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Nucleus Software Exports Ltd Earnings Release 2026

May 21, 2026

59444_rns_2026-05-21_920788c4-125f-41be-80d2-88c95e5c6dc7.pdf

Earnings Release

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NUCLEUS SOFTWARE

NUCLEUS SOFTWARE EXPORTS LTD.
CIN: L74899DL1989PLC034594
Corporate Office
A-39, Sector-62, Noida,
Uttar Pradesh, 201307. India.
T: +91.120.4031.400
F: +91.120.4031.672
E: [email protected]
W: www.nucleussoftware.com

May 21, 2026

The Listing Department The Listing Department
National Stock Exchange of India Limited BSE Limited
Exchange Plaza, Bandra-Kurla, Complex Phiroze Jeejeebhoy Towers,
Bandra (E), Mumbai-400051 25th Floor, Dalal Street, Mumbai-400001
SYMBOL: NUCLEUS SCRIP CODE: 531209

Dear Sirs,

SUB: OUTCOME OF THE BOARD MEETING AND FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2026

REF: REGULATION 33 AND 30(2) OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 IN TERM OF THE REGULATION 33 AND 30(2) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

This has reference to our letter dated May 11, 2026, regarding the captioned subject. The Board, at their meeting held today on May 21, 2026 transacted the following items of business:

A. Annual Audited Financial Results:

i. Approved the Audited Standalone Results and Unaudited Consolidated Results for the Quarter ended March 31, 2026;
ii. Approved the Audited Standalone Results and Audited Consolidated Results for the Year ended March 31, 2026 along with Standalone Audit Report and Consolidated Audit Report;

The above Financials have been duly reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on May 21, 2026.

B. Final Dividend

Further the Board of Directors of the Company at its meeting held today has recommended of final dividend of Rs. 12.50 per equity share of face value of Rs. 10/- each (i.e. 125% of Face Value of Rs. 10/- each) for the financial year 2025-26, subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.

C. Re-appointment of Mr. Vishnu R Dusad as the Managing Director of the Company

Based on the recommendation of the Nomination and Remuneration/Compensation Committee, the Board of Directors of the Company have approved the re-appointment of Mr. Vishnu R Dusad (DIN: 00008412) as Managing Director (Promoter and Executive) of the Company for a term of 5 (Five) consecutive years effective from January 01 2027 till December 31, 2031 (both days inclusive).

The said re-appointment is subject to the approval of the Shareholders of the Company. Mr. Vishnu R Dusad (DIN: 00008412) is not disqualified from being re-appointed as a Managing Director in terms of the Companies Act, 2013 and has given his consent to act as a Managing Director.

Registered Office
33-35 Thyagraj Nagar Mkt, New Delhi - 110003
Tel.: +91.11.2462.7552 F.: +91.11.2462.0872


NUCLEUS SOFTWARE

NUCLEUS SOFTWARE EXPORTS LTD.
CIN: L74899DL1989PLC034594
Corporate Office
A-39, Sector-62, Noida,
Uttar Pradesh, 201307. India.
T: +91.120.4031.400
F: +91.120.4031.672
E: [email protected]
W: www.nucleussoftware.com

Further, as required by Circular no. NSE/CML/2018/02 dated June 20, 2018, issued by NSE, he is not debarred from holding the office of a director by virtue of any SEBI order or any other Authority.

The required details in relation to reappointment of Managing Director pursuant to the provision of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular no. HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated January 30, 2026 is annexed herewith as an Annexure-A.

D. Considered and approved amendments to the following policy

  • Whistle blower policy

In compliance with the said regulations, Kindly find enclosed herewith the amended Code for your record, and the same is also available on the website of the Company: www.nucleussoftware.com

Timings of Meeting:

Commencement Time: 10:00 A.M.
Conclusion Time: 14:50 P.M.

This is for your information and records.

Thanking You

Yours Sincerely
For Nucleus Software Exports Limited
Poonam Bhasin
Digitally signed by Poonam Bhasin
Date: 2026.05.21 14:50:18
+05'30"

Poonam Bhasin
Company Secretary

Encl: as above

Registered Office
33-35 Thyagraj Nagar Mkt, New Delhi - 110003
Tel.: +91.11.2462.7552 F.: +91.11.2462.0872


May 21, 2026

The Listing Department The Listing Department
National Stock Exchange of India Limited BSE Limited
Exchange Plaza, Bandra-Kurla, Complex Phiroze Jeejeebhoy Towers,
Bandra (E), Mumbai-400051 25th Floor, Dalal Street, Mumbai-400001
SYMBOL: NUCLEUS SCRIP CODE: 531209

Dear Sirs,

SUB: DECLARATION PURSUANT TO REGULATION 33(3)(D) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AS AMENDED

DECLARATION

I, Ashok Kumar Bhura, Chief Financial Officer of Nucleus Software Exports Limited (CIN: L74899DL1989PLC034594) having its Corporate Office at A-39, Sector-62, Noida, Uttar Pradesh-201307, India, hereby declare that the Statutory Auditors of the Company M/s ASA & Associates LLP (FRN: 009571N/N500006) have issued an Audit Report with unmodified opinion on the Annual Audited Financial Results of the Company (Standalone & Consolidated) for the year ended March 31, 2026.

