Nukleus Office Solutions Ltd Directors Report

The Directors are pleased to present the 7th Directors Report of Nukleus Office Solutions Limited ("the Company") along with the Audited Financial Statements for the financial year ended March 31, 2026.

A. Financial & Operational Overview

1. Financial Summary and Highlights

The financial performance of the Company for the financial year ended March 31, 2026, as compared to the previous financial year, is summarized below:

Particulars	FY 2025–26 (Rs. in Lakhs)	FY 2024–25 (Rs. in Lakhs)
Revenue from Operations	3547.85	2870.52
Other Income	71.56	13.72
Total Income	3619.41	2884.24
Total Expenses	3333.74	2609.81
Profit Before Tax	285.67	274.43
Tax Expense	72.15	68.21
Profit After Tax	213.53	206.21

During the financial year 2025–26, the Company continued its growth trajectory and delivered a strong financial performance, reflecting the resilience of its business model and the increasing demand for flexible and managed workspace solutions.

The Revenue from Operations increased to Rs 3,547.85 lakhs from Rs 2,870.52 lakhs in the previous financial year, registering a healthy growth of 23.60%. This growth was primarily driven by higher occupancy levels, expansion of operational centres, and increased demand for the Companys managed office and workspace solutions.

The Total Income for the year stood at Rs 3,619.41 lakhs, as against Rs 2,884.24 lakhs in FY 2024–25, reflecting an overall increase of 25.49%. The increase was supported by growth in both operating revenue and other income.

The Profit Before Tax (PBT) improved to Rs 285.67 lakhs from Rs 274.43 lakhs in the previous year, representing a growth of 4.10%. Despite continued investments towards business expansion, technology enhancement, and operational capabilities, the Company maintained healthy profitability through effective cost management and operational efficiencies.

The Profit After Tax (PAT) increased to Rs 213.53 lakhs as compared to Rs 206.21 lakhs in FY 2024–25, registering a growth of 3.55%. The Companys consistent profitability reflects its disciplined financial management, prudent resource allocation, and sustained operational performance.

Overall, the financial performance for FY 2025–26 demonstrates the Companys continued focus on sustainable growth, operational excellence and long-term value creation for its stakeholders while maintaining a strong financial foundation.

2. State of Companys Affairs and Operations

During the financial year under review, the Company continued to strengthen its position as a leading provider of managed office and flexible workspace solutions by achieving significant operational, strategic and financial milestones. Building on the momentum gained from its successful listing on the BSE SME Platform, the Company remained focused on sustainable growth, operational excellence and long-term value creation.

A key highlight of the year was the expansion of the Companys workspace portfolio through the acquisition and commencement of operations at new centres across strategic locations. These additions have significantly enhanced the Companys geographical footprint, increased its operational capacity and strengthened its ability to cater to the evolving workspace requirements of startups, SMEs, large enterprises and multinational corporations.

The Company also continued to enhance its service offerings by providing integrated workspace solutions, including co-working spaces, managed offices, virtual office services, enterprise solutions and value-added business support services. Simultaneously, investments in technology-enabled platforms and process automation have further improved operational efficiency, customer engagement and service delivery across all centres.

The increasing acceptance of flexible, hybrid and managed workspace models continued to create favourable market opportunities for the Company. Leveraging its customer-centric approach, scalable business model and strong operational capabilities, the Company successfully capitalized on this growing demand, resulting in improved occupancy levels, higher revenues and sustained profitability.

Your Directors are confident that the Companys robust business fundamentals, disciplined execution strategy, expanding portfolio of premium workspaces and continued focus on innovation will enable it to sustain its growth trajectory and create long-term value for all stakeholders.

Expansion and Addition of New Centres

During FY 2025–26, the Company continued to expand its business operations by adding new centres at strategic locations across key markets.

During the year, the Company added centres at Barakhamba Tower, Connaught Place, New Delhi; Sector 144, Noida – NSL Tech Zone; Unitech Tower, Sector 39, Gurugram, Haryana; Prestige Blue Chip Software Park, Bengaluru; and FFCO Tower, Sector 29, Gurugram, Haryana, thereby strengthening its presence across the Delhi-NCR and Bengaluru markets.

UTILISATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER

During the financial year under review, the Company continued to utilise the proceeds raised through its Initial Public Offer ("IPO") in accordance with the objects stated in the Offer Document.

