Nucleus Annual Report 2018-19

TRANSFORMING
THE FUTURE OF FINANCIAL SERVICES

POWERED BY PEOPLE. DRIVEN BY VALUES
ANNUAL
REPORT 2018-19
DRIVING INNOVATION IN
FINANCIAL SERVICES GLOBALLY
3 DECADES 150 26 M
OF BANKING BANKS & FINANCIAL TRANSACTIONS
DOMAIN INSTITUTION CUSTOMERS PROCESSED
EXPERTISE ACROSS 50 COUNTRIES PER DAY
WORLDWIDE PRESENCE, GLOBAL

KNOWLEDGE, LOCAL FOCUS
$200 B 1 3 OF TOP 20
VALUE OF NEW LOAN GLOBAL BANKS
LOANS BOOKED ARE OUR
MANAGED EVERY SECOND CUSTOMERS
CONTENTS
Chairman’s Message 02 Report on Corporate Governance 77
MD’s Message 06 Management’s Discussion & Analysis 108

of Financial Condition & Results of
CEO’s Message 10 Operations
Auditor’s Report 121
We are a People Company 14
Balance Sheet 128

Defining the heart of our company - 16
Our Values
Profit & Loss Account 129
The Culture We Live in 18

Statement of Cash Flow 130
Continuous Learning 20
Notes forming part of the 133
Financial Statements
Strategic Initiatives 22
Management’s Discussion and 178

FinnOne Neo Cloud - Transforming Lending 24 Analysis of Financial Condition and
Results of Consolidated Operations
An Innovative Solution - FinnAxia Faredge 26
Risk Management Report 189
Driving Innovation in Lending 28

Auditor’s Report 195
Analytics - A “Must have” in Lending 30

Consolidated Financial Statements 200
PaySe - The Digital Wallet 32 Shareholders’ Referencer 254
Board of Directors 34 Segment Information and Ratio Analysis 260
Year at a Glance 37 Glossary 263
Notice of Annual General Meeting 264

Director’s Report 39
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS.

Certain statements in this Annual Report are based on assumptions and expectations of future events and may be considered as forward-looking
statements. Such statements must be reviewed in conjunction with the risks that the Company faces. Although the Management has considered
future risks as part of the discussions, future uncertainties are not limited to the Management perceptions
CHAIRMAN’S
MESSAGE
DEAR
SHAREHOLDERS,
t is with pride I address you
this year. I do so with a
tremendous sense of gratitude
to our company’s employees
across the world. I am
delighted to be the part of this fantastic and
S.M ACHARYA
CHAIRMAN
dynamic organization. The hard work and
customer trust sustained stand testimony to
the team work of our employees.
As I look back on the last decade, we have

