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Nucleus Software Exports Ltd.

BSE: 531209 Sector: IT
BSE 00:00 | 18 Aug 411.35 0.40






NSE 00:00 | 18 Aug 412.50 1.90






OPEN 409.00
VOLUME 13721
52-Week high 623.00
52-Week low 355.10
P/E 22.38
Mkt Cap.(Rs cr) 1,101
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 409.00
CLOSE 410.95
VOLUME 13721
52-Week high 623.00
52-Week low 355.10
P/E 22.38
Mkt Cap.(Rs cr) 1,101
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nucleus Software Exports Ltd. (NUCLEUS) - Director Report

Company director report

Dear Members

We are pleased to present your Company's Thirty Third Annual Report together with theAudited Statement of Accounts for the year ended March 31 2022.


The Company has adopted the Indian Accounting Standards (Ind-AS) with effect from April1 2017 (transition date being April 1 2016) pursuant to the notification issued by theMinistry of Corporate Affairs dated February 16 2015 regarding the Companies (IndianAccounting Standards) Rules 2015.

The consolidated financial statements have been prepared in accordance with theCompanies (Indian Accounting Standards) Rules 2015 notified under section 133 of the Actand other relevant provisions of the Act. The accounting policies have been consistentlyapplied except where a newly issued accounting standard if initially adopted or arevision to an existing accounting standard requires a change in the accounting policyhitherto in use. The Management takes into cognisance all new as well as revisedaccounting standards on an ongoing basis.

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

a) Consolidated Operations

Revenue from consolidated operations for the year was Rs 497.19 crore as compared toRs 513.53 crore in the previous year a nominal decrease of 3% despite worldwidedisruptions caused by COVID. The Company continued its focus on strategic initiatives fornew products focused sales and the market development to help drive transformation. Theoverall Operational Expense for the year was Rs 460.97 crore against Rs 385.41 crore inthe previous year. The Operating Profit (EBITDA) was significantly lower at Rs 36.22crore 7% of revenue against Rs 128.12 crore 25% of revenue in the previous year. Profitafter Tax for the year was at Rs 40.91 crore 8% of revenue against Rs 117.95 crore 23%of revenue in the previous year.

Consolidated financial results are as below:

(Rs In crore)

For the Year Ended March 31 2022 % of Revenue 2021 % of Revenue Growth (%)
Revenue From Operations 497.19 100.00 513.53 100.00 (3.18)
a) Employee benefit expense 394.09 79.26 330.55 64.37 19.22
b) Operating and other expenses 66.07 13.29 53.64 10.45 23.17
c) Finance costs (Bank charges) 0.81 0.16 1.22 0.24 (33.20)
Total Expenses 460.97 92.71 385.41 75.05 19.60
Operating Profit (EBITDA) 36.22 7.29 128.12 24.95 (71.73)
Depreciation 15.38 3.09 13.87 2.70 10.90
Operating Profit after Interest and Depreciation 20.84 4.19 114.25 22.25 (81.75)
Other Income 34.66 6.97 39.56 7.70 (12.38)
Profit Before Tax 55.50 11.16 153.81 29.95 (63.91)
Taxation 14.59 2.94 35.86 6.98 (59.30)
Profit After Tax 40.91 8.23 117.95 22.97 (65.32)
Other Comprehensive Income (10.79) (2.17) 1.90 0.37 (667.92)
Total Comprehensive Income for the year 30.12 6.06 119.85 23.34 (74.87)

b) Standalone Operations

Revenue from the standalone operations for the year was Rs 448.06 crore against Rs454.36 crore in the previous year a decrease of 1.39%. Total Operational Expense for theyear was Rs 412.04 crore against Rs 333.04 crore in the previous year an increase of23.72%. Operating Profit (EBITDA) for the year was at Rs 36.02 crore 8% of revenueagainst Rs 121.32 crore 26% of revenue in the previous year. Profit after Tax for theyear was at Rs 42.10 crore 9% of revenue against Rs 112.04 crore 25% of revenue in theprevious year.

Standalone financial results are as below:

(Rs In crore)

For the Year Ended March 31 2022 % of Revenue 2021 % of Revenue Growth %
Revenue from Operations 448.06 100.00 454.36 100.00 (1.39)
a) Employee benefit expense 335.88 74.96 277.47 61.07 21.05
b) Operating and other expenses 75.77 16.91 54.80 12.06 38.26
c) Finance costs (Bank Charges) 0.39 0.09 0.77 0.17 (49.44)
Total Expenses 412.04 91.96 333.04 73.30 23.72
Operating Profit (EBITDA) 36.02 8.04 121.32 26.70 (70.31)
Depreciation 13.23 2.95 11.43 2.52 15.73
Operating Profit after Interest and Depreciation 22.79 5.09 109.89 24.18 (79.26)
Other Income 34.07 7.60 36.63 8.06 (6.98)
Profit Before Tax 56.86 12.69 146.52 32.25 (61.19)
Taxation 14.76 3.29 34.48 7.59 (57.18)
Profit After Tax 42.10 9.40 112.04 24.66 (62.42)
Other Comprehensive Income (11.18) (2.50) 1.75 0.39 (738.86)
Total Comprehensive Income for the year 30.92 6.90 113.79 25.04 (72.83)

A detailed analysis on the Company's performance both consolidated and standalone isincluded in "Management's Discussion and Analysis" Report which forms part ofthe Annual Report.

