry's largest gatherings. Representing the Company, Bhupesh Kumar participated in a high-impact panel discussion on "Leveraging Digital Infrastructure for Transformation in Lending & Payments." The session offered valuable perspectives on how digital infrastructure is reshaping financial ecosystems—enabling greater speed, scalability, and inclusion. Bhupesh shared strategic insights on driving financial inclusion through digital lending, underlining Nucleus Software's commitment to empowering financial institutions with innovative, future-ready solutions.

• WFIS Philippines 2024 (Philippines, August 1314, 2024)- At WFIS Philippines 2024, Nucleus Software engaged in strategic discussions with industry leaders and key stakeholders, delving into the evolving market dynamics, regulatory trends, and potential partnership opportunities within the Philippine financial sector. The event provided an excellent platform to showcase Nucleus Software's innovative solutions and services, specifically designed to meet the unique needs of the local market.

This engagement reinforced Nucleus Software's commitment to driving digital transformation and innovation in the Philippines, fostering valuable partnerships, and further solidifying our position as a leader in global financial technology.

• CII Event 2024 (Mumbai, September 2-3, 2024)- This event offered a prime opportunity to engage with industry leaders and stakeholders, particularly in relation to India's banking sector's goals for MSMEs. Nucleus Software gained valuable insights into the unique challenges and opportunities facing the MSME sector, as well as the strategies being implemented to improve accessibility and convenience through digitalization. This event underscored Nucleus Software's commitment to driving financial inclusion and empowering MSMEs through technology-driven solutions that address their evolving needs.

• FIBAC 2024 (Mumbai, September 5-6, 2024)-

This premier event provided a dynamic platform for networking with global experts and industry peers, facilitating valuable connections that fostered collaboration and knowledge exchange. The symposium served as a catalyst for refining Nucleus Software's strategies, offering fresh insights into the evolving IT landscape while reinforcing our commitment to staying at the forefront of risk management and compliance. This event emphasized Nucleus Software's dedication to addressing the most pressing challenges in risk and compliance, ensuring we remain a trusted partner in an increasingly complex financial ecosystem.

• MEBIS 2024 (Dubai, September 18-19, 2024)-

Nucleus Software made a strong impact at MEBIS 2024, with a prominent presence throughout the event. In addition to our sponsorship, we were honored with a speaking opportunity, further cementing our leadership in the banking sector. The presentation underscored Nucleus Software's expertise in driving innovation and shaping the future of banking, establishing our position as a key player in the Middle East's financial ecosystem. This engagement highlighted Nucleus Software's commitment to delivering forward-thinking solutions and reinforcing our strategic role in the Middle East's rapidly advancing financial sector.

• FST 2024 (Sydney, October 24-25, 2024)-

Nucleus Software made a significant impact at FST 2024, maintaining a prominent presence throughout the two-day event. Our participation provided a platform to showcase our thought leadership and commitment to driving innovation in the financial services sector. This event reinforced Nucleus Software's role as a leading enabler of innovation and transformation in the global banking industry, while also underscoring our dedication to shaping the future of financial services.

• Singapore Fintech Festival 2024 (Singapore, November 6-8, 2024)- Nucleus Software played an integral role at the Singapore Fintech Festival 2024, where our expert shared valuable insights on the rapidly evolving fintech landscape, particularly within the realm of green finance. Through dynamic panel discussions, keynote presentations, and networking sessions, we explored emerging trends, disruptive technologies, and strategies for driving sustainable lending in the financial services sector.

This event highlighted Nucleus Software's leadership in advancing sustainable and responsible lending practices, further cementing our commitment to driving innovation and promoting a greener, more sustainable future within the fintech ecosystem.

• WFIS Indonesia 2024 (Jakarta, November 1213, 2024)- Nucleus Software's participation at WFIS Indonesia 2024 provided an invaluable opportunity to engage with global stakeholders, exchange insights, and contribute to key discussions on fostering collaboration and driving innovation within Indonesia's financial services industry. The event offered a dynamic platform to share expertise on digital transformation and its impact on the region's financial landscape.

This event reinforced Nucleus Software's commitment to advancing digital financial services in Indonesia, highlighting our leadership in creating inclusive and sustainable lending solutions that address the unique challenges of the region.