The details of utilisation of the net IPO proceeds during the financial year and the balance remaining unutilised, if any, are disclosed in the relevant Notes to the Financial Statements and in the statements/filings made with the Stock Exchange, as applicable.

The Company has utilised the IPO proceeds for the purposes for which they were raised and has not deviated from the objects of the issue.

3. Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report ("MD&A") for the FY 2025-26, has been presented in a separate section forming part of this Annual Report.

4. Changes in Nature of Business

There was no change in the nature of the business of the Company during the financial year under review.

5. Material Changes and Commitments, If Any, Affecting the Financial Position of The Company Which Have Occurred Between the End of The Financial Year of The Company to which the Financial Statements Relate and The Date of The Report

- Capital Expenditure significantly increased due to recent acquisition of new centres.

The proceeds of IPO have led to a positive impact on the companys profit for the current financial year.

No other material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March 2026 and the date of this Report.

6. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR UNDER SUB-SECTION 12 OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No fraud has been reported by the Auditor under sub-section (12) of Section 143 of the Companies Act, 2013 in respect of the Company during the financial year ended March 31, 2026.

7. Details Of Significant and Material Orders Passed by The Regulators or Courts or Tribunals Impacting The Going Concern Status and Companys Operations in Future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

8. Explanations Or Comments by The Board on Every Qualification, Reservation or Adverse Remark or Disclaimer Made by the Auditor in His Report

The auditors report does not contain any qualifications, reservations, or adverse remarks but emphasizes certain matters.

9. Details in respect of the adequacy of internal financial controls with reference to the financial statements.

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management.

The Company follows all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

Note: Non - Applicability of The Indian Accounting Standards:

As per provision of Rule 4 (1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w. e. f. April 15th, 2017.

As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April, 2017.

10. Change in The Registered Office of The Company

During the financial year under review, there was no change in the Registered Office of the Company. The Registered Office of the Company continues to be situated at 1102, Barakhamba Tower, 22 Barakhamba Road, New Delhi – 110001.

11. Maintenance of Cost Records

As per the provisions of Section 148(1) of the Companies Act, 2013 and Rules made thereunder, the Company was not required to make a disclosure of maintenance of cost records as specified by the Central Government.

12. Revision of Financial Statements and Board Report

There was no revision of financial statements and Boards Report of the Company during the financial year under review.

13. Dematerialization of Shares

Only 650 shares of the Company are held in physical Forms and remaining Shares of your Company are in Dematerialization form as on March 31st, 2026. The ISIN of the Equity Shares of your Company is INE0VYX01018.

14. Alteration to Memorandum and Articles of Association

During the financial year under review, there was no alteration in the Memorandum of Association (MOA) or the Articles of Association (AOA) of the Company. The existing MOA and AOA of the Company remained unchanged throughout the year.

Capital Structure and Reserves

15. Share Capital

The Equity Shares of the Company were listed on Stock Exchanges w.e.f. 04th March 2025 and the Companys shares are compulsorily tradable in electronic form.

During the year under review, there has been no change in the Capital structure of the Company.

As of the financial year ended March 31, 2026:

AUTHORIZED SHARE CAPITAL of the Company stood at INR 6,00,00,000/- (Indian Rupees Six Crores Only) divided into 60,00,000 (Sixty Lakhs Only) Equity Shares of INR 10/- (Indian Rupees Ten) each.

ISSUED CAPITAL, SUBSCRIBED AND PAID-UP CAPITAL

The issued, subscribed and paid-up share capital of your Company as on March 31st 2026 stood at Rs. 4,03,20,000/- (Indian Rupees Four Crore Three Lakhs and Twenty Thousand Only) divided in to 40,32,000 (Forty Lakhs and Thirty-Two Thousand Only) Equity Shares of INR 10/- (Indian Rupees Ten) each.

There were no changes in capital structure post-IPO.

Our Company has not issued Equity Shares out of revaluation reserves since its incorporation.

Further:

- There was no reduction of share capital, buyback of shares, or any capital restructuring activity during the year.

- The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

- The Company has not issued any sweat equity shares to its directors or employees.

- The Company does not have any Employee Stock Option Scheme (ESOP) for its directors or employees.

TRANSFER OF SHARES: During the year under review, there was no transfer of shares of the Company, other than transfers effected through normal exchange delivery/trading on the BSE SME platform.