This Declaration is given in compliance to Regulation 33(3)(d) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and Circular No. CIR/CFD/CMD/56/2016 dated May 27, 2016

This is for your information and records.

Thanking you

Yours Sincerely

For Nucleus Software Exports Limited

Ashok Kumar Bhura
Digitally signed by
Ashok Kumar Bhura
Date: 2026.05.21
14:46:09 +05'30'

Ashok Kumar Bhura
Chief Financial Officer


(Annexure A)

Details in relation to reappointment of Managing Director pursuant to the provision of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular no. HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated January 30, 2026.

Sr. No. Items for Disclosure Description
1. Name of the Director Mr. Vishnu R Dusad (DIN: 00008412)
2. Reason for change viz. appointment, reappointment, resignation, removal, death or otherwise Re-appointment
3. Date of appointment/re-appointment/ cessation (as applicable) and term of appointment/re-appointment Date of Re-appointment: January 01, 2027
Term- 5 Years Commencing from January 01, 2027 to December 31, 2031
4. Brief Profile (in case of appointment/re-appointment) Mr. Vishnu R. Dusad is one of the key founders of Nucleus Software Exports Ltd. and has served as a Director since the company’s inception. He earned his Bachelor’s degree in Technology from the Indian Institute of Technology (IIT), Delhi, and has been actively contributing to the growth of the Indian software industry as an entrepreneur since 1983. He was appointed Managing Director of the company in January 1997.

With a strong technology background and over three decades of professional experience in Information Technology solutions for the BFSI sector, Mr. Dusad has played a pivotal role in shaping Nucleus Software. He is deeply committed to making a meaningful impact on the lives of fellow Nucleites and, through Nucleus, on the world at large. His success in securing global business deals for Nucleus Products is largely attributed to his keen understanding of cross-cultural dynamics.

Mr. Dusad’s expertise spans software development, strategic alliances, business development, and strategic planning. He attributes Nucleus’s success to teamwork, entrepreneurial spirit, and the ability to seize opportunities in the marketplace. |
| 5. | Disclosure of relationships between directors (in case of appointment of a director) | Dr. Ritika Dusad, Executive Director of the Company, is related to Mr. Vishnu R Dusad and is Daughter of Mr. Vishnu R Dusad |


ASA & ASSOCIATES LLP

CHARTERED ACCOUNTANTS

Smartworks Golf View Towers

9th Floor, Tower-B Sector 42

Gurugram 122 009 INDIA

T +91 124 6926 200

Aurobindo Tower

81/1 Third Floor

Adchini, Aurobindo Marg

New Delhi 110 017 INDIA

T +91 11 4100 9999

asaandassociates.co.in

INDEPENDENT AUDITOR'S REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL RESULTS

To The Board of Directors of Nucleus Software Exports Limited

Opinion

We have audited the accompanying Statement of Consolidated Financial Results of Nucleus Software Exports Limited (“the Holding”) and its subsidiaries (the Holding and its subsidiaries together referred to as “the Group”), for the year ended March 31, 2026, (the “Statement”), being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”).

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of other auditors on separate audited financial statements/financial information of the subsidiaries, the aforesaid consolidated financial results:

a. Include the annual financial results of the following entities:

  1. Nucleus Software Exports Limited
  2. Nucleus Software Solutions Pte. Limited
  3. Nucleus Software Inc.
  4. Nucleus Software Japan Kabushiki Kaisha
  5. Nucleus Software Netherlands B.V.
  6. Nucleus Software Limited
  7. Nucleus Software Australia Pty. Ltd.
  8. Nucleus Software South Africa (Pty.) Limited
  9. Nucleus Software Vietnam Company Limited

b. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations; and

c. give a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Companies Act, 2013 (the “Act”) read with relevant rules issued thereunder and other accounting principles generally accepted in India of the consolidated net profit and total comprehensive income, and other financial information of the Group for the year ended March 31, 2026.

Basis for Opinion

We conducted our audit of the Statement in accordance with the Standards on Auditing (“SAs”) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in Auditor’s Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the Consolidated Financial Results for the year ended March 31, 2026, under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities

ASSOCIATES LLP Chartered Accountants


ASA

in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Financial Results.