2. COVID-19 and Your Company

The COVID-19 pandemic continued to be a global challenge creating disruption acrossthe world. The unexpected second wave hit India in April 2021. Significant number ofNucleites were also adversely affected in the second wave including demise of some of ouryoung colleagues despite significant efforts to save them. Your Company had set up aCOVID-19 Task Force in February 2020. The goal of the Task Force was to "EnsureSafety of Nucleites and Ensure 100% Business Continuity".

The team continued to work tirelessly through 2021-22 as well to meet its goals.

This Task Force has spread awareness about the early detection early action andextensive tracking for the safety of Nucleites and their families. The other initiativestaken are :

- A COVID Resource Center was set up that was a ready reckoner knowledge center. TheCOVID Resource Center has a list of doctors Do's and Don'ts Training videos Earlydetection and monitoring guidelines Work from home guidelines Presentations and amonitoring tracker.

- The Task Force worked with several doctors extensively to get the necessary guidancefor the creation of training material on the prevention and management of the disease. Wewould like to extend our thanks and gratitude to the medical fraternity and health careworkers.

- At the peak of the wave as the Task Force needed more help several small teams fromdifferent business verticals came forward to provide help.

- The Task Force teams worked for Nucleites and their family members to provide helparrange medicines emergency facilities that were in dire shortage and other issues whichneeded immediate attention.

- An additional COVID insurance scheme was also put in place to ascertain the coverageof our employees who opted for it.

- Your Company also launched a free vaccination drive to ensure the safety andwell-being of the associates and their families.

To keep up the true Nucleus spirit Nucleus Day (Nuc-Day) Diwali and othercelebrations were conducted virtually with Nucleites from all locations participatingenthusiastically. Contests were organized for Nucleites and their families to ensure theirengagement. The social and economic challenges posed by COVID-19 have strengthened ourresolve to safeguard our employees and their families.


In order to augment resources your Directors do not propose to transfer any amount toreserves. Appropriation to retained earnings for the financial year ended March 31 2022as per financial statements are as under:

(Rs In crore)

Particulars 2022 2021
Opening balance 600.78 498.92
Add: Profit for the year 42.11 112.04
Less : Appropriations
Interim dividend / Final dividend paid (17.42) (8.71)
Buyback of Equity shares 2021 (151.11) -
Transaction tax on Buyback of Equity shares 2021 (32.40) -
Remeasurement of the defined benefit plans net (8.27) (1.47)
Closing balance 433.67 600.78


Issued and Paid-up Share Capital

During the year the Company extinguished 2267400 equity shares in January 2022consequent to Buyback of shares. Consequently the Paid-Up Share Capital of the Companyas on March 31 2022 is 26773324 equity shares of Rs 10 each as compared to 29040724equity shares of Rs 10 each as on March 31 2021.

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. NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). Of the entire paid-up shares 26720482 shares (99.80%) are in dematerializedform as of March 31 2022. The International Securities Identification Number (ISIN)allotted to the Company's shares is INE096B01018.


Your Company is listed at National Stock Exchange of India Ltd. and BSE Ltd.

Stock Exchange where Nucleus shares are listed Scrip Symbol /Code
National Stock Exchange of India Ltd. (NSE) w.e.f. December 19 2002 NUCLEUS
BSE Ltd. (BSE) w.e.f. November 6 1995 531209


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

a. Use cash to provide sufficient working capital to manage business operations of theCompany 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 capturingmeaningful business opportunities including acquisitions.

c. Invest surplus funds in low-risk bank deposits debt/ Arbitrage schemes of mutualfunds preference shares and tax-free bonds of Public Sector Enterprises.

Cash and cash equivalents along with other bank balances including current investmentsat a consolidated level of Rs 341.94 crore constitute 69% of the shareholders' funds atthe year end against Rs 502.82 crore 75% of the shareholders' funds at the close of theprevious year.


The Board of Directors at their meeting held on May 172022 has recommended a FinalDividend for its shareholders. The Proposed Dividend is 70% (Rs 7 per equity share of Rs10 each) for FY 2021-22. The Proposed Final Dividend is subject to the approval ofshareholders at the forthcoming Annual General Meeting. If approved the dividend pay-outfor FY 2021-22 will be Rs 18.74 crore.

The Register of Members and Share Transfer Books of the Company will be closed on July2 2022 to July 8 2022 (both days inclusive) for annual closing and determining theentitlement of the shareholders to the final dividend for FY 2021-22 if approved by themembers at the forthcoming Annual General Meeting.


