nucleus software exports ltd share price Directors report

Dear Members,

We are pleased to present your Companys Thirty Third Annual Report, together with the Audited Statement of Accounts, for the year ended March 31, 2022.


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

The consolidated financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015, notified under section 133 of the Act and other relevant provisions of the Act. The accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard, requires a change in the accounting policy hitherto in use. The Management takes into cognisance all new as well as revised accounting standards on an ongoing basis.

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

a) Consolidated Operations

Revenue from consolidated operations for the year was Rs 497.19 crore, as compared to Rs 513.53 crore in the previous year, a nominal decrease of 3%, despite worldwide disruptions caused by COVID. The Company continued its focus on strategic initiatives for new products, focused sales and the market development to help drive transformation. The overall Operational Expense for the year was Rs 460.97 crore, against Rs 385.41 crore in the previous year. The Operating Profit (EBITDA) was significantly lower at Rs 36.22 crore, 7% of revenue, against Rs 128.12 crore, 25% of revenue in the previous year. Profit after 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 Rs 454.36 crore in the previous year, a decrease of 1.39%. Total Operational Expense for the year was Rs 412.04 crore against Rs 333.04 crore in the previous year, an increase of 23.72%. Operating Profit (EBITDA) for the year was at Rs 36.02 crore, 8% of revenue, against Rs 121.32 crore, 26% of revenue, in the previous year. Profit after Tax for the year was at Rs 42.10 crore, 9% of revenue, against Rs 112.04 crore, 25% of revenue in the previous 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 Companys performance, both consolidated and standalone, is included in "Managements Discussion and Analysis" Report, which forms part of the Annual Report.

2. COVID-19 and Your Company

The COVID-19 pandemic continued to be a global challenge, creating disruption across the world. The unexpected second wave hit India in April 2021. Significant number of Nucleites were also adversely affected in the second wave, including demise of some of our young colleagues despite significant efforts to save them. Your Company had set up a COVID-19 Task Force in February 2020. The goal of the Task Force was to "Ensure Safety 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 and extensive tracking for the safety of Nucleites and their families. The other initiatives taken are :

- A COVID Resource Center was set up that was a ready reckoner knowledge center. The COVID Resource Center has a list of doctors, Dos and Donts, Training videos, Early detection and monitoring guidelines, Work from home guidelines, Presentations and a monitoring tracker.

- The Task Force worked with several doctors extensively to get the necessary guidance for the creation of training material on the prevention and management of the disease. We would like to extend our thanks and gratitude to the medical fraternity and health care workers.

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

- The Task Force teams worked for Nucleites and their family members to provide help, arrange medicines, emergency facilities that were in dire shortage and other issues which needed immediate attention.

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

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

To keep up the true Nucleus spirit, Nucleus Day (Nuc-Day), Diwali and other celebrations were conducted virtually, with Nucleites from all locations participating enthusiastically. Contests were organized for Nucleites and their families to ensure their engagement. The social and economic challenges posed by COVID-19 have strengthened our resolve to safeguard our employees and their families.


In order to augment resources, your Directors do not propose to transfer any amount to reserves. Appropriation to retained earnings for the financial year ended March 31, 2022, as 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 2,267,400 equity shares in January 2022 consequent to Buyback of shares. Consequently, the Paid-Up Share Capital of the Company, as on March 31, 2022, is 26,773,324 equity shares of Rs 10 each, as compared to 29,040,724 equity 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. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Of the entire paid-up shares, 26,720,482 shares (99.80%) are in dematerialized form as of March 31, 2022. The International Securities Identification Number (ISIN) allotted to the Companys 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 and cash equivalents to meet future strategic initiatives. The Company has been conservative in its investment policy over the years, maintaining a reasonably high level of cash and cash equivalents which enable the Company to completely eliminate short and medium-term liquidity risks, and at the same time also help scale up operations at a short notice. The goal of cash management at your Company is to:

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

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

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

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


The Board of Directors at their meeting held on May 17,2022 has recommended a Final Dividend for its shareholders. The Proposed Dividend is 70% (Rs 7 per equity share of Rs 10 each), for FY 2021-22. The Proposed Final Dividend is subject to the approval of shareholders at the forthcoming Annual General Meeting. If approved, the dividend pay-out for FY 2021-22 will be Rs 18.74 crore.