Management’s and Board of Directors’ Responsibilities for the Consolidated Financial Results

This Statement, which is the responsibility of the Holding Company’s Management and approved by the Board of Directors, has been compiled from the related audited Consolidated financial statements for the year ended March 31, 2026. This responsibility includes the preparation and presentation of the Consolidated Financial Results for the year ended March 31, 2026 that give a true and fair view of the consolidated net profit and consolidated other comprehensive income and other financial information of the Group in accordance with the recognition and measurement principles laid down in Ind AS, prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Financial Results that give a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the Consolidated Financial Results, the respective Management and Board of Directors are responsible for assessing the Group’s ability, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Companies or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group is also responsible for overseeing the financial reporting process of each company.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the Consolidated Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

A

ASA

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the Group has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated financial results made by the management and Board of Directors.

  • Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of the Listing Regulations.

  • Conclude on the appropriateness of the management and Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Consolidated Financial Results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure, and content of the Consolidated Financial Results, including the disclosures, and whether the Consolidated Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.

  • Obtain sufficient appropriate audit evidence regarding the Consolidated Financial Results of the entities within the Group to express an opinion on the Consolidated Financial Results. We are responsible for the direction, supervision, and performance of the audit of financial information of such entity included in the Consolidated Financial Results of which we are an independent auditor.

We communicate with those charged with governance of the Company and such other entity included in the Consolidated Financial Results of which we are an independent auditor regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

ASSOCIATED COURT OF THE UNITED STATES

ASA

Other Matters

  • We did not audit the financial information of one subsidiary, whose financial information reflects total assets of Rs. 3,393 Lakhs as at March 31, 2026, total revenue of Rs. 10,612 Lakhs, net profit after tax of Rs. 554 Lakhs and net cash outflow of Rs. 76 Lakhs for the year ended on that date, as considered in the consolidated financial results. The subsidiary is located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective country and which have been audited by other auditor under generally accepted auditing standards applicable in their respective country. The Holding Company’s management has converted the financial information of such subsidiary located outside India from accounting principles generally accepted in their respective country to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Company’s management. Our opinion in so far as it relates to the balances and affairs of such subsidiary located outside India is based on the reports of other auditor and the conversion adjustments prepared by the management of the Holding Company and audited by us.

Our opinion on the Statement is not modified in respect of this matter with respect to our reliance on the work done and report of the other auditors.

  • The Financial Statements includes the unaudited financial information of Six subsidiaries, whose financial information reflects total assets of Rs. 2,263 Lakhs as at March 31, 2026, and total revenue of Rs. 3,508 Lakh, total net profit after tax of Rs. 268 Lakhs and net cash outflows of Rs. 335 Lakh for the year ended on that date, as considered in the consolidated financial statements. This unaudited financial information have been furnished to us by the Board of Directors.

Our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on such financial information. In our opinion and according to the information and explanations given by the management, this financial information are not material to the Group.

Our opinion on the Consolidated Financial Results is not modified in respect of the above matter with respect to the financial information certified by the Board of Directors.

  • The Consolidated Financial Results includes the results for the quarter ended March 31, 2026, being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

Our opinion is not modified in respect of these matters.

For ASA & Associates LLP

Chartered Accountants

Firm Registration No. 009571N/N500006

PRATEET
KUMAR MITTAL
Digitally signed by
PRATEET KUMAR MITTAL
Date: 2026.05.21 14:58:03
+05'30'

Prateet Mittal
Partner
Membership No. 402631

img-0.jpeg

UDIN: 26402631DJXVOR9215

Place: Gurugram

Date: May 21, 2026

ASA & ASSOCIATES LLP

CHARTERED ACCOUNTANTS

Smartworks Golf View Towers

9th Floor, Tower-B Sector 42

Gurugram 122 009 INDIA

T +91 124 6926 200

Aurobindo Tower

81/1 Third Floor

Adchini, Aurobindo Marg

New Delhi 110 017 INDIA

T +91 11 4100 9999

asaandassociates.co.in

INDEPENDENT AUDITOR'S REPORT ON THE AUDIT OF THE QUARTERLY AND ANNUAL STANDALONE FINANCIAL RESULTS

To The Board of Directors of Nucleus Software Exports Limited

Opinion

We have audited the accompanying Statement of Standalone Financial Results of Nucleus Software Exports Limited (the “Company”), for the quarter and year ended March 31, 2026, (the “Statement”), being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”).

In our opinion and to the best of our information and according to the explanations given to us, the Statement:

a. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations; and

b. gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Companies Act, 2013 (the “Act”) read with relevant rules issued thereunder and other accounting principles generally accepted in India of the net profit and total comprehensive income, and other financial information of the Company for the quarter and year ended March 31, 2026.