• The GFTN Forum, Japan (Tokyo, March 3-7, 2025)- At The GFTN Forum in Tokyo, Nucleus Software showcased its thought leadership in the evolving fintech landscape, contributing insights on emerging trends, disruptive technologies, and strategies driving the future of financial services. Our discussions centered around key topics such as the pivotal role of cloud computing, Asia's strategic influence in global finance, and the significance of data as the cornerstone for customer-centric innovation. This forum underscored Nucleus Software's commitment to advancing the future of financial services through cutting-edge solutions, while positioning us as a leader in driving innovation and collaboration across the global fintech ecosystem.

• Women Product Champions Event by Nasscom - (New Delhi, , February 3, 2025)- At the

Nasscom Women Product Champions event, your Company's representative delivered an inspiring and insightful session titled "Beyond the Feature Factory: Engineering Impactful Solutions that

Solve Real Problems", emphasizing the shift from simply adding features to creating user-centric, purpose-driven solutions that address real- world challenges, calling on tech professionals to move beyond just building products for the sake of functionality and focus on delivering products that truly make a difference by solving critical problems. Your Company's thought leadership reminded the audience of the importance of aligning product development with the broader goal of driving tangible, lasting impact. It's not just about innovation for innovation's sake—it's about building the right solutions that empower users and drive meaningful change.

• Nasscom Confluence 2024 - (New Delhi,

November 26, 2024): Your Company

representative participated in a high-impact panel discussion on "The Future of Payment Technology", sharing expert perspectives on the dynamic evolution of India's payment landscape, global advancements in payment systems, and the transformative trends influencing crossborder transactions. The discussion also delved into the critical role of AI and ML in strengthening payment security, particularly in fraud detection and overcoming cross-border constraints. This insightful session reinforced your Company's commitment to driving innovation in the digital payments' ecosystem.

• Black Swan Summit - (Perth, March 25, 2025)-

Your Company's Head of Sales for Australia & New Zealand, was a featured speaker at the prestigious Black Swan Summit, held at the University of Western Australia in Perth. The event brought together leading industry experts to discuss the rapidly evolving payments ecosystem. Your Company representative participated in a panel discussion to explore the transformative role of AI in revolutionizing payment systems, enhancing financial inclusion, and enabling seamless, borderless transactions. His insights focused on how businesses and financial institutions could build future-proof payment infrastructures amidst the rise of embedded finance, digital currencies, and decentralized ecosystems. The session provided valuable perspectives on leveraging technology to drive efficiency, security, and accessibility in the global payments landscape, helping shape the future of finance in an increasingly digital economy.

• Nucleus Synapse 2024 Singapore Edition - (Singapore, November 22, 2024)

Celebrating Innovation, Resilience, and the Future of Digital Finance in Singapore- Nucleus Synapse 2024 in Singapore was a defining moment for the financial technology landscape, bringing together the brightest minds and influential leaders from the worlds of banking, technology, and innovation. The event began with an energetic and culturally rich opening ceremony, featuring a traditional Lion Dance, symbolizing good fortune and prosperity in Chinese culture. The captivating performance, with its rhythmic drumbeats and vibrant costumes, not only energized the audience but also perfectly set the stage for a gathering focused on progress, transformation, and the harmonious fusion of tradition with cutting-edge innovation. This global forum provided a platform for industry leaders, innovators, and visionaries to explore the future of digital finance, with Nucleus Software at the forefront, showcasing its commitment to driving sustainable growth and technological advancement. The Singapore Edition of Synapse further strengthened Nucleus Software's role as a catalyst for change in the global financial ecosystem, cementing its position as a leader in pioneering solutions that empower the future of finance.