witnessed a technological boom that has
changed all areas of life including
professional, personal and social. The
banking and financial services industry has
not escaped the transforming effects of rapid
technological change. What was science
fiction 10 years ago has become science fact
today and, technology has changed the way
we perceive life and interact with each other.
Some members of the banking industry were
reasonably good at adapting and integrating
the technology changes in order to better
serve their customers. There is a significant
number in the industry who failed to keep up
with the pace of change especially after the
financial crisis as its attention was focused
elsewhere.
CHAIRMAN’S MESSAGE 03
On the other side, innovation was becoming a counter the threats while capitalising on these
much reduced priority for the banks, opportunities. The lending and transaction
technology index started to become a game banking landscapes are complex and fast
changer in everyday business. Leveraging the changing. Delivering the products and services
new age technology and exploiting a that customers expect, demands a breadth and
regulatory regime that was, in many areas, depth of functional coverage: breadth, because
quite permissive, Fintech firms began to offer customers have wide ranging needs – from
consumers a totally new way to deal with simple overdrafts to complex leasing
financial solutions – a way that was far simpler, agreements – and depth, because even the
faster and easier than what traditional banks simplest overdraft is becoming increasingly
offered. complex. In transaction banking, the challenge
of gaining the visibility that corporate
By bringing the innovative use of technology treasurers need amid rising levels of volatility, is
into the design and delivery of the financial making a difficult problem even more complex.
services, Fintech firms transformed, and are still Our solutions address these issues for our
transforming. Blockchain, Artificial Intelligence customers. This is recognized and Nucleus is
and robot advisors are just a few examples of sought for its solid experience gained in the
the innovations provided by Fintech firms. realm.
However, there is much more than just
technology and its integration into the banking With unpredictable fast evolving customer
system. The Fintech firms introduced behaviour and rapid advancements in
exceptional customer experiences, specifically technology, digital capabilities are now rapidly
in the most lucrative business areas that were becoming table stakes. Lending is transforming
typically offered by traditional banks. beyond digital and the lenders of tomorrow
must be ready to deliver unique and
TRANSFORMING CUSTOMER’S JOURNEY personalized experiences that customers of
tomorrow will demand. With more than three
With all the noise in the market about decades of lending business domain expertise,
technology – from AI to blockchain – it is easy Nucleus Software is contributing significantly to
to get carried away with the hype. While this revolution in the financial services industry.
technology is clearly important, we need to Nucleus FinnOne Neo Cloud combines the
remember that customers remain at the core of advanced capabilities of the 10 time winner of
financial services. Of course, financial services the world’s best-selling lending solution with
operate in the wider economy and as such, it is cloud based, model specific benefits. The
intrinsically linked to wider economic cycles. solution, which provides end-to-end digital
However, focusing on things that banks can lending capability along with mobile apps and
exert more influence on; I think the biggest readily integrated analytics, has already been
threat and opportunity will come from opening adopted by 25 leading financial services
up of the chance to offer better financial companies in India within the last 21 months.
services. Fintechs pose a large and growing
threat to traditional players. Last year was a But it is more than that – the pace of change of
record year for Fintech investments – with technology, the rise of an ever changing
more than $112 billion invested worldwide. The ecosystems and the regulators are all putting
challenges posed by new regulations such as pressure on financial institutions. Old,
Open Banking, are also significant. But where monolithic, inflexible systems simply can’t cope
some see challenges, others see opportunities. – they are difficult to change, costly to maintain
We are advising our customers on how to and hard to integrate.
NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

04 CHAIRMAN’S MESSAGE
Nucleus solutions eliminate these hi-tech that of our customers’ success. The capability
induced problems while also preparing our that Nucleus has to work on this adaptability
customers for the future. Whether they are and creativity is what our customers recognize
large banks digitising their entire retail lending and look for working with Nucleus. I would like
process end-to-end, or corporate banks to thank our customers for helping us learn with
providing advanced working capital finance them to build a domain expertise essential for
solutions to multinationals or new market transformation. Their continuous support and
entrants disrupting their segment with loans the confidence they have demonstrated in us
approved in minutes, we serve them all. has helped us jointly create value that we are
proud of.
Our solutions deliver the business agility
today’s lenders need to cater to the complex
needs of lending to retail customers as well as
large corporate and small-to-medium Nucleus Software is a company that truly
enterprises (SME) customers. We cover the supports and believes in its people. What
complete loan lifecycle across multiple makes Nucleus stand out is that Nucleus is
channels, including web portal and mobile. We convinced that every single employee has a
are using cutting-edge machine learning and stake in the company’s success. We are very
artificial intelligence capabilities in Nucleus team-driven, and operate in a way that puts
Lending Analytics to enable lenders to make collective goals ahead of individual
faster and more informed loan decisions achievement. In last 3 decades, we have grown
through data visualisation and business insight very quickly, and we continue to succeed
generation. because we are an agile organization that can
rise to any challenge we may face. I am
With all the focus on technology, it can be easy delighted to see that – from leadership to team
to forget that financial services is a ‘people members – everyone at Nucleus is very
business’ – where customers rely on lenders to enthusiastic and fun to work with. We love what
help them achieve their ambitions. And while a we do, and it shows in the strong relationships
lot of attention is being paid to the potential we have built with our customers. I am proud to
negative implications of automation – for be a part of this leading organization and
example, the list of professions that might be pleased to witness that we keep on growing
eliminated by new technology – we need to and keep on delivering great results all around
remember that automation transforms rather the world.
than destroys. Take for example, VisiCalc – the
first spreadsheet software that was launched in
1979. It has been reported that it made
Since our foundation in 1986, we have grown
hundreds of thousands of accounting clerks
steadily, expanding into new markets and new
redundant. In the USA alone there are 400,000
fewer accounting clerks than in 1980 but there countries, building all the time on our
are also 600,000 more jobs for regular values-based approach. While technology
accountants because crunching the numbers continued to evolve continuously throughout
became cheaper, more versatile and more this period, I think we are at an inflection point
powerful and hence the demand went up. – where the combination of advanced
Automation reshaped the workplace then and it technology and business expertise can deliver
continues to do so today. People are very tremendous change. The key factor is in how to
adaptable and they are very creative. People put it to use, how to use it to solve business
are the driving force behind our success and problems for one’s customers. I think we have