Basis for Opinion

We conducted our audit of the Statement in accordance with the Standards on Auditing (“SAs”) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in Auditor’s Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the Standalone Financial Results for the quarter and year ended March 31, 2026, under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

Management’s and Board of Directors’ Responsibilities for the Standalone Financial Results

This Statement, which is the responsibility of the Company’s Management and approved by the Board of Directors, has been compiled from the related audited standalone financial statements for the quarter and year ended March 31, 2026. This responsibility includes the preparation and presentation of the Standalone Financial Results for the quarter and year ended March 31, 2026 that give a true and fair view of the net profit and other comprehensive income and other financial information of the Company in accordance with the recognition and measurement principles laid down in Ind AS, prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This

A

ASA

responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Results, the management and Board of Directors are responsible for assessing the Company's ability, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the financial reporting process of the Company.

Auditor's Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the Standalone Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial results made by the management and Board of Directors.
  • Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of the Listing Regulations.

A

ASA

  • Conclude on the appropriateness of the management and Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Standalone Financial Results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure, and content of the Standalone Financial Results, including the disclosures, and whether the Standalone Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.

  • Obtain sufficient appropriate audit evidence regarding the Standalone Financial Results of the Company to express an opinion on the Standalone Financial Results.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

The Standalone Financial results includes the results for the quarter ended March 31, 2026, being the balancing figure between the audited figures in respect of the full financial year and the published audited year to date figures up to the third quarter of the current financial year.

Our opinion is not modified in respect of this matter.

For ASA & Associates LLP

Chartered Accountants

Firm Registration No. 009571N/N500006

PRATEET
KUMAR MITTAL

Digitally signed by
PRATEET KUMAR MITTAL
Date: 2026.05.21
14:58:27 +05'30'

Prateet Mittal

Partner

Membership No. 402631

img-1.jpeg

UDIN: 26402631GVEUZM2368

Place: Gurugram

Date: May 21, 2026

PART I : STATEMENT OF CONSOLIDATED FINANCIAL RESULTS OF
NUCLEUS SOFTWARE EXPORTS LIMITED AND ITS SUBSIDIARIES
FOR THE QUARTER AND YEAR ENDED 31 MARCH 2026

(Amount in Rupees Lakhs unless otherwise stated)

For the quarter ended For the year ended
Particulars 31 March 2026 31 December 2025 31 March 2025 31 March 2026 31 March 2025
Unaudited Unaudited Unaudited Audited Audited
1. REVENUE FROM OPERATIONS
Income from software products and services 22,477 22,003 22,896 87,603 83,225
2. OTHER INCOME 1,492 1,512 1,662 6,416 6,626
3. TOTAL INCOME (1+2) 23.969 23.515 24.558 94.019 89.851
4. EXPENSES
a) Employee benefits expense 15,147 14,486 12,258 58,941 53,464
b) Operating and other expenses 3,834 4,195 3,188 16,105 12,926
c) Finance cost 34 50 17 141 75
d) Depreciation, amortisation and impairment expenses 493 433 341 1,649 1,481
TOTAL EXPENSES 19.508 19.164 15.804 76.836 67.946
5. PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX (3-4) 4,461 4,351 8,754 17,183 21,905
6. EXCEPTIONAL ITEMS
Impact of New Labour Codes (refer note 3 below) 310 1,885 - 2,195 -
7. PROFIT BEFORE TAX (5-6) 4,151 2,466 8,754 14,988 21,905
8. TAX EXPENSE
Net current tax expense 1,166 585 2,061 3,655 4,763
Deferred tax (credit) /charge (470) (189) 216 (341) 842
NET TAX EXPENSE 696 396 2.277 3.314 5.605
9. PROFIT FOR THE PERIOD/YEAR (7-8) 3,455 2,070 6,477 11,674 16,300
10. OTHER COMPREHENSIVE INCOME / (LOSS)
A) (i) Items that will not be reclassified to profit or loss
Remeasurement of the net defined liability/asset 213 57 54 374 (438)
Equity instruments through other comprehensive income - net change in fair value (72) 193 18 467 (193)
(ii) Tax (expense) / income relating to Items that will not be reclassified to profit or loss (43) (89) (15) (161) 148
B) (i) Items that will be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations (201) 195 (118) 347 127
Effective portion of gains and loss on hedging instruments in a cash flow hedge (69) 3 59 (114) 2
(ii) Tax (expense) / income relating to items that will be reclassified subsequently to profit or loss 14 (1) (18) 27 (2)
TOTAL OTHER COMPREHENSIVE INCOME / (LOSS), NET OF TAX (158) 358 (20) 940 (356)
11. TOTAL COMPREHENSIVE INCOME FOR THE PERIOD/YEAR (9+10) 3,297 2,428 6,457 12,614 15,944
Profit for the period/year attributable to
-Shareholders of the Company 3,455 2,070 6,477 11,674 16,300
-Non controlling interest - - - - -
Total comprehensive income attributable to
-Shareholders of the Company 3.297 2.428 6.457 12.614 15.944
-Non controlling interest - - - - -
12. Paid up Equity Share Capital (Face Value Rupees 10 each) 2,633 2,633 2,633 2,633 2,633
13. Other Equity - - - 88,112 78,789
14. Earnings Per Share (Rupees) (Par value Rupees 10 each)
Basic 13.12 7.86 24.60 44.35 61.40
(Not annualised) (Not annualised) (Not annualised)
Diluted 13.12 7.86 24.60 44.35 61.40
(Not annualised) (Not annualised) (Not annualised)