The Register of Members and Share Transfer Books of the Company will be closed on July 2, 2022, to July 8, 2022 (both days inclusive) for annual closing and determining the entitlement of the shareholders to the final dividend for FY 2021-22, if approved by the members at the forthcoming Annual General Meeting.


The Board of Directors at their meeting held on September 24, 2021, approved, subject to the approval of regulatory authorities, shareholders, Companies Act 2013, the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, as amended (the "Buyback Regulations") and such applicable acts or rules including amendments if any, a Buyback of up to an aggregate amount not exceeding Rs 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 2,267,400 equity shares, aggregating to 7.81% of the paid-up equity through the Tender Offer route at a price of Rs 700 per equity share for an aggregate consideration of Rs 158.72 crore.

The Buyback size was 24.90% of the aggregate Paid-up equity share capital and Free Reserves of the Company as per the audited standalone accounts for the financial year ended March 31, 2021. The Buyback process was completed, and the shares were extinguished on January 27, 2022. Further details/ documents relating to the Buyback are available on our 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 unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the Demat account created by IEPF Authority. Accordingly, the Company has transferred all unclaimed or unpaid dividends and shares to IEPF as per applicable regulations.


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


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

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


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


No material changes and commitments have occurred after the close of the year till the date 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 (Listing Obligations and Disclosures) Regulations 2015, the Managements Discussion and Analysis of the financial condition and results of both standalone and consolidated operations have been provided separately in the Annual Report.


The landscape of banking is fast evolving and with the COVID pandemic, the pace of this evolution has got accelerated. Adopting agile and right technologies at a quick pace has become the cornerstone for financial institutions (FIs) to meet demands of the increasing number of digitally savvy customers. Senior citizens, who used to insist on the non-digital banking methods a few years ago, are comfortable today with e-shopping and are better poised to make the progress to digital banking. FIs are facing challenges from new age companies that are blurring the space between finance and technology. Over the past year, your Company has helped more and more FIs meet their growing digitisation needs by providing 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, by empowering them with innovative services, pioneering products and above all, digital solutions that match their business needs. During the last fiscal year, your Company has grown across geographies driven by our market leading value proposition that is resonating with financial institutions across the globe. With more of our customers embarking on a digital journey, your Company is confident in its ability to deliver value to all its customers.

Nucleus Software - Worldwide Presence

In addition to new orders, many of our customers choose to upgrade our installed products to our latest GA versions. This strengthens our product philosophy to serve our customers with latest technology and functional capabilities with each release. The next decade will continue to witness growth in technology spend; primarily driven by the rise of technology natives and digital reinventors, new tech-enabled business models like ecosystems, direct-to-stakeholder channels and a rise in demand for Digital 2.0. Your Company, with its talent focussed on innovation, is aptly poised to seize opportunities that come up in the near future.


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

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

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

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

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

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

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


• Annual Report for the Year Ended March 31, 2021, won the Platinum Award for Excellence within the Technology- Software industry and Technical Achievement Award from League of American Communication Professionals ( LACP). The Annual Report was also ranked 35th amongst the Worlds Top 100 Annual Reports within the Technology- Software industry by LACP.


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

The following table provides a list of all these subsidiaries as on March 31, 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. These subsidiaries help the Company in providing front end support to customers and explore new opportunities.

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

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

a) Nucleus Software Solutions Pte. Ltd.

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

b) Nucleus Software Inc.

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

c) Nucleus Software Japan Kabushiki Kaisha

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

d) Nucleus Software Netherlands BV

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

e) Nucleus Software Ltd.