CHAIRMAN’S MESSAGE 05
proven ourselves in this regard over the last great opportunities coming in, building of
three decades and things will only accelerate course on our global footprint. We will continue
from here. to focus on our key markets, including India,
South East Asia, the Middle East and Africa, as
We are a global business; with customers in well as our growing markets in Australia and
more than 50 countries around the world. In the Europe. We are also looking at the Americas as
last year, we have seen significant traction in we believe our solutions can help financial
markets all over the world, including Vietnam, institutions in that region capitalise on the
Indonesia, Kenya, the Middle East and India. opportunities emerging in those regions that
The level of engagement from our customers are created by digital disruption.
continues to increase and we have seen some
I would like to thank all our stakeholders, including investors, customers and employees. We look
forward to the continued support of all stakeholders in this journey.
S. M. ACHARYA
CHAIRMAN
Date: April 23, 2019

MD’S
MESSAGE
DEAR
SHAREHOLDERS,
echnology shifts are forcing
business to transform. The
intense increase in
technological capabilities, fast
evolving customer expectations,
growing acceptance of disruptors and rising
VISHNU R DUSAD
MANAGING DIRECTOR
regulatory requirements are creating
tremendous challenges and opportunities.
Financial services firms are totally dependent
on their technology infrastructures and are
forecasted to spend nearly $300 billion per
annum by 2021.
However, it might not be enough, or perhaps

it is not being spent in the right areas,
because Gartner recently reported that by
2030, digitization would make 80% of
heritage financial services irrelevant – either
going out of business, or becoming
commoditized or existing formally but not
competing effectively. Customers, based on
their experiences with big tech companies
are demanding seamless and personalized
experiences in financial services.
Bain & Company’s survey of consumers

