Dear Members,

We are pleased to present your Company's Thirty-Fifth Annual Report, together with the Audited Statement of Accounts, for the year ended March 31, 2024.

1. RESULTS OF OPERATIONS AND STATE OF AFFAIRS-

Financial Results

The Company has adopted the Indian Accounting Standards (Ind-AS) with effect from April 1, 2017 (transition date being April 1, 2016) pursuant to the notification issued by the Ministry of Corporate Affairs dated February 16, 2015, regarding the Companies (Indian Accounting Standards) Rules, 2015. The consolidated financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015, notified under section 133 of the Act and other relevant provisions of the Act. The accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard, requires a change in the accounting policy hitherto in use. The Management takes into cognisance all new as well as revised accounting standards on an ongoing basis.

The Company has seven subsidiary companies, all of which are wholly owned subsidiaries. The Company discloses stand-alone audited financial results on a quarterly and annual basis, consolidated un-audited financial results on a quarterly basis and consolidated audited financial results on an annual basis.

a) Consolidated Operations

Revenue from consolidated operations for the year crossed the 800 crore mark for the first time at 826.45 crore, as compared to 634.46 crore in the previous year, an increase of 30.26%. The Company continued its focus on excellence in product development, innovation, customer service, focused sales and market development to help drive transformation. The overall Operational Expense for the year was 607.00 crore, against 478.71 crore in the previous year. The Operating Profit (EBITDA) was higher at 219.45 crore, 26.55% of revenue, against 155.75 crore, 24.55% of revenue in the previous year. Profit after Tax for the year was at 191.60 crore, 23.18% of revenue, against 127.79 crore, 20.14%, of revenue in the previous year.

Consolidated financial results are as below:

b) Standalone Operations

Revenue from the standalone operations for the year was 766.12 crore against 584.73 crore in the previous year, an increase of 31.02%. Total Operational Expense for the year was 553.31 crore against 428.44 crore in the previous year, an increase of 29.14%. The Operating Profit (EBITDA) for the year was higher at 212.81 crore, 27.78% of revenue, against 156.29 crore, 26.73% of revenue, in the previous year. Profit after Tax for the year was at 185.95 crore, 24.27% of revenue, against 130.37 crore, 22.29% of revenue in the previous year.

Standalone financial results are as below:

A detailed analysis on the Company's performance, both consolidated and standalone, 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, 2024, as per financial statements are as under:

Retained Earnings

3. SHARE CAPITAL

Issued and Paid-up Share Capital

During the year under review, there has been no change in the Paid-Up Share capital of the Company. As on March 31, 2024, the Paid-Up Share Capital of the Company is 26,773,324 equity shares of 10 each.

The Company has not issued shares with differential voting rights or sweat equity shares during FY'24.

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, 26,727,257 shares (99.83 %) are in dematerialized form as of March 31, 2024. The International Securities Identification Number (ISIN) allotted to the Company's shares is INE096B01018.

4. LISTING

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

5. 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 bank fixed deposits, debt 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 401.57 crore, constitute 52% of the shareholders' funds at the year end, against 277.43 crore, 45% 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.

6. DIVIDEND

The Board of Directors of the Company at their meeting held on May 23, 2024, have recommended a Final Dividend for its shareholders. The Proposed Final Dividend is 125% ( 12.50 per equity share of 10 each), for FY 2023-24. This Dividend is subject to the approval of shareholders at the forthcoming

Annual General Meeting. If approved, the total Dividend pay-out for FY 2023-24 will be 33.47 crore. The Register of Members and Share Transfer Books of the Company will be closed on July 9, 2024, to July 15, 2024 (both days inclusive) for annual closing and determining the entitlement of the shareholders to the final dividend for FY 2023-24, if approved by the members at the forthcoming Annual General Meeting.

7. 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.

8. 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.

9. 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 Directors' Report.

10. 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.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR 2024 AND DATE OF THIS REPORT

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

12. CHANGE IN THE NATURE OF BUSINESS

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

13. MANAGEMENT DISCUSSION & ANALYSIS

As per requirements of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosures) Regulations 2015, the Management's Discussion and Analysis of the financial condition and results of both standalone and consolidated operations have been provided separately in the Annual Report.