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

f) Nucleus Software Australia Pty. Ltd.

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

g) Nucleus Software South Africa Pty. Ltd.

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


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

Office Location Area in sq. ft. Seating Capacity
No. of Persons
India Noida 208,122 1,677
Jaipur 22,312 250
Pune 9,573 114
Chennai 12,286 134
New Delhi 4,200 40
Mumbai 3,250 31
Overseas Singapore 4,807 61
Dubai, UAE 1,290 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 267,089 2,352

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 and services. Nucleus Quality Management System (NQMS) continues to enable outstanding value and experience to its external and internal customers. One of the key focus for this year was to improve delivery quality through various analytical dashboards, process improvement initiatives and enabling business groups plan and perform causal analysis along with preventive and corrective actions.

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

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

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


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

Industry Interactions

Communicating business benefits that our solutions offer, and decades of industry focus is vitally important. Keeping this in mind, during the year, our teams demonstrated our expertise and product offerings at key industry events, roundtables and briefings. We showcased our USPs and capabilities, virtually as well as physically in many parts of the world 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, senior officials from government ministries and policy makers.

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

• Participated in "FinTech Talents Lending 3.0", held in London, UK. The event hosted multiple talks related to future trends in lending and we observed that our view of future trends was aligned with all topics that were discussed among the industry experts.

• Participated in "Women in AI". This event recognizes the contribution of women in our industry. It provides wide range of opportunities to reach and support tech-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-border lending, 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 as participants.

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

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

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

None of the above would have been achieved without the Nucleite familys unending support and we look forward to surging ahead together.


In the ever-dynamic IT industry, we are certainly witnessing a much higher rate of change - both in terms of technological advancements as well as in peoples needs. The pandemic has reshaped the way we work. Being an employee-centric organization, flexible work models have been extended to our people, keeping in view the business needs and employee preferences.

The industry has been in the middle of the great resignation wave and your Company was not an exception. However, we made many advancements to make both customers and employees secure and satisfied. To continue providing the best of services to our customers, we strengthened our workforce by on-boarding over 500 people. Specific focus was set on campus hiring through our NSBT (Nucleus School of Banking Technology) unit, to invigorate the workplace with high energy and fresh perspectives. Launched in 2010, NSBT continues to focus on providing world-class training, with offerings targeted at developing professionals in the area of Banking Technology. Talent is handpicked through a rigorous selection process, targeting tier 2/3 cities as well as some top institutes to create a diverse workforce. Since its inception, more than 2,500 young minds have seamlessly blended into the Nucleus culture and have been nurtured to perform at their best. The global permanent employees of the Company, at the end of FY 2022, was 1,508.

Learning and Development.

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

Our online learning platform iLearn, powered by Skillsoft, was enriched with 10,000+ courses to help people hone their business skills, technology, and leadership skills. It encourages people to make progress through "Career Aspire" journeys and key industry certifications. The leadership courses in this platform are curated by MIT Sloan Management Review. This platform provides various topics ranging from Leading Organizational Vision and Leading a culture of execution to think strategically. In addition, a leadership assessment and development program was initiated last year. The assessment design is based on Nucleus Values and Competency Framework.

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

For strengthening the 3 Ps: Project, Program, and Portfolio Management capabilities, your Company launched a program for our leaders in association with QAI Global, which comes with 35 years of Thought Leadership in these areas globally.

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


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

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

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

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


Mr. S. M. Acharya, Mr. Prithvi Haldea, Prof. Trilochan Sastry, Mrs. Elaine Mathias and Mrs. Yasmin Javeri Krishan are Independent Directors as per the Companies Act, 2013, not liable to retire by rotation, to hold office for five consecutive years. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Mr. Prithvi Haldea and Prof. Trilochan Sastry were reappointed as Independent Directors w.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 20, 2019, 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, 2020, for 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 March 19, 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, for a 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 period of 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 a period 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 a period 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 a period of 5 years. His present term expires on December 31, 2026.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

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

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


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

The Board, along with the Nomination and Remuneration/ Compensation Committee, developed and adopted the criteria and framework for the evaluation of each of the Directors and of the Board and its Committees.