The Board of Directors at their meeting held on September 24 2021 approved subjectto the approval of regulatory authorities shareholders Companies Act 2013 theSecurities and Exchange Board of India (Buyback of Securities) Regulations 2018 asamended (the "Buyback Regulations") and such applicable acts or rules includingamendments if any a Buyback of up to an aggregate amount not exceeding Rs 158.72 crore(representing 24.90% of the paid-up share capital and free reserves as on March 31 2021)("Maximum Offer Size") at a price not exceeding Rs 700/- per equity share("Maximum Buyback Price") from the existing equity shareholders of the Company.

The Company bought back 2267400 equity shares aggregating to 7.81% of the paid-upequity through the Tender Offer route at a price of Rs 700 per equity share for anaggregate consideration of Rs 158.72 crore.

The Buyback size was 24.90% of the aggregate Paid-up equity share capital and FreeReserves of the Company as per the audited standalone accounts for the financial yearended March 31 2021. The Buyback process was completed and the shares were extinguishedon January 27 2022. Further details/ documents relating to the Buyback are available onour website at


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 unclaimeddividends are required to be transferred by the Company to the IEPF established by theCentral Government after completion of seven years. Further according to the Rules theshares in respect of which dividend has not been paid or claimed by the members for sevenconsecutive years or more shall also be transferred to the Demat account created by IEPFAuthority. Accordingly the Company has transferred all unclaimed or unpaid dividends andshares to IEPF as per applicable regulations.


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


The Company policy for determining 'Material Subsidiaries' and on 'Related PartyTransactions' as approved by the Board can be accessed on the Company website link:

Particulars of contracts or arrangements with related parties in the prescribed FormAOC-2 are provided as Annexure B to this Directors' Report.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are provided in the notes to the Financial Statements.


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


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


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


The landscape of banking is fast evolving and with the COVID pandemic the pace of thisevolution has got accelerated. Adopting agile and right technologies at a quick pace hasbecome the cornerstone for financial institutions (FIs) to meet demands of the increasingnumber of digitally savvy customers. Senior citizens who used to insist on thenon-digital banking methods a few years ago are comfortable today with e-shopping and arebetter poised to make the progress to digital banking. FIs are facing challenges from newage companies that are blurring the space between finance and technology. Over the pastyear your Company has helped more and more FIs meet their growing digitisation needs byproviding products and services that are tailor-made to suit the new environment.

Your Company continues its journey to be a preferred partner for FIs worldwide byempowering them with innovative services pioneering products and above all digitalsolutions that match their business needs. During the last fiscal year your Company hasgrown across geographies driven by our market leading value proposition that is resonatingwith financial institutions across the globe. With more of our customers embarking on adigital journey your Company is confident in its ability to deliver value to all itscustomers.

Nucleus Software - Worldwide Presence

In addition to new orders many of our customers choose to upgrade our installedproducts to our latest GA versions. This strengthens our product philosophy to serve ourcustomers with latest technology and functional capabilities with each release. The nextdecade will continue to witness growth in technology spend; primarily driven by the riseof technology natives and digital reinventors new tech-enabled business models likeecosystems direct-to-stakeholder channels and a rise in demand for Digital 2.0. YourCompany with its talent focussed on innovation is aptly poised to seize opportunitiesthat come up in the near future.


During the year your Company continued to enhance the solutions to take advantage ofmarket trends most significant being the increasing digitization of financial services.We have leveraged digital capabilities like Virtual Assistants messaging applicationsaugmented channel-based acquisition capability and Geo tracking to offer end to enddigitization of the Loan lifecycle.

As part of our 6-monthly plan your Company released FinnOne Neo 6.0 in July 2021 andFinnOne Neo 6.5 in January 2022. These releases now also support Bill Discounting CashCredit Business Term Loan and Letter of Credit/Bank Guarantee.

Your Company also launched Payout Management System specialized in calculating payoutof commission and incentive for collection agents.

As a part of the ongoing development program this year your Company has launched thelatest version of our Transaction Banking solution FinnAxia 8.5 which enabled corporateto make informed decisions on their cash positions and banks to seamlessly provideintegrated one stop secured solution to their corporate.

Supporting the increasing need for real-time operations FinnAxia 8.5 enabled cashforecasting capabilities for banks' corporate clients and provides enriched MIS. Globalpayments solution enabled bank to leverage API to serve corporate with single stopsolution platform comply with central bank regulations on LEI (legal entity identifier)to regulate high value payments. Global receivables solution enabled bank to helpcorporate collect FCY inward payments comply with NPCI DDI PGP encryption guidelines. Thecentralized control using virtual accounts enriched with faster reconciliation andprovides an enhanced view of cash positions hence eliminating trapped liquidity.

Dockerization capability of this launch provides capability to deploy FinnAxiaapplication using Docker images. It will enable FinnAxia to be at par with technologicaladvancement in application deployment.

PaySe™ our digital transformation solution is the first product in India thathas successfully completed the RBI Sandbox testing on retail payments. During the yearPaySe™ signed an agreement with Manipur State Rural Livelihood Mission (MSRLM) todigitize the entire SHG (Self Help Group) ecosystem. The SHG members groups villageorganizations and cluster level federations will be able to do micro-savings repaymentsand other transactions digitally using PaySe. This eventually saves a lot of time and costfor these people who earlier used to travel all the way to the bank located far away inorder to do a basic financial transaction.