16. Dividend

In order to conserve internal accruals for expansion and working capital, the Board has not recommended any dividend for the financial year 2025–26.

17. Transfer to Reserves

Rs. 213.53/- (in Lakhs) has been transferred to the General Reserve during the year.

18. Deposits

The Company has neither accepted any deposit from public under Section 73 of the Act nor any amount of principle or interest was outstanding as on March 31, 2026. Accordingly, disclosures related to deposits as required to be made under the Act are not applicable to the Company.

Statutory Disclosures

19. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

1. Conservation of Energy & Technology Absorption: The Company in general has taken adequate measure for conservation of Energy and Technology absorption.

2. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any exports in the near future as well.

3. Foreign Exchange Earnings and Outgo: During the year under review, there were no foreign exchange earnings or outgo of the Company. Accordingly, no such transactions were undertaken during the financial year.

20. Particulars of Loans, Guarantees, and Investments

Details of loans and advances given, investments made or guarantees given or security provided as per the provisions of the Act and Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notes to accounts forming part of the financial statements provided in the Annual Report.

21. Particulars of loan to directors or to entities in which Directors are interested under section 185 of the Companies Act, 2013

During the period under review, your Company has not given any loan to any Director or to entities in which Directors are interested under section 185 of Companies Act, 2013.

22. Related Party Transactions

All related party transactions entered into by the Company during the year were in the ordinary course of business and on an arms length basis and were undertaken in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including Regulation 23, to the extent applicable. Further, transactions requiring approval under Section 188 of the Companies Act, 2013 along with other RPTs have been duly disclosed in the Notes to the Financial Statements, which form an integral part of this Report. Further, the disclosure of material transactions (if any) is also provided in Form AOC-2, annexed herewith as Annexure A.

23. Particulars of Employees and Remuneration

Your Company had 48 Employees (32 Male Employees & 16 Female Employees) and NIL transgender employees as at 31st March, 2026. The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees remuneration are provided in Annexure-B of this report. Also, no employee received remuneration above the limits prescribed under Rule 5(2).

24. Sexual Harassment

The Company has zero tolerance for sexual harassment. An Internal Complaints Committee has been constituted in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints were reported during the year.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent womens harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises. The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received: NIL

b) No. of Complaints disposed: NIL

c) No. of Complaints pending for more than 90 days: NIL

Company has a zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, including provisions relating to maternity leave and other statutory benefits available to eligible women employees.

25. Details of Application Made or Proceedings Pending under the Insolvency and Bankruptcy Code, 2016

During the Financial Year 2025-26, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016

Details of difference between the amount of valuation at the time of one-time Settlement and the valuation done at the time of taking a loan from the banks or financial institutions along with the reasons thereof:

During the year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

D. Board, Committees & Governance

26. Board of Directors and Key Managerial Personnel

As on March 31, 2026, the Board comprised of:

Mr. Nipun Gupta	Chairman and Managing Director
Mrs. Puja Gupta	Executive Director
Mr. Ajai Kumar	Non-Executive Independent Director
Mr. Manohar Lal Singla	Non-Executive Independent Director
Mr. Paresh Nath Sharma	Non-Executive Independent Director

Key Managerial Personnel (KMP):

Mr. Ajay Singhal	Chief Executive officer
Mr. Praveen Jain	Chief Financial Officer
Mr. Vinay Rathore	Company Secretary & Compliance Officer

DIRECTORS & KMPS:

a) Changes in Directors and Key Managerial Personnel

During the year under review, there is no significant change in the Board of Directors of the company & KMP group of the Company and the only change are as follows: -

- 2 (Two) KMP was appointed during the year under review. Out of them, Two KMP resigned during the same financial year. The details are as under:-

Mr. Ajay Singhal	Chief Executive officer,	15/04/2024-Present
Mr. Praveen Jain	Chief Financial Officer,	03/12/2025-Present
Mr. Gaurav Gulyani	Chief Financial Officer, (Resigned)	13/05/2024-(02/12/2025)
Mr. Vinay Rathore	Company Secretary & Compliance Officer	01/06/2025-Present
Mrs. Pooja Jaiswal	Company Secretary & Compliance Officer (Resigned)	21/03/2024-(31/05/2025)

b) Declaration by an Independent Director(s), Disclosures by Directors, re- appointment/retirement by rotation, and Disqualification, if any

Declaration by an Independent Director(s):

The Company has received necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. None of the Independent Directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are person of integrity and possesses relevant expertise and experience and are independent of the management.