PART I : STATEMENT OF STANDALONE FINANCIAL RESULTS OF
NUCLEUS SOFTWARE EXPORTS LIMITED
FOR THE QUARTER AND YEAR ENDED 31 MARCH 2026

(Amount in Rupees Lakhs unless otherwise stated)

For the quarter ended For the year ended
Particulars 31 March 2026 31 December 2025 31 March 2025 31 March 2026 31 March 2025
Audited Audited Audited Audited Audited
1. REVENUE FROM OPERATIONS
2. Income from software products and services 20,680 20,200 21,291 80,597 76,866
3. OTHER INCOME 1,480 1,497 1,661 7,301 7,004
4. TOTAL INCOME (1+2) 22.160 21.697 22.952 87.898 83.870
5. EXPENSES
a) Employee benefits expense 13,118 12,712 10,677 51,541 47,235
b) Operating and other expenses 4,234 4,610 3,452 17,550 13,618
c) Finance cost 28 42 12 112 55
d) Depreciation, amortisation and impairment expenses 467 407 316 1,547 1,384
TOTAL EXPENSES 17.847 17.771 14.457 70.750 62.292
5. PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX (3-4) 4,313 3,926 8,495 17,148 21,578
6. EXCEPTIONAL ITEMS
Impact of New Labour Codes (refer note 3 below) 310 1,885 - 2,195 -
7. PROFIT BEFORE TAX (5-6) 4,003 2,041 8,495 14,953 21,578
8. TAX EXPENSE
Net current tax expense 1,111 484 1,959 3,435 4,552
Deferred tax (credit) /charge (453) (185) 216 (313) 650
NET TAX EXPENSE 658 299 2.175 3.122 5.402
9. PROFIT FOR THE PERIOD/YEAR (7-8) 3.345 1.742 6.320 11.831 16.176
10. OTHER COMPREHENSIVE INCOME / (LOSS)
A) (i) Items that will not be reclassified to profit or loss
Remeasurement of the net defined liability/asset 213 57 54 374 (438)
Equity instruments through other comprehensive income - net change in fair value (72) 193 18 467 (193)
(ii) Tax (expense) / income relating to Items that will not be reclassified to profit or loss (43) (89) (15) (161) 148
B) (i) Items that will be reclassified subsequently to profit or loss
Effective portion of gains and loss on hedging instruments in a cash flow hedge (69) 3 59 (114) 2
(ii) Tax (expense) / income relating to items that will be reclassified subsequently to profit or loss 14 (1) (18) 27 (2)
TOTAL OTHER COMPREHENSIVE INCOME / (LOSS), NET OF TAX 43 163 98 593 (483)
11. TOTAL COMPREHENSIVE INCOME FOR THE PERIOD/YEAR (9+10) 3,388 1,905 6,418 12,424 15,693
12. Paid up Equity Share Capital (Face Value Rupees 10 each) 2,633 2,633 2,633 2,633 2,633
13. Other Equity - - - 84,833 75,700
14. Earnings Per Share (Rupees) (Par value Rupees 10 each)
Basic 12.71 6.62 24.01 44.94 60.93
(Not annualised) (Not annualised) (Not annualised)
Diluted 12.71 6.62 24.01 44.94 60.93
(Not annualised) (Not annualised) (Not annualised)

NUCLEUS SOFTWARE EXPORTS LIMITED

PART II: SEGMENT REPORTING (CONSOLIDATED)