• Annual Report for the Year Ended March 31 2021 won the Platinum Award forExcellence within the Technology- Software industry and Technical Achievement Award fromLeague of American Communication Professionals ( LACP). The Annual Report was also ranked35th amongst the World's Top 100 Annual Reports within the Technology- Softwareindustry by LACP.


Your Company has seven subsidiaries across the globe. There are no associate companiesor 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 2022:

Name of Subsidiary Location Date of Incorporation/ Acquisition Percentage of Shareholding
Nucleus Software Solutions Pte. Ltd. Singapore February 25 1994 100%
Nucleus Software Inc. USA August 5 1997 100%
Nucleus Software Japan Kabushiki Kaisha Japan November 2 2001 100%
Nucleus Software Netherlands B.V. Netherlands February 3 2006 100%
Nucleus Software Ltd. India April 21 2008 100%
Nucleus Software Australia Pty. Ltd. Australia February 3 2014 100%
Nucleus Software South Africa Pty. Ltd. South Africa February 10 2015 100%

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. Thesesubsidiaries help the Company in providing front end support to customers and explore newopportunities.

A statement containing the salient features of the financial statement of oursubsidiaries 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 eachof the subsidiaries.

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

a) Nucleus Software Solutions Pte. Ltd.

Nucleus Software Solutions Pte. Ltd. (NSS) is based in Singapore. It was incorporatedin 1994 to expand the Company's business in Southeast Asia. Currently it is the centralentity for Asia-Pacific excluding Japan and Australia with responsibility for businessdevelopment 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 1997for providing business presence in the Americas. NSI operates as a business developmentand sales hub for the region.

c) Nucleus Software Japan Kabushiki Kaisha

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

d) Nucleus Software Netherlands BV

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

e) Nucleus Software Ltd.

Nucleus Software Ltd. (NSL) has operations in Jaipur with registered office in NewDelhi. It was incorporated in 2008 for facilitating delivery to larger clients throughoperations in a Special Economic Zone. NSL acquired 17.41 acre of land in the MahindraWorld 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 wasincorporated in 2014 for tapping the growing business opportunities in ANZ region. NSAoperates as a business development and sales hub for the region. Additionally thesubsidiary 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 SouthAfrican region. NSSA operates as a business development and sales hub for the region.


Your Company along with its subsidiaries has offices at several locations across theglobe. The office space and seating capacity of these offices as on March 31 2022 isdetailed below:

Office Location Area in sq. ft. Seating Capacity
No. of Persons
India Noida 208122 1677
Jaipur 22312 250
Pune 9573 114
Chennai 12286 134
New Delhi 4200 40
Mumbai 3250 31
Overseas Singapore 4807 61
Dubai UAE 1290 17
Tokyo Japan 735 15
Manila Philippines 102 3
Jakarta Indonesia 97 3
London UK 39 1
Sydney Australia 130 2
New Jersey USA 146 4
Total 267089 2352

Noida New Delhi and Jaipur premises are owned by the Company and its subsidiaries.


Your Company is committed to ensure the highest level of quality for its products andservices. Nucleus Quality Management System (NQMS) continues to enable outstanding valueand experience to its external and internal customers. One of the key focus for this yearwas to improve delivery quality through various analytical dashboards process improvementinitiatives and enabling business groups plan and perform causal analysis along withpreventive and corrective actions.

Quality Processes and Frameworks were further aligned and institutionalised as per thePMBoK Knowledge Areas.

Transformation program for Project Management Development across organization isinitiated along with global market leader with broader yet focused approach.

A dedicated Quality Assurance team handles the process change managementimplementation and its adherence across the organization. This team monitors quality andproductivity improvements through regular facilitations trainings audits and reviews.


In FY 2021-22 your Company continued to grow and build its brand and presence throughmultiple marketing channels. We achieved brand visibility through thought leadership andproduct hegemony messages across various industry platforms. Your Company initiated andexecuted interactions with worldwide media like television print wires online portalsand exclusively sourced media opportunities in various geographies including Australia andour home country- India. Our product brands are well recognized as high-quality offeringswith exceptional customer service. We are getting high quality leads from our targetsegments across the globe. This year the focus and effort continue.

Industry Interactions

Communicating business benefits that our solutions offer and decades of industry focusis vitally important. Keeping this in mind during the year our teams demonstrated ourexpertise and product offerings at key industry events roundtables and briefings. Weshowcased our USPs and capabilities virtually as well as physically in many parts of theworld including UK India South-East Asia and the United Sates.

Some of the key industry connects of your Company during the year are furnished below:

• Was the Platinum Sponsor to BFSI and FinTech Summit 2022 hosted by Dun &Bradstreet. This event brought together delegates at CXO levels from BFSI industry seniorofficials from government ministries and policy makers.