14. REVIEW OF BUSINESS & OUTLOOK

In an era marked by rapid technological advancements and evolving customer expectations, the fintech landscape is undergoing a paradigm shift. Despite facing challenges such as economic downturns, regulatory complexities, and unpredictable global events, the fintech industry remains resilient, poised for growth and expansion. This resilience stems from the industry's inherent ability to innovate and adapt to change, leveraging emerging technologies to drive transformation across various sectors of the economy.

At the forefront of this transformation is your Company, a leading provider of lending and transaction banking solutions. With a strong foothold in the global market, your Company has established itself as a trusted partner for financial institutions seeking to embrace digital transformation and stay ahead of the curve in an increasingly competitive landscape.

Looking ahead, your Company's strategic outlook is guided by a commitment to innovation, customer-centricity, and sustainable growth. We recognize the immense potential of emerging technologies such as artificial intelligence (AI), machine learning (ML), blockchain, and digital banking in reshaping the future of finance. By harnessing these technologies, your Company aims to deliver cutting-edge solutions that not only meet the current needs of its clients but also anticipate future trends and requirements.

One of the key drivers of your Company's growth strategy is its relentless focus on product innovation and research and development (R&D). We invest significantly in R&D initiatives to stay at the fore front of technological innovation, continually enhancing its product offerings to address the evolving needs of the banking and financial services (BFS) sector. This emphasis on innovation ensures that we remain agile and adaptable in a rapidly changing environment, enabling it to deliver value-added solutions that drive operational efficiency, improve customer experience, and drive business growth. Moreover, we are actively expanding our market reach and customer base through strategic partnerships and collaborations. By forging alliances with leading financial institutions, technology providers, and industry stakeholders, we seek to leverage synergies and unlock new opportunities for growth and innovation. These partnerships enable us to access new markets, penetrate existing ones more deeply, and co-create solutions that address specific market needs and challenges.

In addition to expanding its product portfolio and market presence, we are also focused on talent acquisition and development. Your Company recognizes that its success rests on the expertise, creativity, and dedication of its employees. It, therefore, invests in recruiting top talent from diverse backgrounds and fostering a culture of innovation, collaboration, and continuous learning. By nurturing a talented and motivated workforce, your Company ensures that we remain at the forefront of technological innovation and maintain a competitive edge in the global marketplace. Furthermore, we are proactively exploring opportunities in emerging markets and industry segments. With a keen eye on global trends and market dynamics, we identify high-growth areas and tailor its solutions to meet the unique needs and preferences of customers in these markets. By staying agile and responsive to the changing market conditions, we are able to seize opportunities for expansion and diversification, driving sustainable growth and creating long-term value for stakeholders.

In summary, your Company's global strategy and outlook are characterized by a relentless focus on innovation, customer-centricity, and sustainable growth. By leveraging emerging technologies, forging strategic partnerships, nurturing talent, and exploring new market opportunities, your Company is well-positioned to capitalize on the evolving needs of the BFS sector and drive transformational change in the global fintech landscape. As we continue to execute the strategic initiatives and pursue the vision of empowering financial institutions with cutting-edge solutions, we remain committed to delivering value to our customers, driving growth and innovation, and creating lasting impact in the years to come.

15. 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. Your Company has_ upgraded digital capabilities like virtual assistants, messaging applications, augmented channel-based_ acquisition capability and Geo tracking to offer end-to-end digitization of the loan lifecycle.

FinnOne Neo^?_ suite stands out as an end-to-end solution for lending businesses worldwide. Your Company's relentless pursuit of technological advancement ensures that we remain at the forefront of the industry, providing our customers with cutting-edge solutions that meet their evolving needs. The release of FinnOne Neo?_GA 7.0 in May 2023 marked a significant milestone, and the latest release of FinnOne Neo?_GA 7.5 in April 2024 underscores your Company's commitment to innovation.

In today's increasingly digitized world, the integrability and compatibility of a software solution with other providers is paramount. FinnOne Neo^?_ leads the way in this regard, boasting a comprehensive API stack of 480+ APIs. These APIs facilitate robust, secure, quick, and agile integration, ensuring seamless interoperability with a wide range of systems. With a strong focus on multi-lingual expansion, your Company's platform enables users to operate in their preferred language, fostering inclusivity and accessibility across regions and cultures. Your Company also repositioned the Captive Automotive Platform for the European and US markets delivering on the aspirations of this niche sector.