• Nucleus Synapse 2024: (Mumbai, December 6, 2024)

India's Path to Sustainable Growth - A Day of Insight, Innovation, and Commitment to

Governance-Nucleus Synapse 2024, held at the Grand Hyatt in Mumbai, marked a landmark event that brought together some of the most influential leaders in finance, governance, and sustainable development. With its compelling theme, "India's Path to Sustainable Growth: Governance & Lending," the event catalyzed critical discussions on how robust governance frameworks and innovative lending practices are shaping India's trajectory toward a more sustainable and inclusive future. This high-impact forum offered a unique platform for thought leaders, industry experts, and policymakers to explore actionable solutions to the challenges and opportunities in driving sustainable growth. Nucleus Software's leadership in organizing this event underscores its commitment to advancing responsible business practices and contributing to India's economic and social transformation. By engaging with diverse stakeholders, the event reinforced Nucleus Software's role as a key player in shaping the future of India's financial ecosystem, promoting innovation, and fostering governance that drives long-term value.

Your Company's participation in these events further reinforced its standing as a reliable partner and provider of innovative solutions within the industry. These gatherings presented valuable platforms for engaging with potential clients, partners, and key influencers, facilitating meaningful connections that could lead to future collaborations and business prospects. Additionally, these events allowed us to highlight our expertise, foster relationships, and contribute to driving positive change within the industry.

By showcasing your Company's capabilities across diverse global markets, we reaffirmed our commitment to meeting the unique needs of clients across various sectors. This strategic, multi-regional approach not only strengthened our position as an industry leader but also set the stage for sustained growth and success in the years ahead.

22. HUMAN RESOURCE MANAGEMENT

FY 2024-25 was a defining year of transformation at Nucleus - where strategic clarity, empowered leadership, and a people-first culture came together to shape the future.

We began by embracing the Hoshin Kanri approach, anchoring our Lean journey in shared purpose and structured execution. This method enabled us to identify six enterprise-level priorities - each led by a senior leader - and cascaded them across teams through Obeya rooms, catchball dialogues, and PDCA (Plan, Do, Check and Act) reviews. These priorities now serve as our organization's "true north," driving alignment in learning, performance, and rewards. Among these priorities, "Enhance Nucleites' Experience" stood as a key focus, and it became our core goal throughout the year. We facilitated this through initiatives such as leadership development programs, targeted sales enablement, and a commitment to enhancing wellbeing and growth opportunities, creating a more inclusive and enriching environment for every Nucleite.

To deepen Lean capability, your Company partnered with the Lean Enterprise Institute (LEI), USA and rolled out high-impact interventions including:

• A3 Thinking for structured problem-solving

• Lean Leader Development, combining immersive workshops with 1:1 coaching

• Kaizen Campaigns to empower teams in grassroots innovation and real-time issue resolution

In parallel, your Company invested in building future- ready skills and leadership strength:

• SkillsVault, launched on our platform, introduced a dynamic framework for skill mapping, personalized learning journeys, and smarter talent deployment.

• NucVerse, our new age learning portal, delivered gamified, role-specific, and certification-driven experiences to accelerate product agility and core capabilities.

We nurtured leadership at every level through:

• The LEAD Program for mid-level managers, focusing on coaching, influence, and emotional intelligence.

• The Young Leaders Program (YLP) for first-time people managers.

• Mastering Feedback workshops, which trained 350+ managers in delivering effective, actionable feedback.

• Targeted Sales, Product, and Project Management Enablement, enhancing execution sharpness and customer-centricity.

In support of the Company's global growth strategy, the talent acquisition efforts this year were particularly focused on strengthening the leadership team by hiring key sales leaders in international regions such as Australia and Southeast Asia. These strategic appointments are aimed at enhancing our market presence, driving new opportunities, and accelerating growth in these critical regions.

Your Company wellness commitment stayed strong with StayWell, offering expert-led campaigns, counseling access, and holistic wellbeing resources to foster a culture of care and trust.

Your Company also introduced Career Catalyst—a talent marketplace designed to empower Nucleites to transform and reshape their professional journey by presenting opportunities for reskilling and upskilling, internal mobility, and participation in short- and longterm projects. This program is built on the principle of empowering every Nucleite to take a meaningful pause, explore their true interests, strengths, and passions, and align their unique talents with the organization's goals. This journey of self-discovery helps individuals reflect on where they want to go and how they can best contribute to the organization's success.

This holistic strategy marks a pivotal leap forward in cultivating a high-performance, high-trust culture— one where Nucleites are empowered to learn, lead, and thrive.