• Presented topics like innovation in lending data delivery architecture forBFSI regulatory landscape and role of RegTech accelerating digital lending with data& automation at the "Fintech Festival Event of India" that was conducted inmultiple cities across India. This event presented opportunities for global investors andglobal FinTech fraternity to venture into the Indian market. At this event we establishedour thought leadership & innovation principles.

• Participated in "FinTech Talents Lending 3.0" held in London UK. Theevent hosted multiple talks related to future trends in lending and we observed that ourview of future trends was aligned with all topics that were discussed among the industryexperts.

• Participated in "Women in AI". This event recognizes the contributionof women in our industry. It provides wide range of opportunities to reach and supporttech-savvy women and make a positive impact in India and globally.

• Participated in the "IBS Intelligence Payment and Lending Conference".It comprised of diverse topics like digitization real-time payment services cross-borderlending unconventional models on AI & big data analytic and emergence of BNPL model.

• Presented at the "DnB Virtual Boardroom Session" on the topic -Leverage Technology to Fuel Productivity. This webinar had CTOs CIOs & IT heads asparticipants.

• Presented at the webinar co-hosted with our partner Denodo on the topic of"Redefining Banking Digital Transformation with Data Virtualization". We sharedour thoughts on how BFSI sector can reap benefits such as achieving digitaltransformation managed risks & costs creating tangible business value througheffective data virtualization approach.

• Participated in "DnB Virtual Round Table" to discuss the best datapractices that drive business decisions.

Though virtual and physical events are an important approach to help showcase how wehelp banks and financial institutions these are not the only way we communicate ourcapabilities. We also share our expertise via blogs whitepapers and articles in leadingpublications worldwide. In addition we also regularly interact with industry analysts andconsultants to help us stay ahead of the curve.

None of the above would have been achieved without the Nucleite family's unendingsupport and we look forward to surging ahead together.


In the ever-dynamic IT industry we are certainly witnessing a much higher rate ofchange - both in terms of technological advancements as well as in people's needs. Thepandemic has reshaped the way we work. Being an employee-centric organization flexiblework models have been extended to our people keeping in view the business needs andemployee preferences.

The industry has been in the middle of the great resignation wave and your Company wasnot an exception. However we made many advancements to make both customers and employeessecure and satisfied. To continue providing the best of services to our customers westrengthened our workforce by on-boarding over 500 people. Specific focus was set oncampus hiring through our NSBT (Nucleus School of Banking Technology) unit to invigoratethe workplace with high energy and fresh perspectives. Launched in 2010 NSBT continues tofocus on providing world-class training with offerings targeted at developingprofessionals in the area of Banking Technology. Talent is handpicked through a rigorousselection process targeting tier 2/3 cities as well as some top institutes to create adiverse workforce. Since its inception more than 2500 young minds have seamlesslyblended into the Nucleus culture and have been nurtured to perform at their best. Theglobal permanent employees of the Company at the end of FY 2022 was 1508.

Learning and Development.

"Lifelong learning" has been the mantra of your Company that gives us thestrength to adapt to rapid changes. Your Company encourages people to focus on theirdevelopment enhance their skills and take charge of their growth by continued learning.Your Company offers a comprehensive package of learning and development opportunities likeprograms in technology processes functional domain our products and leadershiptraining. Additionally programs from premier institutes in India as well as those ofinternational repute can be chosen.

Our online learning platform iLearn powered by Skillsoft was enriched with 10000+courses to help people hone their business skills technology and leadership skills. Itencourages people to make progress through "Career Aspire" journeys and keyindustry certifications. The leadership courses in this platform are curated by MIT SloanManagement Review. This platform provides various topics ranging from LeadingOrganizational Vision and Leading a culture of execution to think strategically. Inaddition a leadership assessment and development program was initiated last year. Theassessment design is based on Nucleus Values and Competency Framework.

Focus on leadership development for young leaders and midlevel managers continuedthrough our flagship programs - LEAD (Leadership Engagement Action & Development) andYLP (Young Leaders Program). These programs have contributed immensely towards buildingthe organizational culture individual effectiveness and leadership competencies.

For strengthening the 3 P's: Project Program and Portfolio Management capabilitiesyour Company launched a program for our leaders in association with QAI Global whichcomes with 35 years of Thought Leadership in these areas globally.

Your Company is proud of its performance-based culture driven by focused goal settingclear job description and career development opportunities for all. As we move ahead theHR roadmap will also focus on refining the goal setting process aligned to the OKR modelof setting objectives and key results.


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

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

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

Your Company is complying with all mandatory requirements of Corporate Governance asstipulated as per Securities and Exchange Board of India (Listing Obligations andDisclosure) Regulations 2015. The compliance status is provided in the CorporateGovernance section of the Annual Report. A certificate issued by the Statutory Auditors ofthe Company under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure) Regulations 2015 confirming compliance of the conditions ofCorporate Governance is provided as Annexure C to this Directors' Report. The auditors'certificate for fiscal year 2022 does not contain any qualifications reservations oradverse remark.