FinnAxia^?_ added new features in GA 8.6 release. With Multifactor Authentication, corporate users can benefit from enhanced security for logins, beneficiary registrations, and transaction authorizations. _ In the latest GA we have introduced Beneficiary Limits Tracking such that corporates can define the daily and maximum transaction limits for beneficiaries, allowing for close monitoring of beneficiary limits. Beneficiary Validation and Restriction was introduced for NRE account transactions, ensuring compliance and security with built-in beneficiary validation and restriction capabilities, safeguarding international transactions.

Your Company has also introduced Corporate Advice Generation to enable Corporates to download advice from the portal itself, making it readily available to share with beneficiaries. Also, Configurable Reverse MIS got added to get real time, automated MIS of payments file uploaded for complete transparency and 360-degree visibility. In the latest GA, we have upgraded the FinnAxia?_ Suite to include CBDT Payments to seamlessly manage CBDT payments within the platform, streamlining tax-related transactions for greater efficiency._ We have also introduced Grievances Redressal for an enhanced grievances redressal system ensuring prompt resolution, keeping our customers business moving forward without disruptions.

16. NOTABLE ACCOLADES RECEIVED DURING THE YEAR

Nucleus Software's FinnOne Neo? won the Banking Frontiers Technoviti Award 2023. FinnOne Neo? is the next-generation digital lending solution built on an advanced technology platform designed to shape the future of lending across Retail Finance, Corporate and SME finance, Automotive Finance and Islamic Finance. The multi-channel solution helps digitize the complete loan lifecycle end-to-end and supports both cloud and on-premise deployments._

Nucleus Software along with_ Mirae Asset Financial Services India Pvt Ltd.,_ showcased ground-breaking achievement by winning the IBS Intelligence Global Fintech Innovation Awards 2022, in the innovative category of the "Most Effective Paperless Digitization Project."

Nucleus Software was honored with a prestigious award from IBS Intelligence (IBSi) for the "Best Digital Lending Implementation

- Most Impactful Project" category. This recognition is a testament to our dedication to innovation and excellence in the realm of digital lending._ The Company's collaborative efforts with Poonawalla Fincorp not only transformed digital lending but also left a lasting impact on the industry.

Annual Report for the Year ended March 31, 2023, won the Silver Award for Excellence within the Technology-Software industry and Technical Achievement Award from League of American Communication Professionals (LACP). The Annual Report was also ranked 99^th amongst the top 100 Annual Reports worldwide by League of American Communications Professionals LLC (LACP).

17. 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, 2024:

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 Directors' 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.

18. 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, 2024, is detailed below:

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

19. QUALITY PROCESSES

Your Company is committed to ensure the highest level of quality for its products and services. Nucleus Quality Management System (NQMS) continues to enable outstanding value and experience to its external and internal customers. One of the key focus areas for this year was to continue to improve delivery quality through various analytical dashboards at all levels, process improvement initiatives and enabling project teams and business groups plan and perform causal analysis along with preventive and corrective actions.

Quality Processes and Frameworks were further aligned and institutionalised as per the PMBoK (Project Management Body of Knowledge) Knowledge Areas and other best practices. Transformation program for Project Management across organization is the key focus area with broader yet focused approach with global market leaders. Learning sessions on Program and Project Management are enabling project teams to implement the best practices. A dedicated Quality Assurance team handles the process change management, implementation, and its adherence across the organization. This team monitors quality improvements through regular facilitations, trainings, audits, and reviews.

20. Market Positioning and Brand Differentiation to Building Brand Equity

In the fiscal year 2023-24, your Company initiated and successfully executed extremely important initiatives to increase brand visibility and reinforce the positioning to external as well as internal audiences on a global scale. For a leader, it's vital to be perceived as one in the marketplace and we worked relentlessly towards creating and maintaining a brand image to reckon with._ Brand Prominence: Your Company's brand embarked on a strategic journey to enhance its visibility and solidify its position in the market through a multi-faceted approach encompassing brand positioning, leadership reinforcement, and product excellence.__ Brand Essence:_

We meticulously crafted our brand image to resonate with our target audience's values and aspirations, ensuring that every interaction reinforced our unique value proposition. By articulating our brand story consistently across various touchpoints, we cultivated a deeper connection with our customers and stakeholders._

Leadership Strengthening:_

Our leadership team spearheaded initiatives to establish our brand as an industry authority and thought leader. Through thought-provoking content, keynote speeches, and participation in industry forums, we demonstrated our expertise and vision, earning the trust and respect of our peers and customers alike._