Disclosures by Directors:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as Declaration by Directors in Form DIR 8 under Section 164(2) and other declarations as to compliance with the Companies Act, 2013.

Director retiring by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Nipun Gupta (DIN: 00472330), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has offered himself for reappointment and your Board recommends his reappointment.

Disqualifications of Directors

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

c) Performance Evaluation of The Board, Its Committees and Individual Directors:

The Board has devised a policy pursuant to the applicable provisions of the Act and the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 ("Listing Regulations") for performance evaluation of the Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of nonexecutive directors and executive directors.

The Independent directors have set a formal process for evaluation of Boards performance. Evaluation process and report was considered in the meeting of Independent Directors meeting. The independent directors found the same satisfactory. So, based on the evaluation carried out during the year, the Board is of the opinion that the performance of the Board, its Committees and individual Directors was satisfactory and that the Board and its Committees functioned effectively.

d) Familiarization Programme for Independent Directors

Pursuant to the provisions of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to conduct familiarization programmes for Independent Directors to familiarize them with the company, its industry, business model, roles, rights, and responsibilities, among other matters.

However, in terms of Regulation 15(2) of the SEBI (LODR) Regulations, 2015, this requirement is not applicable to companies listed on the SME platform. Accordingly, no formal familiarization programme was conducted during the year under review.

Nevertheless, the Company, as part of its commitment to good corporate governance, provides necessary information, updates and access to business operations to its Independent Directors from time to time, to enable them to effectively discharge their responsibilities.

e) Meeting of Independent Directors

In terms of the provisions of Section 149(8) read with Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 06th March, 2026, without the presence of Non-Independent Directors and members of the management.

At the said meeting, the Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, including the performance of the Chairperson of the Company. They also evaluated the quality, content, and timeliness of the flow of information between the management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

27. Number of Board Meetings

Four (04) Board Meetings were held during the Financial Year. Further, the time gap between two Board Meetings was within the time prescribed as per the provisions of the Companies Act, 2013.

S. No	Date of Board Meeting	Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
(01/2025-26)	22-05-2025	5	5	100%
(02/2025-26)	29-08-2025	5	5	100%
(03/2025-26)	11-11-2025	5	5	100%
(04/2025-26)	06-03-2026	5	4	80%

28. Managerial Remuneration

Name of Director	Salary of Current F.Y. (2025-2026) (Amount in Lakhs)
Mr. Nipun Gupta	15.60
Mrs. Puja Gupta	15.60
Mr. Ajai Kumar	5.50
Mr. Manohar Lal Singla	4.50
Mr. Paresh Nath Sharma	6.00
Mr. Ajay Singhal	45.00
Mr. Praveen Jain	15.21
Mr. Gaurav Gulyani	22.68
Mr. Vinay Rathore	6.42

29. Committees of the Board

The Company convened two meetings of the Audit Committee on 22nd May 2025 and 11th November 2025.

Two meetings of the Nomination and Remuneration Committee were held on 22nd May 2025 and 11th November 2025, and one meeting of the Stakeholders Relationship Committee was held on 06th March 2026.

S. No	Date & Type of Meeting	Total Number of members as on the date of meeting	Number of members attended	% of attendance
1	22-05-2025-Audit Committee	3	3	100%
2	11-11-2025-Audit Committee	3	3	100%
3	22-05-2025-NRC	3	3	100%
4	11-11-2025-NRC	3	3	100%
5	06/03/2026-SRC	3	3	100%

The Company has constituted the following committees:

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholders Relationship Committee

- Internal Complaints Committee (POSH)

COMPOSITION OF VARIOUS COMMITTEES

(a) Audit Committee

Name	Position in the Committee	Designation
Ajai Kumar	Chairperson	Independent Director
Paresh Nath Sharma	Member	Independent Director
Nipun Gupta	Member	Director

(b) Nomination and Remuneration Committee

Name	Position in the Committee	Designation
Manohar Lal Singla	Chairperson	Independent Director
Ajai Kumar	Member	Independent Director
Paresh Nath Sharma	Member	Independent Director