Mr. S. M. Acharya Mr. Prithvi Haldea Prof. Trilochan Sastry Mrs. Elaine Mathias andMrs. Yasmin Javeri Krishan are Independent Directors as per the Companies Act 2013 notliable to retire by rotation to hold office for five consecutive years. They havesubmitted a declaration that each of them meets the criteria of independence as providedin Section 149(6) of the Act and there has been no change in the circumstances which mayaffect their status as Independent Director during the year.

Mr. Prithvi Haldea and Prof. Trilochan Sastry were reappointed as Independent Directorsw.e.f. July 26 2019 for a term of 5 years which will expire July 25 2024.

Mrs. Elaine Mathias was reappointed as an Independent Director w.e.f. September 202019 for a term of 5 years which will expire September 19 2024.

Mrs. Yasmin Javeri Krishan was appointed as Independent Director w.e.f. July 30 2020for a period of 5 years. Her present term expires on July 29 2025.

Mr. S. M. Acharya was reappointed as Independent Director of the Company w.e.f March19 2021 for a term of 5 years which will expire March 18 2026.

Mr. Ravi Pratap Singh was reappointed as Whole Time Director w.e.f. July 26 2019 fora period of 5 years. His present term expires on July 25 2024.

Mr. Parag Bhise was appointed as Whole Time Director w.e.f July 31 2020 for a periodof 5 years. His present term expires on July 30 2025.

Dr. Ritika Dusad was appointed as Whole Time Director w.e.f. August 7 2020 for aperiod of 5 years. Her present term will expire on August 6 2025

Mr. Anurag Mantri was appointed as Whole Time Director w.e.f December 19 2020 for aperiod of 5 years. His present term expires on December 18 2025.

Mr. Vishnu R. Dusad was reappointed as Managing Director w.e.f. January 1 2022 for aperiod of 5 years. His present term expires on December 31 2026.

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

Pursuant to provisions of Section 203 of the Companies Act 2013 Mr. Vishnu R. DusadManaging Director Mr. Parag Bhise CEO Mr. Anurag Mantri Chief Financial Officer andMs. Poonam Bhasin Company Secretary are the Key Managerial Personnel of the Company as ondate of the report.

In accordance with the provisions of Companies Act 2013 and the Article of Associationof the Company Mr. Anurag Mantri Executive Director and Dr. Ritika Dusad ExecutiveDirector whose office are liable to retire shall retire at the ensuing AGM and beingeligible these Directors seek reappointment. Based on performance evaluation and therecommendation of the Nomination and Remuneration/ Compensation committee the Board hasrecommended their reappointment.


The Board of Directors carried out an annual evaluation of its own performance andperformance of the Chairman Board committees and individual directors pursuant to theprovisions of the Companies Act 2013 and the Corporate Governance requirements underRegulation 25 (4) of Securities and Exchange Board of India (Listing Obligations andDisclosure) Regulations 2015.

The Board along with the Nomination and Remuneration/ Compensation Committeedeveloped and adopted the criteria and framework for the evaluation of each of theDirectors and of the Board and its Committees.

The evaluation was then conducted as per the approved process (explained in detail inthe Report on Corporate Governance of the Annual report.)

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017. The Chairman of the Committee also had interactions with each of theDirectors and sought their feed-back and suggestions on the overall Board Effectivenessand Directors performance.

In addition pursuant to the provisions of Schedule IV to the Companies Act 2013 theIndependent Directors reviewed the performance of the Non-Independent Directors and of theBoard as a whole performance of the Chairman of the Board taking into account the viewsof all the Directors and the quality quantity and timeliness of flow of informationbetween the Company management and the Board and its sufficiency for the Board toeffectively perform its duties.

The Chairman placed the Evaluation Summary before the committee members. The same wasdiscussed in detail and the members recorded their satisfaction.


The primary responsibility of the Nomination and Remuneration/ Compensation Committee(NRC) is to identify and nominate suitable candidates for Board membership. The Committeealso formulate policies relating to the remuneration of Directors Key ManagerialPersonnel and other senior employees of the Company.

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

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

• Formulating criteria for determining qualifications positive attributes andIndependence of a Director

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

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

The policy of the Company for "Policy for Constitution of Board" is providedas Annexure D and "Policy of Remuneration for Directors Key Managerial Personnel andother Employees" is provided as Annexure E to this Directors' Report. These Policiesare also available on the Company website link:


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


The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters can beaccessed on the Company website link: http://www.


The Board met 12 times during the year. The details are provided in the Report onCorporate Governance a part of the Annual Report.


During the year the Board of Directors of the Company has formed a Risk ManagementCommittee. to frame implement and monitor the risk management plan for the Company. TheCommittee is responsible for monitoring and reviewing the risk management plan andensuring its effectiveness

There are seven Committees of the Board as on March 31 2022 as follows:

• Audit Committee

• Nomination and Remuneration/Compensation Committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility Committee

• Culture Committee

• Risk Management Committee

• Buy Back Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance a part of the AnnualReport.