Product Excellence:_

We relentlessly pursued excellence in product development, innovation, and customer service. By consistently delivering high-quality products that exceeded expectations, we reinforced our reputation for reliability and innovation, driving customer loyalty and advocacy._

Media Channels Utilized:_

Print Media:_

Strategically placed advertisements and editorial features in leading print publications enabled us to reach a broad audience and reinforce our brand message._

Television:_

Through targeted television sponsorships of relevant programs, we leveraged the power of visual storytelling to enhance brand awareness and engagement._

Industry Associations and Events:_

Active participation in industry associations and events provided us with opportunities to network, showcase our expertise, and gain valuable insights into market trends and customer preferences._

Print and Wires:_

Press releases distributed through print and wire services ensured that our key milestones and achievements received widespread coverage, enhancing our credibility and visibility._

Specialized Industry Event Partnerships:

Your Company sponsored banking focused events where industry stalwarts presented their views in contribution of banking towards economic growth and how technology plays an important role in this growth trajectory.

Capitalizing on Unique Media Opportunities:_ In geographies such as Mauritius, Australia, and our home country, India, your Company identified and capitalized on unique media opportunities tailored to each market's characteristics and preferences. Whether through targeted digital campaigns, sponsorships of local events, or partnerships with influencers, we maximized our exposure and relevance in these key regions._ We mapped products to geographies like USA, Canada, Europe, and SEA building carefully crafted narratives to generate a pull for our products in relevant markets. Through compelling narratives, insightful data, and visually engaging design, we illustrate how our strategic focus on brand positioning, leadership strengthening, and product excellence has propelled us towards our goal of leading the market. Expanding Global Outreach

Event Centric Expansion Strategy:

Throughout the fiscal year 2023-24, your Company actively participated in various industry events across the globe, reinforcing our commitment to innovation, collaboration, and thought leadership within the financial services sector. These engagements allowed us to effectively convey the value proposition of our solutions to key stakeholders and decision-makers within the industry. By participating in these events, we not only highlighted the benefits our offerings to financial services businesses but also emphasized our deep-rooted knowledge and understanding of industry challenges and requirements._ Here's an account of our engagements in major global events:

1. WFIS Vietnam: At the WFIS Vietnam, our team engaged in targeted discussions with industry leaders and stakeholders, exploring market dynamics, regulatory trends, and potential partnership opportunities within the Vietnamese financial sector. Your Company showcased innovative solutions and services tailored to the local market's needs.

2. MEBIS - Middle East Banking Innovation Summit, Dubai: As a platinum sponsor of MEBIS, your Company had a prominent presence throughout the event. In addition to our sponsorship, we secured a speaking opportunity where our representative delivered a keynote speech on "The Convergence of Digital Transformation and Innovation in Banking." This presentation highlighted your Company's thought leadership and expertise in driving digital innovation within the banking sector, positioning us as a key player in the Middle East's financial ecosystem._

3. MENA BFSI Leaders Conclave 2023, Dubai: Participating in the MENA BFSI Leaders Conclave provided our team with a unique platform to engage with influential leaders and decision-makers from the BFSI sector across the MENA region. Through panel discussions, networking sessions, and knowledge-sharing forums, we exchanged insights on industry trends, best practices, and strategies for achieving inclusivity, sustainability, and collaboration within the financial services industry._

4. Elets 13th NBFC Tech Summit, New Delhi: At the NBFC Tech Summit, our representative, delivered a presentation on "The Digital Lending Landscape: Unlocking Opportunities for MSMEs and Bridging the Financing Gap." This session provided attendees with valuable insights into leveraging technology to address the unique challenges faced by MSMEs in accessing financing, showcasing your Company's expertise in driving financial inclusion through digital innovation._

5. Future of Finance Summit, Thailand: Participating in the Future of Finance Summit allowed our experts to share insights on the evolving fintech landscape alongside industry peers. Through panel discussions, keynote presentations, and networking opportunities, we explored emerging trends, disruptive technologies, and strategies for driving digital transformation within the financial services sector._

6. Banking Transformation Summit with CNBC TV18, Mumbai: This summit provided a platform for renowned industry experts, including our representatives, to engage in stimulating discussions centred around India's banking sector's strategic role in propelling the nation's economy towards achieving ambitious goals. Through thought-provoking debates and strategic insights, we contributed to shaping the future of banking in India._