Transparent, two-way communication was a critical pillar of this transformation. We elevated internal messaging through standardized and professional templates and launched regular Open Houses to foster cross-functional alignment, recognition, and active listening. Multiple people policies were simplified for better clarity and accessibility—ensuring that our processes stay as agile and inclusive as our people.

This holistic strategy marks a pivotal leap forward in cultivating a high-performance, high-trust culture— one where Nucleites are empowered to learn, lead, and thrive.

23. CORPORATE GOVERNANCE

Your Company believes that good and effective Corporate Governance is critical to achieve corporate vision and mission of the organization on a sustainable basis; it is more of an organizational culture than a mere adherence to rules and regulations.

Your Company has established and maintained a strong ethical environment, overseen by a committed and competent Board of Directors. The Company's practices and policies reflect the true spirit of Corporate Governance initiatives.

The required disclosures of Schedule V part II are mentioned in "Corporate Governance Report" which forms part of the Annual Report.

Your Company is complying with all mandatory requirements of Corporate Governance as stipulated as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compliance status is provided in the Corporate Governance section of the Annual Report. A certificate issued by the Statutory Auditors of the Company under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming compliance of the conditions of Corporate Governance, is provided as Annexure C to this Board's Report. The auditors' certificate for fiscal 2025 does not contain any qualifications, reservations, or adverse remark.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Your Company's Board consists of eight members comprising of four Executive Director including one Woman Director and four Non-Executive-Independent Directors including one Woman Independent Director.

The changes in composition of Board of Directors during the year under review are as below:

1. Mr. Prithvi Haldea retired as an Independent Director effective July 25, 2024, on completion of his second term of 5 consecutive years as an Independent Director.

2. Prof. Trilochan Sastry retired as an Independent Director effective July 25, 2024, on completion of his second term of 5 consecutive years as an Independent Director.

3. Mr. Ravi Pratap Singh retired as an Executive Director effective July 25, 2024, on completion of his tenure as an Executive Director.

4. Mrs. Elaine Mathias retired as an Independent Director effective September 19, 2024, on completion of her second term of 5 consecutive years as an Independent Director

The Board places on record its sincere appreciation for their invaluable contribution and guidance provided to the Company.

In accordance with the provisions of Companies Act 2013 and the Article of Association of the Company, Mr. Vishnu R Dusad , Managing Director and Dr. Ritika Dusad, Executive Director , whose office are liable to retire, shall retire at the ensuing AGM and being eligible, these Directors seek reappointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration/ Compensation committee, the Board has recommended their reappointment.

Mrs. Yasmin Javeri Krishan was appointed as Independent Director of the Company to hold office for five consecutive years for a term up to July 29, 2025, not liable to retire by rotation. The Board of Directors at their meeting held on June 26, 2025, at the recommendation of Nomination and Remuneration/ Compensation Committee, recommended the reappointment of Mrs. Yasmin Javeri Krishan as an Independent Director for another term of five years, subject to approval of shareholders in the forthcoming Annual General meeting.

Mr. Parag Bhise was appointed as an Executive Director of the Company to hold office for five consecutive years for a term up to July 30, 2025. The Board of Directors at their meeting held on June 26, 2025, at the recommendation of the Nomination and Remuneration/Compensation Committee, recommended the reappointment of Mr. Parag Bhise as an Executive Director for a further period of eight months i.e. from July 31, 2025, till March 31, 2026, subject to approval of shareholders in the forthcoming Annual General meeting.

Dr. Ritika Dusad was appointed as an Executive Director of the Company to hold office for five consecutive years for a term up to August 6, 2025. The Board of Directors at their meeting held on June 26, 2025, at the recommendation of the Nomination and Remuneration/Compensation Committee, recommended the reappointment of Dr. Ritika Dusad as an Executive Director for another term of five years, subject to approval of shareholders in the forthcoming Annual General meeting.

The Board of Directors at their meeting held on March 25, 2025, had approved the request submitted by Dr. Ritika Dusad, Executive Director for extension of her sabbatical period for another term of maximum one year.

Mr. Surya Prakash Kanodia resigned as the Chief Financial Officer and KMP of the Company effective May 21, 2025. The Board placed on record its sincere appreciation for his contribution to the Company.