The Composition of Board Committees as on March 31 2022 is as follows:

Audit Committee Nomination & Remuneration / Compensation Committee Stakeholder Relationship Committee Corporate Social Responsibility Committee Risk Management Committee Culture Committee Buy Back Committee
Mr. S. M. Acharya ? ? ? ? ?
Mr. Vishnu R Dusad ? ? ? ?
Mr. Prithvi Haldea ? ? ? ?
Mrs. Elaine Mathias ? ? ?
Prof. Trilochan Sastry ? ? ?
Mrs. Yasmin Javeri Krishan ? ? ?
Mr. R P Singh ? ? ?
Dr. Ritika Dusad ? ?
Mr. Parag Bhise ? ? ? ?
Mr. Anurag Mantri ? ?


The Company has a well-established whistle blower policy as part of vigil mechanism forobserving the conduct of Directors and employees and report concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of conduct orethics policy. This mechanism also provides for adequate safeguards against victimizationof Director(s)/ employee(s) who avail of the mechanism and also provides for direct accessto the Chairman of the Audit Committee in exceptional cases.


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


During the year under review neither the Statutory Auditors nor the SecretarialAuditors has reported to the Audit Committee under Sec 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employees.


The Company has developed and implemented a 'Risk Management Policy' that includesidentification of elements of risk which in the opinion of the Board may threaten theexistence of the Company. Risk Management Report forms a part of the Annual Report.


Detailed information to the shareholders is provided in the Shareholders' Referencer apart of the Annual Report.

37. AUDITORS Statutory Auditors

M/s BSR & Associates LLP Chartered Accountants were appointed as the StatutoryAuditors of the Company from the conclusion of the Annual General Meeting (AGM) of theCompany held on July 8 2016 until the conclusion of Annual General Meeting of theCompany held in Calendar year 2021.

The Board of Directors at their meeting held on June 3 2021 at the recommendation ofAudit Committee members approved re-appointment of M/s BSR & Associates LLPChartered Accountants as statutory auditors of the Company for a further term of one year.This term was subsequently amended for a period of 5 years by shareholders' resolutionapproved vide Postal Ballot on January 13 2022.

As per Company Policy for Rotation of Statutory Auditors the auditors shall have amaximum tenure of 6 years. Based on Company's Policy for Rotation of Auditors M/s BSR& Associates LLP chartered accountants vide their letter dated 12 May 2022 tenderedtheir resignation as Statutory Auditors of the Company with effect from conclusion of theBoard meeting on May 17 2022 wherein the results for the quarter and financialstatements for year ended 31 March 2022 were approved.

The Board of Directors on the recommendation of Audit Committee at its meeting held onMay 17 2022 has recommended the appointment of M/s ASA & Associates LLP (FirmRegistration Number - 009571N/N500006) as the Statutory Auditors of the Company in placeof M/s BSR & Associates LLP. The Board has recommended this appointment for theapproval of shareholders at the ensuing Annual General Meeting. The said appointment ispursuant to applicable provisions of the Companies Act 2013 and the SEBI ListingRegulations 2015. M/s ASA & Associates LLP Chartered Accountants (Registration no.009571N/N500006) vide their consent letter dated May 14 2022 have confirmed theireligibility for appointment.

Secretarial Auditor

As per the Companies Act 2013 Secretarial Audit by a practicing Company Secretary hasbecome mandatory for prescribed companies and they are required to annex the SecretarialAudit 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 appointedM/s PI and Associates Practising Company Secretaries to undertake the Secretarial Auditof the Company. Secretarial Audit Report in the prescribed Form MR 3 is provided asAnnexure F to this Directors' Report. The Secretarial Auditors' Report does not containany qualification reservation or adverse remark.

The Company voluntarily adheres to the various Secretarial Standards issued by theInstitute of Company Secretaries of India.


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

M/s BSR & Associates LLP the statutory auditors of the Company has audited thefinancial statements included in the annual report and has issued an attestation report onour internal control over financial reporting (as defined in Section 143 of Companies Act2013).


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

In accordance with requirements of The Companies Act 2013 the Company has a CorporateSocial Responsibility Committee comprising of a majority of Independent Directors andchaired by an Independent Director Mrs. Yasmin Javeri Krishan Prof. Trilochan SastryMr. 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:

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

This year your Company's CSR arm continued with the strategy followed during last year.Online methodologies of teaching started last year formed the mainstay during difficulttimes and later direct forms of teaching was utilised when it became possible to reach outto them.

The main focus remained Education i.e. prevention of learning loss in early childhoodeducation. The second wave of COVID was the worst part of this pandemic and lead toimmense trauma to families and especially young students. Since our partners hadpermissions to reach out to families they visited families and kept a check on childrenand assisted them in keeping a basic touch with education by motivating and mentoringthem our online quizzes and workbooks helped them in keeping some educational activitiesalive even in very difficult times.

NSF took initiatives to teach in village areas of Barola Sadarpur and Navada (NoidaUttar Pradesh). NSF facilitators searched for children who had no support to continuetheir education and taught them at their homes and at convenient open areas. In thismanner the team was able to prevent learning losses of around 760 students.