7. Future of Financial Services, Sydney by FST Media: As the lead sponsor of the Future of Financial Services event in Sydney, your Company had a prominent presence throughout the two-day affair. Mr. Parag Bhise, CEO & Executive Director shared his experience and insights on "Digital Transformation - The Journey and its Challenges," highlighting your Company's innovative approaches to overcoming digital transformation challenges in the financial services industry._

8. Global Fintech Fest, Mumbai: At the Global Fintech Fest, we participated as panelist discussing on subject "Leveraging Digital Infrastructure for Transformation in Lending

& Payments." This panel provided attendees with valuable insights into leveraging digital infrastructure to drive innovation and transformation in lending and payments, showcasing your Company's expertise in fintech solutions._

9. SIBOS2023, Toronto: SIBOS2023 focused on "Collaborative Finance in a Fragmented World," providing a platform for industry leaders to explore collaboration opportunities amidst a fragmented financial landscape. Our participation allowed us to engage with global stakeholders, exchange insights, and contribute to discussions on fostering collaboration and innovation within the financial services industry._

10. Singapore Fintech Festival: Dr. Ritika Dusad, Chief innovation Officer and Executive Director shared insights on "AI's Financial Architects: The Domain Expert Touch," contributing to discussions on the role of artificial intelligence in reshaping the future of finance. The participation in the festival enabled us to showcase our expertise in leveraging AI technologies to drive innovation and enhance customer experiences in financial services._

11. FIBAC 2023, Mumbai: At FIBAC 2023, Mr. Parag Bhise, CEO & Executive Director participated as a panelist on the topic "FinTechs: Strengthening Governance, Economics, and Scalability." This panel discussion provided attendees with strategic insights into the role of fintech companies in strengthening governance, economics, and scalability in the financial industry amidst uncertain times._

12. AFSA's Vehicle Finance Conference & Expo,

USA: Participating as a delegate, our team gained valuable industry insights and trends on compliance, regulatory activities, and best practices in vehicle finance. The conference provided a platform for networking and knowledge-sharing among industry leaders, contributing to our understanding of key challenges and opportunities in the vehicle finance sector._

13. Cedar-IBSi NextGen Banking and Technology

Summit in Muscat, Oman - This event provided an excellent opportunity to engage with industry leaders and stakeholders, particularly in the context of Oman's banking sector's digital transformation. Your Company gained insights into the specific challenges and opportunities facing the Omani banking industry, as well as the strategies being employed to enhance accessibility and convenience through digitalization._

14. Gartner IT Symposium/Xpo™ in Kochi – This premier event offered a dynamic platform for networking with global experts and peers, fostering invaluable connections within the industry. The symposium served as a catalyst for refining your Company's strategies and gaining fresh insights into the ever-changing IT landscape while underscoring our commitment to stay at the forefront of technological advancement and innovation. Your Company's presence at these events reinforced its reputation as a trusted partner and solution provider within the industry. These events provided valuable opportunities to engage with potential clients, partners, and influencers, fostering meaningful connections and paving the way for future collaborations and business opportunities, while also leveraging these opportunities to showcase our expertise, build relationships, and drive positive change.

Furthermore, by showcasing our expertise and capabilities in diverse geographical regions, we demonstrated our commitment to serving global markets and addressing the unique needs of clients across different sectors and industries. This multi-faceted approach solidified your Company's position as a leader in the industry and positioned it for continued growth and success in the years to come._

21. HUMAN RESOURCE MANAGEMENT

The rapidly evolving landscape of the IT industry calls for continuous adaptation, and your Company is committed to keeping pace with the technological advancements and evolving employee needs. Your Company aims to attract, develop, motivate, and retain diverse talent, that is critical for its competitive differentiation and continued success. As part of the broader efforts to address the rate of attrition in the industry's resignation wave, your Company made significant strides in providing a secure and satisfying work environment for its customers and employees alike. New hires joined our global employee strength of 1,890 with campus hiring through the Nucleus School of Banking Technology (NSBT) specifically targeting tier 2/3 cities and top institutes, creating a diverse talent pool. Initiated in 2010, NSBT remains a flagship program for developing professionals in banking technology. Your Company provide a dynamic workplace that offers a range of experiences, training, and career development opportunities.

Learning and Development

Your Company lays high emphasis on continuous learning and growth for every individual. Your Company offers a comprehensive package of learning and development opportunities in technology, processes, functional domain, products, and leadership training. _ Nucleus Employee Assistance Policy provides financial support and encourages employees to take up industry certification programs in technology, domain, project management, soft skills, and related areas. The Company offers Leadership Programs from global premier institutes to senior leaders.