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Vishnu R. Dusad, Managing Director, Mr. Parag Bhise, Executive Director & CEO, Mr. Anurag Mantri, Executive Director & COO, and Ms. Poonam Bhasin, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on date of the report.

25. BOARD EVALUATION

The Board of Directors carried out an annual evaluation of its own performance and performance of the Chairperson, Board committees and individual Directors pursuant to the provisions of the Companies Act 2013 and the Corporate Governance requirements under Regulation 25 (4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board, along with the Nomination and Remuneration/Compensation Committee (NRC) developed and adopted the criteria and framework for the evaluation of each of the Directors and of the Board and its Committees. A detailed Board effectiveness assessment questionnaire was developed based on the criteria and framework adopted by the Board.

Evaluation of the Board was based on the criteria such as the Board composition and structure, role of Board, effectiveness of Board processes, Board functioning, succession planning and strategic planning, etc.

Evaluation of Committees was based on criteria such as the composition of Committees, adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings and effectiveness of its advice/ recommendation to the Board, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, guidance to top management on business strategy, governance, risk and understanding of the organization's strategy, etc.

The results of the evaluation showed a high level of commitment and engagement in the Board and its various committees. The Chairperson of the Board/Committee also had interactions with each of the Directors and sought their feedback and suggestions on the overall Board Effectiveness and Directors performance. The feedback received from the Directors was discussed and reviewed by the Independent Directors at their separate meeting and also shared with the NRC/Board.

In addition, pursuant to the provisions of Schedule IV to the Companies Act, 2013 the Independent Directors reviewed the performance of the NonIndependent Directors and of the Board as a whole, performance of the Chairperson of the Board taking into account the views of all the Directors, and the quality, quantity and timeliness of flow of information between the Company management and the Board and its sufficiency for the Board to effectively perform its duties.

The Chairperson of NRC placed the Evaluation Summary before the NRC members. The same was discussed in detail, and the members recorded their satisfaction.

26. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The primary responsibility of the Nomination and Remuneration/Compensation Committee (NRC) is to identify and nominate suitable candidates for Board membership. The Committee also formulate policies relating to the remuneration of Directors, Key Managerial Personnel, and Senior Management Personnel of the Company.

The Committee, while evaluating potential candidates for Board membership, considers a variety of personal attributes, including experience, intellect, foresight, judgment and transparency, and match these with the requirements set out by the Board. The basic responsibilities of NRC with regard to Directors' appointment are as follows:

• Recommending desirable changes in Board size, composition, Committee structure and processes, and other aspects of the Board's functioning.

• Formulating criteria for determining qualifications, positive attributes, and Independence of a Director.

• Conducting search and recommending new Board members in light of resignation of current members or a planned expansion of the Board.

• Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

The policy of the Company for "Policy for Appointment of Board and Senior Management" is provided as Annexure D and "Policy of Remuneration for Directors, Key Managerial Personnel and Senior Management Personnel" is provided as Annexure E to this Board's Report. These Policies are also available on the Company website link: https:// investor.nucleussoftware.com/files/Nucleus_Policy_ for_Board_and_Senior_Management_Appointment. zip and https://investor.nucleussoftware.com/files/ Nucleus_Remuneration_Policy_for_Board_Members. zip respectively.

27. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015.

28. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR'S

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters can be accessed on the Company website link: https://investor.nucleussoftware.com/files/

NUCLEUS_FAMILIARISATION_PROGRAMME_FOR_ INDEPENDENT_DIRECTORS.zip

29. MEETINGS OF THE BOARD OF DIRECTORS

The Board met eight times during the year. The details are provided in the Report on Corporate Governance, a part of the Annual Report.

30. COMMITTEES OF The BOARD

There are five Committees of the Board which are as follows:

• Audit Committee

• Nomination and Remuneration/Compensation Committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of the Annual Report.

The Composition of Board Committees as on date of this report, is as follows:

31. VIGIL MECHANISM

The Company has a well-established whistle blower policy as part of vigil mechanism for observing the conduct of Directors and employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of conduct or ethics policy. This mechanism also provides for adequate safeguards against victimization of Director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. The Company is committed to develop a culture of the highest standards of ethical, moral, and legal business conduct.