across 29 countries revealed that 54% of
respondents trust at least one big tech
company with their money more than banks
in general. New technologies are driving
change and a lot of traditional players face a
choice of either becoming irrelevant or
proactively disrupting their own business
MD’S MESSAGE 07
models to thrive in the future. As dramatic as Among the many initiatives designed to foster
these changes are, the winners will be those innovative entrepreneurship, we launched
companies that leverage the right technology NucTech2018 with the theme of ‘Inspiring Tech
at the right time to deliver what their customers Innovation’. Our experts shared their views of
want. Creativity, expertise and experience will how innovation can help shape the future of
be crucial. In short, we must not forget the finance. A wide range of topics including Deep
pivotal role humans play in this technological Learning, APIs, system architecture and
revolution. immersive experience were covered during
this event. The objective of this event was to
At Nucleus Software, we have a deep share learning and expertise about some of the
understanding of the complex requirements of technologies and trends that are changing our
the banking and financial services industry world. As Nucleus sees it, the promise of
because we have spent more than three technology is to empower people so that we
decades helping some of the world’s most can get closure to our vision of ‘Making
innovative financial services companies Financial Services Access, Easy and Enriching
leverage technology for business results. This worldwide’.
expertise, combined with the technology edge,
enabled us to create FinnOne Neo, the 10-time FINANCIAL HIGHLIGHTS
winner of the world’s best-selling lending
solution, and our ground-breaking transaction In the Financial Year 2018-19 we recorded
banking solution - FinnAxia. I am delighted to annual revenues of Rs. 484.03 crore against Rs.
see our performance during the year. Our 411.81 crore for the previous year. Overall
business has continued to accelerate and revenue in foreign currency including India
Rupee revenue for the year is US$ 70.02
witnessed great traction in the international
Million, against US$ 63.42 Million for the
market. During the year, we signed significant
previous year. Product revenue for the year
deals with leading Banks in Australia, Africa, the
was up and it now represents 79% of total
Middle East and India for our lending and
revenue at Rs. 383.27 crore, against 79% of
transaction banking solutions.
total revenue at Rs 326.09 crore for the
previous year. Our planned expenditure on
As businesses all over the world continue to strategic initiatives in product, marketing and
their digital transformation journeys, our sales and people yielded at 16.3% margins
investment in new technologies has positioned against 14.1% previous year. Consolidated net
us well to deliver more value to our customers. profit after tax (PAT) stood at Rs. 74.54 crore in
We also saw solid traction for our corporate comparison to Rs. 62.55 core in the previous
banking solution – FinnAxia, as there has been year. Earnings per share (EPS) for the year at Rs.
a marked increase in engagement with many 25.67 in comparison to Rs. 20.47 in the
leading banks and other financial institutions previous year. Cash and cash equivalents,
globally. We continue to be delighted by the including investments in various schemes of
rapid growth and adoption of FinnOne Neo mutual funds, fixed maturity plans, fixed
Cloud in the market. We are proud to report deposits with banks, tax free bonds and
that we won awards for the ’Best Cloud preference shares are at Rs. 498.47 crore as on
Lending Solution’ and also the ‘Best Lending 31st March, 2019, as against Rs. 455.90 crore
Technology Implementation of the Year’ at the on 31st March, 2018.
BFSI Innovative Technology Awards 2018. It
demonstrates the tremendous impact that the BOARD CHANGE
combination of innovative technology and
customer-centric business strategies can have Mr. Narayanan Subramaniam joined the Board
on financial services. Innovation is vital for any of Directors of the Company in July 2012 and
technology leader and at Nucleus it is a part of was appointed as an Independent Director at
our DNA. It is essential for sustainable growth. the Annual General Meeting held on July 8,

08 MD’S MESSAGE
2014 for a term of 5 years. Accordingly, the ensuring faster compliance to regulatory
tenure of Mr. Narayanan Subramaniam as an requirements. We demonstrated how banks in
Independent Director of the Company, came to Malaysia can leverage technologies such as
end on 31st March, 2019. Mr. Narayanan artificial intelligence and analytics in payments
Subramaniam, has conveyed his desire not to to enable added security, speed and
seek re-appointment as Independent Director convenience for their corporate customers at
of the Company for a second term. The Board the IDC Financial Insights’ FinTech Innovation
thanked him for his immense contribution and Summit 2018 in Malaysia.
guidance in framing a strategic roadmap of the
company during his tenure. We were invited to present to the board of one
of Malaysia’s largest banks as part of their
DEMONSTRATING EXPERTISE board-level initiative to investigate the future of
technology in banking. In Indonesia, we
WORLDWIDE
presented our views on “Artificial Intelligence
Nucleus Software is a global business and our for Risk Mitigation in an era of Faster Payments”
teams travelled worldwide to demonstrate our at the Asian Banker Future of Finance Summit.
expertise and product offerings during the year. In Africa, our team participated in The New Age
We participated in many leading Industry Banking Summit (NABS 2018) in Lagos, Nigeria.
forums, including Australia, where we We participated in the Seamless East Africa
sponsored the 10th annual Australian Mortgage 2018 and showcased expertise on - How our
Innovation Summit 2019. We presented our solutions can help become the digital
views on “Transforming Lending for Tomorrow - corporate bank of tomorrow – today !
Going Beyond Digital”. Throughout the year we
also hosted a number of roundtable sessions In India, we demonstrated how our market
with industry leaders across a range of leading solution, FinnOne Neo Cloud, is
business segments. In South East Asia (SEA), helping NBFCs and HFCs drive innovation in
we participated in the 8th Innovation and New lending by enabling faster launch of
Technology in Cash Management event hosted personalized products, customer centric loan
by Global Financial Markets Intelligence (GFMI). services, making better credit decisions faster
We conducted an exclusive Masterclass and on-demand scalability at the 5th NBFC100
workshop focused on ”Chasing Digital – A Tech Summit in Mumbai. We also attended the
Digitization Playbook for Wholesale Banking”. 5th Microfinance & NBFCs Exhibition (MiNE
2018) in Kolkata and demonstrated how the use
Also in the Middle East, our team showcased its of advanced technology can help reduce time
digital lending solutions at the Middle East to market, make better credit decisions faster,
Banking Innovation Summit 2018, (MEBIS) and scale up quickly and incorporate data driven
addressed the session on “Transforming insights easily. We hosted an online, interactive
Financial Services Beyond Digital”. We roundtable webinar on ‘Driving Innovation in
presented our views on the evolving nature of lending with cloud’ in association with Dun &
technology at the GCC Smart Government & Bradstreet. We attended the 3rd NBFC100 Tech
Smart Cities conference –a global platform Summit in Delhi, and organized an industry
dedicated to shaping the future of government roundtable, for banks & NBFCs, on ’Lending
in Dubai. We sponsored the 61st RBAP Charter with Analytics & AI: Profitable, Smarter &
Anniversary Symposium 2018 in Philippines. Customer-oriented’ in Mumbai in association
Nucleus team shared expertise on how the with Dun & Bradstreet.
unique combination of advanced lending
technology and cloud can help rural banks in OUR PEOPLE, OUR STRENGTH
the Philippines in providing end-to-end
digitized loan services, making better credit We believe that our people are the foundation
decisions faster, quickly scaling operations and of our success. We focus on developing an