(c) Stakeholders Relationship Committee

Name	Position in the Committee	Designation
Paresh Nath Sharma	Chairperson	Independent Director
Nipun Gupta	Member	Director
Puja Gupta	Member	Director

Their constitution and meetings held in accordance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015

Internal Complaints Committee (POSH)

Name	Position in the Committee	Designation
Shalini Joshi	Chairperson	Human Resource
Pragya Manglik	Member	Social Worker
Luvella Shanthi Lobo	Member	Social Worker
Puja Gupta	Member	Executive Director
Sumit Marothe	Member	Cluster Manager
Praveen Jain	Member	Chief Financial Officer

The details of composition of committees are available on the website of your Company at https://www.nukleus.work/investor-relations/.

30. Auditors

- Statutory Auditor:

M/s. M.K. Aggarwal & Company, Chartered Accountants (Firm Registration No. 001411N), having their office at 30, Nishant Kunj, Pitampura, New Delhi ? 110034, were re-appointed as the Statutory Auditors of the Company for a second term of five consecutive financial years at the Annual General Meeting of the Company held in the previous financial year.

Accordingly, M/s. M.K. Aggarwal & Company shall continue to hold office as the Statutory Auditors of the Company for the financial year 2026–27 and for the remaining period of their second term, subject to the provisions of the Companies Act, 2013 and the rules made thereunder.

The Statutory Auditors have confirmed their eligibility and that they are not disqualified from continuing as the Statutory Auditors of the Company under the provisions of the Companies Act, 2013 and the rules made thereunder.

- Secretarial Auditor:

M/s. Rubina Vohra & Associates, Practising Company Secretary

FCS: 9277; C.P.No: 10930 Peer Review No. 1829/2022

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had appointed M/s. Rubina Vohra & Associates, Practising Company Secretary, has been appointed as the Secretarial Auditor of the Company for a first term of five consecutive financial years, commencing from the financial year 2025–26.

- Internal auditor:

Pursuant to provision of Section 138 of the Companies Act, 2013, the Company has Appointed M/S. Ajay Kanjhlia & Associates, Chartered Accountants as the Internal Auditor of the company, for the financial year 2025-2026.

There are no qualifications, reservations or adverse remarks in the audit reports.

31. Details of Establishment of Vigil Mechanism for Directors and Employees

In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism / Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Vigilance Officer of the Company or to the Chairman of the Audit Committee or Company Secretary or Managing Director in exceptional cases, the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Companys operations, business performance or reputation.

Your Company has adopted a Whistle Blower Policy ("Policy") as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Companys Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link www.nukleus.work.

During the year under review, your Company has not received any complaints under the vigil mechanism.

32. Corporate Governance Certificate/Report

Being BSE-SME Listed Company, the provisions are not applicable to the Company, no explanations required. Accordingly, no certificate/report is required to obtain.

33. Secretarial Audit Report

The Secretarial Audit Report for FY 2025–26 in Form MR-3 is annexed as Annexure C. The said Report does not contain any qualification, reservation, adverse remark or disclaimer and accordingly, no further explanation or comments by the Board are required.

34. Compliance with Secretarial Standards

In accordance with Section 118 of the Companies Act, the Company has complied with all applicable provisions of Secretarial Standard-1 on Board Meetings and Secretarial Standard-2 on General Meetings, as issued by the Institute of Company Secretaries of India.

E. Internal Controls & Risk

35. Risk Management

The Company has a well-defined risk management framework to identify and address strategic, operational, financial, and compliance risks.

Also, the management of the Company keeps evaluating the risks to which the Company is exposed on a continuous basis, to ensure consistent, efficient and effective assessment of risks and its timely mitigation. The management provides an update to the Board on the risks which are critical for the operation of the Company, if any.

The Board of Directors of the Company is ultimately responsible for the risk management process and focuses on the most significant risks that may affect the Company viz. Strategic, Operational, Reputational, Financial, Legal & Compliance.

36. Internal Financial Controls

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: The Company has laid down adequate internal financial controls commensurate with the scale, size and nature of the business of the Company. The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. Effectiveness of internal financial controls is ensured through management reviews, controlled self-assessment and independent testing by the Internal Auditor. The Audit Committee periodically reviews their effectiveness.

F. Group Entities and CSR

37. Subsidiaries, Associates, and Joint Ventures

The Company does not have any subsidiary, associate, or joint venture company as on March 31, 2026.