For the quarter ended For the year ended
Particulars 31 March 2026 31 December 2025 31 March 2025 31 March 2026 31 March 2025
Unaudited Unaudited Unaudited Audited Audited
a) Revenue by geographical segment
India 13,046 13,109 13,596 51,081 48,000
Far East 840 815 812 3,131 2,907
South East Asia 2,403 2,574 2,572 10,095 9,904
Europe 1,000 928 1,071 3,985 4,941
Middle East 2,828 2,224 2,500 10,023 9,147
Africa 233 251 281 943 823
Australia 419 573 743 1,949 2,441
Others 1,708 1,529 1,321 6,396 5,062
Total 22,477 22,003 22,896 87,603 83,225
Less: - Inter segment revenue
Net revenue from operations 22,477 22,003 22,896 87,603 83,225
b) Segment profit / (loss) before tax
India 6,676 6,733 9,264 27,650 29,234
Far East 122 156 250 538 465
South East Asia (729) (641) 37 (2,626) (1,440)
Europe 386 339 418 1,571 1,751
Middle East 769 349 575 1,360 767
Africa 112 56 189 277 611
Australia 106 201 424 534 903
Others 724 759 542 2,670 1,980
Total 8,166 7,952 11,699 31,974 34,271
Add: - Other income 1,492 1,512 1,662 6,416 6,626
Less: - Unallocable corporate expenditure* 5,507 6,998 4,607 23,402 18,992
Profit before tax 4,151 2,466 8,754 14,988 21,905
c) Segment assets
India 8,759 10,754 7,789 8,759 7,789
Far East 498 436 542 498 542
South East Asia 2,752 2,536 3,515 2,752 3,515
Europe 647 588 355 647 355
Middle East 2,862 1,470 2,183 2,862 2,183
Africa 175 288 378 175 378
Australia 50 178 980 50 980
Others 1,171 293 2,209 1,171 2,209
Total 16,914 16,543 17,951 16,914 17,951
Add: - Unallocated corporate assets 109,699 109,074 97,344 109,699 97,344
Total assets 126,613 125,617 115,295 126,613 115,295
d) Segment liabilities
India 13,320 17,737 14,193 13,320 14,193
Far East 382 315 350 382 350
South East Asia 5,759 5,097 4,305 5,759 4,305
Europe 170 319 373 170 373
Middle East 4,419 3,314 4,796 4,419 4,796
Africa 321 414 295 321 295
Australia 507 847 1,418 507 1,418
Others 2,233 1,099 1,770 2,233 1,770
Total 27,111 29,142 27,500 27,111 27,500
Add: - Unallocated corporate liabilities 8,757 9,379 6,373 8,757 6,373
Total liabilities 35,868 38,521 33,873 35,868 33,873
  • Unallocable corporate expenses and unallocable corporate liabilities includes Rs.2,195 Lakhs towards impact of New Labour Codes for the year ended 31 March 2026.
    (refer note 3 below)

NUCLEUS SOFTWARE EXPORTS LIMITED

PART II: SEGMENT REPORTING (STANDALONE)

  • Unallocable corporate expenses and unallocable corporate liabilities includes Rs.2,195 Lakhs towards impact of New Labour Codes for the year ended 31 March 2026. (refer note 3 below)

PART III : STATEMENT OF BALANCE SHEET

Particulars CONSOLIDATED STANDALONE
As at As at As at As at
31 March 2026 31 March 2025 31 March 2026 31 March 2025
ASSETS Audited Audited Audited Audited
Non-current assets
Property, plant and equipment 6,058 4,033 6,032 4,009
Capital work in progress 6 22 6 22
Other intangible assets 293 130 286 122
Intangible assets under development 2 3 2 3
Right of use assets 1,315 670 1,249 661
Investment Property 1,241 1,271 - -
Financial assets
Investments 35,275 40,362 37,260 42,347
Loans 1 8 1 8
Other financial assets 22,284 12,555 22,231 12,503
Income tax asset (net) 1,158 875 1,155 875
Other non-current assets 57 930 58 930
Total non-current assets 67,690 60,859 68,280 61,480
Current Assets
Financial assets
Investments 29,103 23,706 28,604 23,217
Trade receivables 12,112 13,741 11,322 12,899
Cash and cash equivalents 8,001 5,046 5,174 1,885
Other bank balances 4,310 7,221 4,310 7,221
Loans 8 34 88 74
Other financial assets 246 196 100 149
Other current assets 5,143 4,492 4,392 4,120
Total current Assets 58,923 54,436 53,990 49,565
TOTAL ASSETS 126,613 115,295 122,270 111,045
EQUITY & LIABILITIES
EQUITY
Equity share capital 2.633 2.633 2.633 2.633
Other equity 88.112 78.789 84.833 75.700
Total equity attributable to equity holders of the company 90,745 81,422 87,466 78,333
Non-controlling interest - - - -
Total Equity 90,745 81,422 87,466 78,333
LIABILITIES
Non-current liabilities
Financial liabilities
Lease liabilities 491 88 478 88
Other financial liabilities 30 - - -
Other non-current liabilities 12 - - -
Provisions 5,836 4,031 5,574 3,881
Deferred tax liabilities (net) 1.275 1.499 1.368 1.551
Total non-current liabilities 7.644 5.618 7.420 5.520
Current liabilities
Financial liabilities
Lease liabilities 364 112 312 103
Trade payables 1,821 1,290 2,299 1,490
Other financial liabilities 7,466 5,212 6,735 4,670
Provisions 718 556 554 423
Current tax liabilities (net) 113 925 - 680
Other current liabilities 17,742 20,160 17,484 19,826
Total current liabilities 28,224 28,255 27,384 27,192
TOTAL EQUITY AND LIABILITIES 126,613 115,295 122,270 111,045