NSF continued the support to an NGO school "Samriddhi" managed by Sandeeponmusic and educational trust (located in Ghaziabad Uttar Pradesh). They continued onlinesupport to their students through online means during days when center-based teaching wasnot allowed and they later started calling children at staggered timings and startedassisting them through strategic handholding online teaching and homework assignmentswhich was checked at the center.

At Dehradun the NSF implementing partner remained active even during the worst days ofpandemics and assisted people with basic medical awareness and government helps. Theyreached out to children during times when center-based studies were not allowed and gavethem homework and helped them use our online resources.

When operations at centres were allowed NSF team started reaching out to thesechildren formally and continued the educational program in a more rigorous manner. Thesupport to a group of students from the same catchment area was continued by NSF for theirpolytechnic studies. This year most of their studies was online so the team kept themmotivated and pushed them to go an extra mile to keep gaining the needed skills.

At Chennai NSF partner continued with their women empowerment program of training fortailoring and embroidery. The team trained around 100 plus women in these courses andmoved them towards a path of financial independence. This program has a lot of engagementwith employees of Nucleus Chennai office. NSF also assisted 23 families of a tribalvillage by giving them boats and nets which enabled them to do fishing and move on to apath of long-term financial independence.

NSF continued the support to the college students whom it had started supporting fortheir college studies at Chennai. The team also assisted in the running of 4 learningcentres at 4 different villages in Chennai suburbs to prevent learning losses of youngstudents.

The remedial program of Maths and English was launched for a large number of Adivasichildren at Madhya Pradesh through NSF partner organisation "Parivaar." Theywere on an expansion spree to reach out to the most marginalised children of the stateand we partnered them to increase their educational quality and take our program to thesechildren. NSF trainers trained the Kutir (Learning Center) teachers and theircoordinators through on ground trainings and online trainings. NSF distributed 660 Kitsof Maths teaching aids and 280 kits of English Teaching aids to assist in their studies.The team was able to reach out to around 30000 students of these 13500 were withinmeasurable focus.

Towards the last point of the year NSF team took the educational quality improvementprogram to a group of affordable school at Bhilai. The team trained 56 teachers from 25schools there.

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


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 toeligible employees on exercise of options through Nucleus Software Employee Welfare Trustwhich is established to carry out activities for the benefit and welfare of its Employeesby 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 underare as follows:

Particulars 2015 Plan
a) Total number of options under the Plan 500000
(b) Pricing formula 100% of the Fair Market Price as on date of grant
(c) Options granted during the year -
(d) Options vested as of March 31 2022 -
(e) (i) Options exercised during the year -
(ii) Total number of shares arising as a result of exercise of above options during the year
(f) Options forfeited during the year -
(g) Option lapsed during the year -
(h) Variation of terms of options during the year -
(i) Amount realized by exercise of options during the year -
(j) Total number of options in force as on March 31 2022 -

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


The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate annexure forming part in Annexure H of this report.Further the report and the accounts are being sent to the Members excluding the aforesaidannexure. In terms of Section 136 of the Act the said annexure is open for inspection andany Member interested in obtaining a copy of the same may write to the Company Secretary.


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

(a) in the preparation of the annual accounts for the financial year ended March 312022 the applicable accounting standards had been followed along with proper explanationrelating to material departures.

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

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors including audit of internal financial controls over financialreporting by the statutory auditors and the reviews performed by the management theBoard is of the opinion that the Company's internal financial controls were adequate andeffective during FY 2021-22.


Extract of Annual Return of the Company is available on


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is provided as Annexure I to this Directors' Report.


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


As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the integrated Management Discussion and Analysis are attachedwhich forms part of this report.

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


Your Company values the dignity of individuals and strives to provide a safe andrespectable work environment to all its employees. The Company has put in place a 'Policyagainst Sexual Harassment' compliant with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 ("Sexual Harassment Act"). TheInternal Committee at all the locations of the Company across India has been constitutedto consider and resolve all sexual harassment complaints as reported under the policy. TheCommittee also includes external member from NGOs or with relevant experience. We affirmthat adequate access was provided to any complainant who wished to register a complaintunder the policy. There were no complaints received disposed and/or pending during thefinancial year.


The Listing Regulations mandate the inclusion of the Business Responsibility Report(BRR) as part of the Annual Report for the top 1000 listed entities based on marketcapitalization. In compliance with the Listing Regulations we have integrated BRRdisclosures into our Annual Report.


Your Directors would like to place on record their gratitude for the co-operationreceived from the Government of India State Governments of Delhi Uttar Pradesh andRajasthan Customs and Excise Departments Department of Scientific and IndustrialResearch (Ministry of Science and Technology) Software Technology Park-Noida SoftwareTechnology Park- Chennai Software Technology Park-Pune Special Economic Zone authoritiesand other government agencies.

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

For and on behalf of the Board of Directors
Sd/- Sd/-
Vishnu R Dusad Elaine Mathias
Managing Director Independent Director
Date: May 17 2022 Date: May 17 2022
Place: Noida Place: Bengaluru