38. Corporate Social Responsibility

During the year under review, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company as it doesnt meet the threshold criteria of turnover and/or Profit specified therein.

G. Other Statutory Matters

39. Audit Trail Applicability (Audit and Auditors) Rules 2014 - Rule 11 Of The Companies Act 2013

Pursuant to the provisions of Section 143(3) of the Companies Act, 2013 read with Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, the Company has maintained its books of account for the financial year ended March 31, 2026, using accounting software (ZOHO Books & CRM) which has a feature of recording audit trail (edit log) facility.

The audit trail feature was duly enabled following the listing of the Companys equity shares pursuant to the Initial Public Offering (IPO) and remained continuously operational thereafter, including at the end of the financial year, for all transactions recorded in the accounting software. The Company has ensured that the audit trail has not been tampered with during the year and has been preserved in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

Further, the Company has complied with all the statutory requirements relating to the implementation and maintenance of the audit trail feature, including those prescribed by the Ministry of Corporate Affairs vide its notification dated March 24, 2021 (as amended from time to time), applicable from April 1, 2023.

40. Designation of Responsible Person for Statutory Compliance

Mr. Vinay Rathore, Company Secretary & Compliance Officer of the Company, is responsible for overseeing and monitoring compliance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and other applicable laws, regulations and guidelines. The Company has adequate systems and processes in place for monitoring and ensuring timely statutory and regulatory compliances.

41. Share Transfer Agent

The contact details of RTA/Registrar to the Issue:- Bigshare Services Private Limited Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai-400 093, Maharashtra, Website: www.bigshareonline.com SEBI Regn. No.: INR000001385

42. Credit Rating

During the financial year under review, the Company has not obtained any credit rating from any credit rating agency. The requirement to obtain a credit rating did not arise, as the Company has neither issued any debt instruments nor undertaken any such borrowings that would necessitate such rating under applicable laws and regulations.

Further, the Company has been operating primarily through internal accruals and equity-based funding and as such, there was no mandatory or business-driven requirement for seeking a credit rating during the year. The Company continues to maintain a conservative financial profile and will evaluate the need for obtaining a credit rating in future periods, based on business requirements, funding plans or regulatory obligations.

43. Awards And Recognitions

During FY 2025-26, the Company & Mr. Nipun Gupta, Managing Director of the Company, received various awards and recognitions. Details in respect of such awards and recognitions has already been disclosed to the Stock Exchange (Public Announcements).

44. Annual Return

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return is available for inspection by the Members at the Registered office of the Company in the working hours and also on the website of the Company www.nukleus.work

As per the Companies Amendment Act, 2017, Section 92(3) read with Rule 12 (1) of Companies (Management and Administration) Rules 2014, requires that every Company shall place a copy of its annual return on the website of the Company, if any. The Company is having its website i.e. www.nukleus.work and the annual return has been placed on the website https://www.nukleus.work/investor-relations/.

45. SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Take Reports(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.

Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company has not received any complaint on the SCORES during financial year 2025-26.

46. Policies of the Company

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Companys website viz., https://www.nukleus.work/investor-relations/, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

47. Transfer of Amounts to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, read with the applicable rules made thereunder, during the year under review:

- The Company did not have any unclaimed or unpaid dividend for seven consecutive years or more, and hence, no shares were required to be transferred to the Investor Education and Protection Fund (IEPF).

- There were no amounts lying unpaid or unclaimed with the Company which were required to be transferred to the IEPF during the financial year.

Further, Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (for the time being) the Company has not been required to appoint a Nodal Officer for the purpose of coordination with the IEPF Authority.

48. Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) In the preparation of the annual accounts, 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 this Act 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.

49. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prevention of Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of shares of the Company by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ‘Trading Window is closed. The Board is responsible for implementation of the code. All Directors and the designated employees have confirmed compliance with the code.

H. Closing

50. Acknowledgements

The Board places on record its sincere appreciation for the continued support and confidence reposed by shareholders, clients, business partners, financial institutions, and employees. The Company looks forward to another successful year with optimism and a renewed sense of commitment.

For and on behalf of the Board of Directors

Nukleus Office Solutions Limited

NIPUN GUPTA

Chairman & Managing Director

DIN: 00472330

Place: Noida

Date: 29.08.2026