Nucleus Software Board Approves RSU Scheme 2026 and Terminates ESOP Scheme 2015

Nucleus Software Exports Limited announced major changes to its employee compensation structure following a board meeting held on March 25, 2026. The meeting, which commenced at 09:30 am and concluded at 05:55 pm, resulted in the termination of the existing employee stock option plan and approval of a new restricted stock unit scheme.

Board Decisions and Scheme Termination

The board approved the termination of ESOP Scheme 2015 and dissolution of the Nucleus Software Employee Welfare Trust. This decision marks a significant shift in the company's employee incentive strategy, moving from traditional stock options to restricted stock units.

New RSU Scheme 2026 Details

The newly approved Nucleus Software RSU Scheme 2026 introduces several key features designed to benefit eligible employees:

Parameter: Details RSU Pool Size: 10,00,000 (Ten Lakhs) RSUs Share Face Value: Rs. 10/- each Administration: Nomination and Remuneration/Compensation Committee Implementation: Trust route through Nucleus Software Equity Incentive Trust Primary Acquisition Mode: Secondary market purchases

The RSU pool may be adjusted for corporate actions including bonus issues, rights issues, stock splits, consolidations, mergers, demergers, or other capital structure reorganizations.

Trust Formation and Share Acquisition

The board approved the formation of Nucleus Software Equity Incentive Trust, an irrevocable trust that will acquire equity shares either through fresh allotment from the company or secondary market acquisition. The trust will primarily focus on secondary market purchases to fulfill RSU obligations.

Additionally, the board authorized the company to provide loans to the trust for purchasing equity shares and approved the trust's acquisition of equity shares through secondary market transactions.

Scheme Terms and Conditions

The RSU scheme includes comprehensive terms for employee participation:

Vesting and Exercise Framework

Aspect: Details Vesting Period: Minimum 1 year, maximum 4 years from grant date Exercise Window: Maximum 2 years from vesting date Exercise Price: Linked to market price with potential committee-approved discounts Minimum Price: Cannot fall below share face value

Pricing and Re-pricing Provisions

The exercise price will be determined by the committee at grant time, linked to market price as defined in the scheme. The committee has authority to provide suitable discounts on market price while ensuring the exercise price never falls below the Rs. 10/- face value.

Notably, the committee retains power to re-price grants if they become unattractive due to share price declines, subject to SEBI regulations and shareholder approval.

Subsidiary Employee Inclusion

The board extended the scheme's reach by approving RSU grants to eligible employees of subsidiary companies, both in India and internationally. This expansion demonstrates the company's commitment to aligning global workforce incentives with corporate performance.

Regulatory Compliance

The scheme complies with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, ensuring adherence to regulatory requirements for employee benefit programs. The disclosure was made under Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Nucleus Software has announced major board leadership changes and committee restructuring following a board meeting held on March 16, 2026. The meeting addressed key governance matters including director retirement, new appointments, and committee formations, with the company issuing a comprehensive press release highlighting the strategic significance of these changes.

Director Retirement and Leadership Transition

The company's board has approved the retirement of Mr. Siddhartha Mahavir Acharya, who currently serves as Independent Director and Chairperson of the Board. His retirement will take effect from close of business hours on March 18, 2026, marking the completion of his second term of five consecutive years as an Independent Director.

Parameter: Details Director Name: Mr. Siddhartha Mahavir Acharya Current Position: Independent Director & Chairperson Retirement Date: March 18, 2026 Reason: Completion of second term (5 consecutive years) Legal Basis: Section 149 of Companies Act 2013

Effective March 19, 2026, Mrs. Yasmin Javeri Krishan, currently serving as an Independent Director, will assume the role of Chairperson of the Board, ensuring continuity in leadership.

New Chairperson Profile and Strategic Significance

Mrs. Yasmin Javeri Krishan brings over two decades of global leadership experience across financial control, treasury, business intelligence, governance, executive search, and strategic advisory. A rank-holding Chartered Accountant from the Institute of Chartered Accountants of India and an MBA (Finance and International Business) from the Stern School of Business, New York University, she has served as a Non-Executive, Independent Director on the Board since July 2020.

Qualification: Details Professional Background: Chartered Accountant, MBA (Finance & International Business) Previous Experience: Price Waterhouse, American Express, Citibank International Exposure: India, US, Korea, Saudi Arabia, Singapore Board Tenure: Independent Director since July 2020 Group Association: Singapore subsidiary Board since 2016

Her appointment assumes particular significance as only 6% of Indian listed companies currently have a woman serving as Chairperson of the Board, with approximately 7% of BSE-200 companies and 5% of NIFTY-500 companies having women chairpersons.

New Culture Committee Formation

In a significant governance enhancement, the board has approved the constitution of a new Culture Committee effective March 19, 2026. This committee has been specifically formed to strengthen and promote organizational culture and values within the company. The Culture Committee will be chaired by Mrs. Yasmin Javeri Krishan and includes both executive and independent directors as members.

Board Committee Restructuring

The company has undertaken comprehensive reconstitution of its board committees effective March 19, 2026. The restructured committees include:

Committee: Chairperson: Key Members: Audit Committee: Mr. P C Kandpal Dr. Nitin Ramesh Gokarn, Mr. Shekar Viswanathan, Mrs. Yasmin Javeri Krishan Nomination and Remuneration Committee: Mr. Shekar Viswanathan Mrs. Yasmin Javeri Krishan, Dr. Nitin Ramesh Gokarn Corporate Social Responsibility Committee: Dr. Nitin Ramesh Gokarn Mr. P C Kandpal, Dr. Ritika Dusad, Mr. Parag Bhise, Mr. Shekhar Viswanathan Risk Management Committee: Mrs. Yasmin Javeri Krishan Mr. Vishnu R Dusad, Dr. Nitin Ramesh Gokarn, Mr. Parag Bhise, Dr. Ritika Dusad Stakeholder Relationship Committee: Dr. Nitin Ramesh Gokarn Mr. P C Kandpal, Mr. Vishnu R Dusad Culture Committee: Mrs. Yasmin Javeri Krishan Mr. Vishnu R Dusad, Mr. Parag Bhise, Mr. Shekar Viswanathan

Governance Philosophy and Strategic Vision

Nucleus Software is institutionalizing Lean thinking and the Japanese principle of Hoshin Kanri, emphasizing disciplined alignment between long-term vision and measurable execution. Vishnu R. Dusad, Co-founder and Managing Director, stated that the governance philosophy draws from Lean and Hoshin Kanri principles, aligning long-term vision with daily execution, while emphasizing that leadership diversity is strategic rather than symbolic.

The board meeting outcomes have been communicated to both the National Stock Exchange of India Limited and BSE Limited in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These governance changes reflect the company's commitment to maintaining robust board oversight and enhancing organizational culture while ensuring compliance with regulatory requirements.

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