PART IV : STATEMENT OF CASH FLOWS (CONSOLIDATED)

Particulars For the year ended For the year ended
31 March 2026 31 March 2025
A. Cash flow from operating activities Audited Audited
Net profit before tax 14,988 21,905
Adjustment for:
Depreciation, amortisation and impairment expenses 1,649 1,481
Exchange (gain) / loss on translation of foreign currency accounts (net) (410) 30
Dividend received from non-current investment - (44)
Interest income on financial assets- carried at amortised cost (2,936) (2,514)
MTM (gain) on investments (2,713) (3,800)
Net (gain) / loss on sale of investments - (122)
(Profit) / Loss on sale of property, plant and equipment (net) (31) -
Unwinding of interest on security deposit 2 -
Interest expense on lease liability 64 32
Interest others 13 -
Bad debts and allowance / provision for doubtful trade receivables / advances / other current assets 5 (160)
Withholding tax charged off 497 467
Discounting of staff loan and security deposit (16) (25)
Operating profit before working capital changes 11,112 17,250
Adjustment for (increase) / decrease in operating assets
Trade receivables 1,818 3,331
Loans 33 42
Other assets (1,007) (12)
Adjustment for increase / (decrease) in operating liabilities
Trade payables 550 (356)
Provisions and other liabilities 2,633 (1,222)
Income taxes paid (net) 15,139 19,033
(3,393) (3,939)
Net cash from operating activities (A) 11,746 15,094
B. Cash flow from investing activities
Acquisition of property, plant and equipment and intangible assets under development (2,837) (1,522)
Proceeds from sale of property, plant and equipment 17 -
Cash outflow on acquisition of subsidiarv
Net (purchase)/sale of mutual funds, tax free bonds and preference shares 3,564 5,675
Bank deposits, FDR's (net) and other bank balances not considered as cash and cash equivalents (6,255) (6,523)
Interest received on fixed deposits, tax free bonds 248 248
Dividend received from investments - 44
Net cash (used in) investing activities (B) (5,263) (2,078)
C. Cash flow from financing activities
Principal repayment of lease liabilities (295) (280)
Interest paid on lease liabilities (64) (32)
Buyback of equity shares including tax thereon - (8,921)
Interim dividend / Final dividend paid (3,291) (3,347)
Net cash (used in) financing activities (C) (3,650) (12,580)
Net increase/ (decrease) in cash and cash equivalents (A+B+C) 2,833 436
Opening cash and cash equivalents 5,046 4,580
Exchange difference on translation of foreign currency bank accounts 122 30
Closing cash and cash equivalents 8,001 5,046

NUCLEUS SOFTWARE EXPORTS LIMITED

PART IV : STATEMENT OF CASH FLOWS (STANDALONE)

