Nucleus Software Exports Limited, listed under Scrip Code 531209 (BSE) and Symbol NUCLEUS (NSE), successfully conducted its 36th Annual General Meeting (AGM) on Monday, 28th July, 2025 at 10:00 AM IST through Video Conferencing (VC) and Other Audio-Visual Means (OAVM), in line with SEBI and MCA guidelines.

The meeting was chaired by Mr. S. M. Acharya, who welcomed the members and called the session to order after confirming the quorum under Section 103 of the Companies Act, 2013.

Meeting Overview

The Company Secretary, Ms. Poonam Bhasin, confirmed the presence of key committee members, including representatives from:

• Audit Committee

• Nomination and Remuneration/Compensation Committee

• Stakeholders Relationship Committee

All directors attended the meeting except Dr. Ritika Dusad, Executive Director.

The company provided remote e-voting facilities before the AGM, and Insta Poll voting during the meeting for those who had not voted earlier.

Resolutions Passed

A total of eight resolutions were passed during the AGM. These were:

Ordinary Business:

1. Adoption of Audited Financial Statements for the year ended 31st March 2025.

2. Declaration of Final Dividend of ₹12.50 per equity share.

3. Re-appointment of Mr. Vishnu R Dusad (DIN: 00008412) as a Director, liable to retire by rotation.

4. Re-appointment of Dr. Ritika Dusad (DIN: 07022867) as a Director, liable to retire by rotation.

Special Business:

5. Re-appointment of Mr. Parag Bhise (DIN: 08719754) as a Whole-Time Director.

6. Re-appointment of Dr. Ritika Dusad as a Whole-Time Director.

7. Re-appointment of Mrs. Yasmin Javeri Krishan (DIN: 08801422) as an Independent Director (Special Resolution).

8. Appointment of M/s. PI & Associates as Secretarial Auditors and fixing their remuneration.

Voting Process and Scrutiny

The members were given the opportunity to ask questions. A few queries were raised and addressed by the Managing Director during the session.

For voting oversight, the company appointed Mr. Pravesh Kumar (CP No. 27218, Membership No. A60671) of M/s. Pravesh Kumar & Associates, as the Scrutinizer for both remote e-voting and Insta Poll processes.

The Chairperson authorised the Company Secretary to:

• Declare the voting results.

• Intimate the stock exchanges.

• Upload the results and Scrutinizer’s Report on the company’s website.

Conclusion and Corporate Governance

The meeting concluded at 10:41 A.M., with a formal vote of thanks. The board and management of Nucleus Software reinforced their commitment to good governance, transparency, and shareholder engagement through the virtual AGM platform.

The outcome of the voting on each resolution and the official report from the Scrutinizer will soon be made available on the company’s official website and submitted to the stock exchanges as per regulatory norms.

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