32. SIGNIFICANT AND MATERIAL ORDERS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

33. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee, under Sec 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

34. RISK MANAGEMENT POLICY

The Company has developed and implemented a 'Risk Management Policy' that includes identification of elements of risk, which in the opinion of the Board may threaten the existence of the Company. The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. Risk Management Report forms a part of the Annual Report.

35. ADDITIONAL INFORMATION TO Shareholders

Detailed information to the shareholders is provided in the Shareholders' Referencer, a part of the Annual Report.

36. AUDITORS Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rules framed thereafter, M/s ASA & Associates LLP, (Firm Registration Number- 009571N/N500006) Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Annual General Meeting (AGM) of the Company held on July 8, 2022 until the conclusion of Annual General Meeting of the Company to be held in Calendar year 2027. The requirement to place the matter relating to appointment of the statutory auditors for ratification by the Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM.

Secretarial Auditor

As per the Companies Act 2013, Secretarial Audit by a practicing Company Secretary has become mandatory for prescribed companies, and they are required to annex the Secretarial Audit report with their Board Report in the Annual Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed, M/S PI and Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. Secretarial Audit Report in the prescribed

Form MR 3 is provided as Annexure F to this Board's Report. The Secretarial Auditors' Report does not contain any qualification, reservation, or adverse remark.

Based on the recommendation of the Board in its meeting held on May 16, 2025, M/s. PI & Associates, Company Secretaries (Firm registration no: P2014UP035400), is proposed to be appointed as secretarial auditors of the Company to hold office for a term of five consecutive years commencing from financial year 2025-26 till financial year 202930 subject to the approval of shareholders as per the Listing Regulations read with Section 204 of the Act and Rules thereunder.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

37. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to the financial statements.

Your Company has appointed an external professional firm M/s Varma & Varma, Chartered Accountants as internal auditors. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The Internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.

M/s ASA & Associates, LLP, the statutory auditors of the Company, has audited the financial statements included in the annual report and has issued an attestation report on our internal control over financial reporting (as defined in Section 143 of Companies Act, 2013).

38. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Inclusive growth and sustainable development are strong pillars of your Company's responsible corporate citizenship and are a part of the core values and driving force for many of its initiatives. Your Company believes that responsible investments in this regard will generate long term value for all the stakeholders.

In accordance with requirements of The Companies Act 2013, the Company has a Corporate Social Responsibility Committee comprising of a majority of Independent Directors and chaired by an Independent Director- Mr. Shekar Viswanathan. The other members of the Committee are Mrs. Yasmin Javeri Krishan, Mr. S.M. Acharya, Mr. Parag Bhise and Dr. Ritika Dusad.

The CSR Policy may be accessed on the Company website link: https://investor.nucleussoftware.com/ files/CSRPolicyNucleus.zip

Your Company had set up Nucleus Software Foundation (NSF), a Trust for the purposes of undertaking CSR activities of the Company, in 2014 as a Section 25 Company with the mission: "Empowering underprivileged with essence of education and thereby better livelihood and better life".

This year the Company's CSR arm continued with the interventions in the focus areas of education and livelihood.

For education, there was a special focus on early childhood education with a specific emphasis on foundational literacy and numeracy.

At Noida government schools the government focus shifted to program NIPUN. This is a focused program built around emphasizing the early- stage basic concepts of Hindi and Maths learning. We continued to work at the 14 government schools. Our para- teachers supported the government staff in training the students of classes 1,2 &3 in basic concepts of Hindi and English and students of classes 4&5 in remedial work of Maths, Hindi, and English.

NSF continued to support an NGO school "Samriddhi" managed by Sandeepon music and educational trust (located in Ghaziabad Vaishali area of Uttar Pradesh). Their learning centre was operational, and they prepared their students like a mainstream school in all the required subjects. They support their senior students by enrolling them at a Centre for Open School Board Exams.

At Dehradun, the implementing partner Mountain's Children Foundation worked in an intensive manner to train the primary school students in remedial and grade level Maths and English. We worked at 27 learning centres in two different geographies close to Dehradun, Vikasnagar block and Bandalghati area in Raipur block of Dehradun after school hours.