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

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

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

The Chairman placed the Evaluation Summary before the committee members. The same was discussed 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 Committee also formulate policies relating to the remuneration of Directors, Key Managerial Personnel and other senior employees of the Company.

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

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

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

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

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

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


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


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


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


During the year, the Board of Directors of the Company has formed a Risk Management Committee. to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring 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 held during the year, are provided in the Report on Corporate Governance, a part of the Annual Report.

The Composition of Board Committees as on 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 for observing the conduct of Directors and employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of conduct or ethics policy. This mechanism also provides for adequate safeguards against victimization of Director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.


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


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


The Company has developed and implemented a Risk Management Policy that includes identification of elements of risk, which in the opinion of the Board may threaten the existence of the Company. Risk Management Report forms a part of the Annual Report.


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

37. AUDITORS Statutory Auditors

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

The Board of Directors at their meeting held on June 3, 2021, at the recommendation of Audit Committee members approved re-appointment of M/s BSR & Associates, LLP, Chartered 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 resolution approved vide Postal Ballot on January 13, 2022.

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

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

Secretarial Auditor

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

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed, M/s PI and Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. Secretarial Audit Report in the prescribed Form MR 3 is provided as Annexure F to this Directors Report. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

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


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

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


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

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

The CSR Policy may be accessed on the Company website link:

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

This year your Companys CSR arm continued with the strategy followed during last year. Online methodologies of teaching started last year formed the mainstay during difficult times and later direct forms of teaching was utilised when it became possible to reach out to them.

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

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

NSF continued the support to an NGO school "Samriddhi" managed by Sandeepon music and educational trust (located in Ghaziabad, Uttar Pradesh). They continued online support to their students through online means during days when center-based teaching was not allowed, and they later started calling children at staggered timings and started assisting them through strategic handholding, online teaching and homework assignments which was checked at the center.

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

When operations at centres were allowed, NSF team started reaching out to these children formally and continued the educational program in a more rigorous manner. The support to a group of students from the same catchment area was continued by NSF for their polytechnic studies. This year most of their studies was online so the team kept them motivated 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 for tailoring and embroidery. The team trained around 100 plus women in these courses and moved them towards a path of financial independence. This program has a lot of engagement with employees of Nucleus Chennai office. NSF also assisted 23 families of a tribal village by giving them boats and nets which enabled them to do fishing and move on to a path of long-term financial independence.

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

The remedial program of Maths and English was launched for a large number of Adivasi children at Madhya Pradesh through NSF partner organisation "Parivaar." They were on an expansion spree to reach out to the most marginalised children of the state, and we partnered them to increase their educational quality and take our program to these children. NSF trainers trained the Kutir (Learning Center) teachers and their coordinators, through on ground trainings and online trainings. NSF distributed 660 Kits of Maths teaching aids and 280 kits of English Teaching aids to assist in their studies. The team was able to reach out to around 30,000 students of these 13,500 were within measurable focus.

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

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


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

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

Particulars 2015 Plan
a) Total number of options under the Plan 500,000
(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 the above-mentioned ESOP plan and therefore no calculations are required to be made or reported regarding difference between intrinsic value and fair market value of ESOPs granted.


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


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

(a) in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by the management, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2021-22.


Extract of Annual Return of the Company is available on


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


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


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

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


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


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


Your Directors would like to place on record their gratitude for the co-operation received from the Government of India, State Governments of Delhi, Uttar Pradesh and Rajasthan, Customs and Excise Departments, Department of Scientific and Industrial Research (Ministry of Science and Technology), Software Technology Park-Noida, Software Technology Park- Chennai, Software Technology Park-Pune, Special Economic Zone authorities and other government agencies.

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

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