General Updates

September 01, 2026 The Listing Department The Listing Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra-Kurla Phiroze Jeejeebhoy Towers, Complex, Bandra (E) 25th Floor, Dalal Street Mumbai-400051 Mumbai-400001 SYMBOL: NUCLEUS SCRIP CODE: 531209 Dear Sir/Madam, SUB : INTIMATION REGARDING AMENDMENT TO THE POLICY ON CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015 Pursuant to the applicable provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), we wish to inform you that the Board of Directors of Nucleus Software Exports Limited (“Company”), has approved the amendment to the Policy on Code of Conduct for prevention of Insider Trading through resolution by Circulation. The amendments have been made to align the PIT Code with the applicable provisions of the PIT Regulations and to strengthen the Company's internal processes and compliance framework relating to prevention of insider trading. This is for your information and record. Thanking you, Yours Sincerely For Nucleus Software Exports Limited (Poonam Bhasin) Company Secretary Registered Office 33-35 Thyagraj Nagar Mkt, New Delhi - 110003 Tel.: +9.11.2462.7552 F.: +91.11.2462.0872 POLICY ON CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING Document Name Policy on Code of Conduct for Prevention of Insider Trading Date Last Modified August 31, 2026 Contents of this document are confidential, and no part must be reproduced or published in any form or through any means whether electronic, mechanical, photocopying or with the aid of any information storage or retrieval system. Also, the material must not be disclosed to third parties without the express and prior written authorization of Nucleus Software Exports Ltd. Nucleus Software Code of Conduct for Prevention of Insider Trading A. Introduction Securities and Exchange Board of India (“SEBI”) vide its Notification dated January 15, 2015, had issued the SEBI (Prohibition of Insider Trading) Regulations, 2015 and further amended the same vide notification specifying the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. These Regulations require that every listed company to formulate a code of conduct to regulate, monitor and report trading by its designated person and immediate relatives of designated person towards achieving compliance with the Regulations, adopting minimum standards as set out in Schedule B of the Regulations, without diluting the provisions of the Regulations in any manner. In the above context, Nucleus Software Exports Limited (the “Company”) has formulated this Code as a part of Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting by insider of the Company. This Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders will be known as “Nucleus Software Code of Conduct for Prevention of Insider Trading”. B. Definitions a. “Act” means the Securities and Exchange Board of India Act, 1992 as amended. b. “Regulations” means the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and any amendments thereto. c. “Code” means the Nucleus Software Code of Conduct for Prevention of Insider Trading. Document Name Policy on Code of Conduct for Prevention of Insider Trading Date Last Modified August 31, 2026 Document Type Old d. “Company” means Nucleus Software Exports Limited. e. “Board” means Board of Directors of the Company. f. "Compliance Officer" means Company Secretary or any senior officer, designated so and reporting to the board of directors, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under these regulations and who shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information, monitoring of trades and the implementation of the codes specified in SEBI regulations or in this code under the overall supervision of the board of directors of the Company. g. “Connected Persons” means: - (i) any person who is or has been, during the six months prior to the concerned act, associated with a company, in any capacity, directly or indirectly, including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the company or holds any position including a professional or business relationship, whether temporary or permanent, with the company, that allows such a person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.” (ii) The persons falling within the following categories shall be deemed to be connected persons, unless the contrary is established - 1. a relative of connected persons specified in clause (i); or 2. a holding company or associate company or subsidiary company; or 3. an intermediary as specified in Section 12 of the Act or an employee or Director thereof; or 4. an investment company, trustee company, asset management company or an employee or Director thereof; or 5. an official of a stock exchange or of clearing house or corporation; or 6. a member of Board of trustees of a mutual fund or a member of the Board of Directors of the asset management company of a mutual fund or is an employee thereof; or 7. a member of the Board of Directors or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; or 8. an official or an employee of a self-regulatory organization recognised or authorized by the Board; or 9. a banker of the Company; or 10. a concern, firm, trust, Hindu undivided family, company or association of persons wherein a Director of the Company or his relative or banker of the Company, has more than ten per cent, of the holding or interest; or 11. a Firm or its partners or its employee in which a connected person specified in point no 4 is also a partner; or 12. a Person sharing household or residence with a connected person specified in point no 4 13. Persons who may not seemingly occupy any position in a company but are in regular touch with the company and its officers and are involved in the know of the company’s operation, would also be connected persons since they would have access to or could access unpublished price sensitive information about the Company by virtue of any connection that would put them in possession of unpublished price sensitive information. h. “Designated Persons” means persons covered as such on the basis of their role and function in the Company and include the following: (i) All Directors on the Board. (ii) All KMPs (Key Managerial Persons as defined under the Companies Act, 2013). (iii) Promoters and Person Acting in Concert (iv) Internal Auditors, Statutory Auditors, Secretarial Auditors, of the Company. (v) All employees of Nucleus group in Finance & Accounts, Legal Department (vi) All Senior Managerial Personnel, two level below CEO irrespective of their role or function. (vii) Executive Secretaries of Executive Directors and KMP (viii) Any other person who on the basis of their role and function in the Company, is reasonably expected to have access to unpublished price sensitive information(s) relating to the Company, as may be decided by the Chairman/Managing Director/Whole-Time Director/Joint Managing Director/Compliance Officer, from time to time. Designated Persons of Nucleus Group shall be governed by this code of conduct governing dealing in securitie [Showing first 8,000 characters — download PDF for full document]