Our online learning platform iLearn, powered by Skillsoft, has 10,000+ courses to help people hone their_ business skills, technology, and leadership skills. The courses are continuously updated with the latest trends and technologies. The "Career Aspire" journeys and key industry certifications help the employees for their development and career growth. The leadership courses in the platform are curated by MIT Sloan Management Review. This platform provides various topics ranging from Leading Organizational Vision and Leading a culture of execution to think strategically. Focus on leadership development for young leaders and mid-level managers continue through our flagship programs – LEAD (Leadership Engagement Action & Development) and YLP (Young Leaders Program). These programs are based on our Core Values and have contributed immensely towards building the organizational culture, individual effectiveness, and leadership competencies. For strengthening the 3 P's: Project, Program, and Portfolio Management capabilities, there have been focused project coaching sessions for Program and Project Managers during the year. There is high focus on learning and implementing LEAN Management practices. It will lead to continuous improvement, increased team engagement and enhanced customer value.

Diversity and Inclusion

Your Company has undertaken meaningful efforts to foster diversity in the workforce. We understand that diversity of thoughts, backgrounds, and experiences adds value to the Company.

Your Company believes in creating workspaces where a diverse set of people can contribute and thrive. Nucleus is committed to recognize a diverse workplace encompassing variety of perspectives, backgrounds, experiences, and above all establish equity between genders and provide a healthy environment to all Nucleites, so that they are equipped to break through all kinds of barriers and stretch themselves to new possibilities. Your Company organized many events under this initiative during the year e.g., series of connect with leaders, open dialogue for change, and mandatory online course on D&I for employees.

22. 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) 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) Regulations 2015, confirming compliance of the conditions of Corporate Governance, is provided as Annexure C to this Directors' Report. The auditors' certificate for fiscal 2024 does not contain any qualifications, reservations, or adverse remark.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. S. M. Acharya, Mr. Prithvi Haldea, Prof. Trilochan Sastry, Mrs. Elaine Mathias, Mrs. Yasmin Javeri Krishan, Mr. Shekar Viswanathan and Mr. Prakash Chandra Kandpal are Independent Directors as per the Companies Act, 2013, not liable to retire by rotation, to hold office for five consecutive years. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year. During the year based on the recommendation of the Nomination and Remuneration/Compensation Committee ( NRC) , the Board at its meeting held on Feb 12, 2024, appointed Mr. Shekar Viswanathan and Mr. Prakash Chandra Kandpal as Additional Directors (in the capacity of Independent Directors) of the Company, with effect from February 12, 2024, for a term of five consecutive years i.e., upto February 11, 2029. The said appointments were approved by the members by way of a postal ballot on March 31, 2024, in accordance with the provisions of the Companies Act ( 2013) and the Listing Regulations.

The date of appointment of the other Directors are given below: Mr. Prithvi Haldea and Prof. Trilochan Sastry had been reappointed as Independent Directors w.e.f. July 26, 2019, for a term of 5 years. Mrs. Elaine Mathias had been reappointed as an Independent Director w.e.f. September 20, 2019, for a term of 5 years.

Mrs. Yasmin Javeri Krishan had been appointed as Independent Director w.e.f. July 30, 2020, for a term of 5 years.

Mr. S. M. Acharya had been reappointed as an Independent Director w.e.f March 19, 2021, for a term of 5 years.

Mr. Ravi Pratap Singh had been reappointed as a Whole-Time Director w.e.f. July 26, 2019, for a term of 5 years.

Mr. Parag Bhise had been appointed as a Whole-Time Director w.e.f July 31, 2020, for a term of 5 years.

Dr. Ritika Dusad had been appointed as a Whole- Time Director w.e.f. August 7, 2020, for a period of 5 years.

Mr. Anurag Mantri had been appointed as a Whole-Time Director w.e.f December 19, 2020, for a period of 5 years. Mr. Vishnu R. Dusad had been reappointed as the Managing Director w.e.f. January 1, 2022, for a period of 5 years. During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

During the year, the Board on the recommendation of Nomination and Remuneration/compensation Committee (NRC) approved the continuation of Mr. S M Acharya as a Non-Executive Independent Director of the Company beyond the age of 75 years on the same terms and condition as approved by the members' at 32^nd Annual General meeting of the Company. The Members approved the above recommendation of Board by way of a postal ballot on January 26, 2024, in accordance with the provisions of the Companies Act ,2013 and the Listing Regulations.