Our remedial program of Maths and English at tribal dominated areas of the chosen seven Districts of MP, Dewas, Sehore, Khandwa, Betul, Chhindwada, Dindori and Mandla is emerging as our biggest intervention. We are working there with the support of our implementing Partner organisation Parivaar.

NSF catered to 400 Learning centres (commonly known as Seva Kutirs in the area). The Kutirs cater to the tribal students of pre-primary to middle school, in those remote areas.

As a strategy to support this large program we supported team Parivaar in creating a new team of trainers (educational coordinators), who are working towards educational quality. NSF Knowledge Partners trained these coordinators through onsite trainings and online trainings.

NSF distributed Maths workbooks and English workbooks required for our remediation program to each student of these Kutirs. We reached out to

around 25,000 students at the Kutirs and measured the progress of these students. We aim to reach out to students of all 15 districts soon.

At Chennai, NSF partner SIRAGU continued with their women empowerment program of training in tailoring and embroidery at 6 centres in and around Chennai. The team trained around 200 plus women in these courses and moved them towards a path of financial independence. NSF also held training camps for sanitary pad stitching.

NSF new partnerships in new geographies of Bihar and Chhattisgarh are training youth and girls of the community, in remedial education for students at government primary school of the area. We have taken efforts to promote Vedic and Sanskrit education by supporting a Sanskrit Vidyalaya near Meerut. We have also joined hands with Ramakrishna Mission at Chennai to promote STEM education.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year is also set out in Annexure G of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

39. EMPLOYEE STOCK OPTION PLAN (ESOP)

Currently, there is only one ESOP scheme prevalent in the Company; ESOP scheme - 2015 (instituted in 2015). As per ESOP scheme 2015, equity shares would be transferred to eligible employees on exercise of options through Nucleus Software Employee Welfare Trust, which is established to carry out activities for the benefit and welfare of its Employees by launching various Schemes in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Details of ESOP as per the provisions of Companies Act, 2013 and Rules made there under are as follows:

During the year, no stock options were granted to any employee under the above-mentioned ESOP plan and therefore no calculations are required to be made or reported regarding difference between intrinsic value and fair market value of ESOPs granted.

40. PARTICULARS OF EMPLOYEES

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure H. Further, the report and the accounts are being sent/mailed to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

41. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to as per Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

(c) the Directors had taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors had prepared the annual accounts on a going concern basis.

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by the management, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024-25.

42. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is available on https://investor.nucleussoftware.com/files/ Nucleus_MGT-9_FY2024-2025.zip

43. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN exchange EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is provided as Annexure I to this Board's Report.

44. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of section 148 (1) of the Companies Act 2013 are not applicable for the business activities carried out by the Company.

45. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the integrated Management Discussion and Analysis are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

46. INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company has put in place a 'Policy against Sexual Harassment,' compliant with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act"). The Internal Committee has been constituted, to consider and resolve all sexual harassment complaints as reported under the policy.

The Committee also includes external member from NGOs or a person with relevant experience. We affirm that adequate access was provided to any complainant who wished to register a complaint under the policy.

The essence of the policy is communicated to all Company employees at regular intervals through assimilation and awareness programs.

During FY 24-25, the Company has not received any complaint on sexual harassment under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

47. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Listing Regulations mandate the inclusion of the Business Responsibility & Sustainability Report (BRSR) as part of the Annual Report for the top 1,000 listed entities based on market capitalization. In compliance with the Listing Regulations, we have integrated BRSR disclosures into our Annual Report.

48. ACKNOWLEDGEMENTS

Your Directors would like to place on record their gratitude for the co-operation received from the Government of India, State Governments of Delhi, Uttar Pradesh and Rajasthan, Central Board of Indirect Taxes Customs (CBI), Department of Scientific and Industrial Software Technology Park-Noida, Special Economic Zone authorities and other government agencies.

Your Directors would also like to thank the Company's customers, bankers, vendors, partners, and shareholders for their continued support to the Company. In specific, the Board would like to put on record its sincere appreciation of the commitment and contribution made by all employees of the Company.