Particulars For the year ended
31 March 2026 31 March 2025
A. Cash flow from operating activities Audited Audited
Net profit before tax 14,953 21,578
Adjustment for:
Depreciation, amortisation and impairment expenses 1,547 1,384
Unrealised exchange (gain) / loss on translation of foreign currency accounts (net) (442) 36
Dividend received from non-current investment - (44)
Dividend received from subsidiary companies (903) (396)
Interest income on financial assets- carried at amortised cost (2,934) (2,516)
Discounting of staff loan and security deposit (12) (21)
MTM (gain) on investments (2,684) (3,765)
Net (gain) / loss on sale of investments - (122)
(Profit) / Loss on sale of property, plant and equipment (net) (31) -
Interest expense on lease liability 58 28
Bad debts and allowance / provision for doubtful trade receivables / advances / other current assets (105) (200)
Provision for diminishing in value of investment 30 -
Withholding tax charged off 376 329
Operating profit before working capital changes 9,853 16,291
Adjustment for (increase) / decrease in operating assets
Trade receivables 1,414 3,179
Loans 103 43
Other assets (158) (532)
Adjustment for increase / (decrease) in operating liabilities
Trade payables 816 (342)
Provisions and other liabilities 2,097 (963)
Income taxes paid (net) 14,125 17,676
(3,965) (3,808)
Net cash from operating activities (A) 10,160 13,868
B. Cash flow from investing activities
Acquisition of property, plant and equipment and intangible assets under development (2,819) (1,506)
Proceeds from sale of property, plant and equipment 39 -
Net (purchase)/sale of mutual funds, tax free bonds and preference shares 4,447 6,020
Bank deposits, FDR's (net) and other bank balances not considered as cash and cash equivalents (6,258) (6,523)
Interest received on fixed deposits, tax free bonds 248 248
Dividend received from investments - 44
Dividend from subsidiary company 903 396
Net cash (used in) investing activities (B) (3,440) (1,321)
C. Cash flow from financing activities
Principal repayment of lease liabilities (244) (228)
Interest paid on lease liabilities (58) (28)
Buyback of equity shares including tax thereon - (8,921)
Interim dividend / Final dividend paid (3,291) (3,347)
Net cash used in financing activities (C) (3,593) (12,524)
Net increase/ (decrease) in cash and cash equivalents (A+B+C) 3,127 23
Opening cash and cash equivalents 1,885 1,829
Exchange difference on translation of foreign currency bank accounts 162 33
Closing cash and cash equivalents 5,174 1,885

NOTES:

  1. The consolidated and the standalone financial results for the quarter and year ended 31 March 2026 were reviewed by the Audit Committee and have been approved and taken on record by the Board of Directors at its meeting held on 21 May 2026. The statutory auditors have issued unmodified audit report on these results.

  2. Financial results for the all the periods presented have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.

The figures of last quarter ending 31 March 2026 are the balancing figures between audited figures in respect of the full financial year and the published year-to-date figures up to the third quarter ending 31 December 2025.

  1. On November 21, 2025, the Government of India notified provisions of the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020, ('Labour Codes') which consolidate twenty-nine existing labour laws into a unified framework governing employee benefits during employment and post-employment. The Labour Codes, amongst other things introduces changes, including a uniform definition of wages and enhanced benefits relating to leave.

The Company has assessed the financial implications of these changes which has resulted in increase in gratuity liability arising out of past service cost by Rs. 1,590 Lakhs and increase in compensated absences liability by Rs. 605 Lakhs. Considering the impact arising out of an enactment of the new legislation is an event of non-recurring nature, the Company has presented this incremental amount as "Impact of New Labour Codes" under "Exceptional Item" in the Consolidated and Standalone Statement of Profit and Loss for the year ended March 31, 2026.

The Company continues to monitor the developments pertaining to Labour Codes and will evaluate impact if any on the measurement of liability pertaining to employee benefits.

  1. The Board of Directors on 21 May 2026 have recommended a payment of Final Dividend of Rs.12.50 per share (on equity share of par value of Rs.10 each) for the year ended 31 March 2026. The payment is subject to approval of shareholders at the ensuing AGM.

The Board of Directors on 16 May 2025 had recommended a payment of Final Dividend of Rs.12.50 per share (on equity share of par value of Rs.10 each) for the year ended 31 March 2025. The payment was approved by shareholders at the annual general meeting held on 28 July 2025. This dividend was paid on 31 July 2025.

  1. The Company in its Board meeting on 22 August 2024 has approved the buyback of 4,48,018 Equity Shares (maximum buy back shares) comprising of 1.67% of the total paid up equity capital of the Company at a price of Rs. 1,615/- per Equity Share ("Maximum Buyback Price") payable in cash for an aggregate amount not exceeding Rs. 72.35 Crore ("Maximum Buyback Offer Size"), excluding transaction costs and taxes. The Settlement of Buyback was done on 23 September 2024 and 4,48,018 Equity Shares bought back were extinguished on 30 September 2024.

  2. Nucleus Software Exports Limited has incorporated a wholly-owned subsidiary, Nucleus Software Vietnam Company Limited, in the Socialist Republic of Vietnam. As at 31 March 2026, the Company has not yet infused the committed share capital of USD 1,00,000 in Nucleus Software Vietnam Company Limited. This share capital was infused on 6th May 2026 within the stipulated regulatory timeline.

  3. Property, plant and equipment and intangible assets used in the Group's business cannot be specifically identified with any of the reportable segments, as these are used interchangeably between various segments.

By the order of the Board

For Nucleus Software Exports Limited

Vishnu Rampratap
Dusad

Digitally signed by Vishnu Rampratap Dusad
Date: 2026.03.21 14:43:21 +02'30'

VISHNU R DUSAD
Managing Director

Place : Noida
Date: 21 May 2026