Mr. Anurag Mantri was relieved from the additional responsibility of Chief Financial Officer (CFO) of the Company w.e.f. May 7, 2024. Mr. Mantri continues to be an Executive Director and Chief Operating Officer (COO) of the Company. Mr. Surya Prakash Kanodia was appointed as the Chief Financial Officer( CFO) and Key Managerial Personnel of the Company with effect from May 8, 2024. Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Vishnu R. Dusad, Managing Director, Mr. Parag Bhise, CEO & Executive Director, Mr. Anurag Mantri, Executive Director & COO, Mr. Surya Prakash Kanodia, Chief Financial Officer and Ms. Poonam Bhasin, Company Secretary are the Key Managerial Personnel of the Company as on date of the report. In accordance with the provisions of Companies Act 2013 and the Article of Association of the Company, Mr. Parag Bhise , Executive Director and Mr. Anurag Mantri, 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.

24. 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) 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. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January

5, 2017. The Board evaluation was conducted through a questionnaire designed with qualitative parameters. (explained in detail in the "Report on Corporate Governance" of the Annual report.)

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 Chairperson of the Board/Committee also had interactions with each of the Director and sought their feedback and suggestions on the overall Board Effectiveness and Director's 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 Non-Independent 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 placed the Evaluation Summary before the NRC members. The same was discussed in detail, and the members recorded their satisfaction.

25. 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 other senior employees 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 other Employees" is provided as Annexure E to this Directors' 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/f iles/Nucleus_ Remuneration_Policy_for_Board_Members.zip

26. 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.

27. 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

28. MEETINGS OF THE BOARD OF DIRECTORS

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

29. 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:

30. 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.

31. 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.

32. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors has not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Sec 143(12) of the Companies Act, 2013.

33. 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

34. ADDITIONAL INFORMATION TO SHAREHOLDERS

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

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 and a note in respect of same has been included in the Notice for this 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 Directors'

Report. The Secretarial Auditors' Report does not contain any qualification, reservation, or adverse remark.

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.

36. 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 Auditor. 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).

37. 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. Mrs. Yasmin Javeri Krishan, Prof. Trilochan Sastry, Mr. S M Acharya, Mr. Parag Bhise, and Dr. Ritika Dusad are the other members.

The CSR Policy may be accessed on the Company website link: https://investor.nucleussoftware.com/ files/CSRPolicyNucleus.zip The Company had set up Nucleus Software Foundation (NSF), a Trust for the purposes of undertaking CSR activities of the 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. After working hard during previous year in recouping the learning losses of the covid years, we had to take the momentum forward and move up the learning levels in literacy and numeracy.

At Noida government schools the government focus shifted to program NIPUN. This is a focussed 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 the 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 elder 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, Chhindwara, Dindori and Mandla is emerging as our biggest intervention. We are working there with the support of our implementing Partner organisation Parivaar. We catered to 400 Learning centers (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 educational coordinators who are working with a total focus on educational quality. NSF trainers trained these coordinators through on ground physical 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.

We supported in Navodaya Entrance Training of Kutir students with the help of an implementing partner Self Reliant India. 43 students gained admission at Navodaya through our efforts. 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. We also held training camps for sanitary pad stitching and basket weaving. This program has a lot of engagement with Nucleus Chennai office employees.

NSF also assisted families of a tribal village by giving them life jackets and torches which enabled them to do fishing safely in late hours and move on to a path of long-term financial independence. We forged new partnerships in new geographies of Bihar and Chhattisgarh where our partners are training youth, girls of the area and utilizing their help 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 R K mission at Gurgaon to promote value 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.

38. 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.

39. 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 Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure H. Further, the report and the accounts are being sent/mailed to the Members excluding the employees information. In terms of Section 136 of the Act, the said information is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

40. 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, 2024, 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 for 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 2023-24.

41. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is available on https://investor.nucleussoftware.com/ files/Nucleus_MGT-9_FY2023-2024.zip

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 Directors' Report.

43. 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.

44. 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.

45. 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 an external member 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 the FY23-24, 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.

46. 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.

47. 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, Customs and Excise Departments, Department of Scientific and Industrial Research (Ministry of Science and Technology), 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.