MD’S MESSAGE 09
ecosystem that attracts and inspires excellence draw. Nucleus Software realized that this is
in people. At Nucleus, over 2000 people are where we need to provide help to both women
working together towards one goal. Our key employee and men, many of whom have
priority is to help them progress their careers working wives. With this thought, we opened
according to their individual aspirations and an in-house crèche for our employees so that
potential. Their development contributes to the they can take care of their kids while they are at
success of our business every day. Promoting work. As a result we are seeing that mothers
organizational learning is one of the key focus are coming back to work more confidently.
areas where we create a learning environment
so that our people can continuously learn and To ensure a healthy work-life balance, Nucleus
acquire new competencies every day. Software provides health center facilities such
as Nirvana (our gym), team skills development
Our core values of Integrity, Respect, Result through adventure trips, games and events like
Orientation, Innovation and Collaboration are NucOuting, an outbound trip, Nucleus Premiere
interwoven into every commitment we make to League a month-long cricket tournament,
our customers, our investors, our associates NucDay annual company day festival, festive
and our society. We are the pioneers in building celebrations across the geographies.
'The Global No.1' Lending product, and also
ensuring an enduring relationship with GRATITUDE
everyone. We are passionate about doing
things right; it is our way of life. Diversity and With over 150 customers in 50 countries
inclusiveness of people and perspective, globally, our business will continue to have a
empower us in the global marketplace. Our sense of purpose while we help to make our
global work force is passionate, innovative and world a better place. Whether it is helping the
committed to delivering value to the diverse two billion people that are unbanked to access
customer base. Our highly collaborative and banking services, or helping our customers in
warm culture makes Nucleus Software a ‘Great the banking and finance space, we will
Place to Work’. Recently, an internal survey continue to provide equal opportunity for all
showed the biggest concern among women and create an environment that promotes
employees was a lack of infrastructure for human endeavor and assists our people to
working mothers. The daycare facility is a huge achieve their aspirations.
Lastly, I would like to thank our customers, our team members and our shareholders for their
continuous support and I assure them of our best efforts.
VISHNU R DUSAD
Managing Director

CEO’S
MESSAGE
DEAR
SHAREHOLDERS,
irstly, I would like to thank
you for your confidence and
trust in Nucleus Software.
I am delighted to report that
we have ended the year in a
very strong position which is a testament to
RP SINGH
CHIEF EXECUTIVE OFFICER
the dedication and talent of all our people
and our ability to consistently execute at a
very high standard.
We gained new customers and signed new

deals with existing customers in many places
including Australia, South East Asia, The
Middle East, Europe and India. This success
demonstrates the strength of our value
proposition in the global arena.
Our customers are looking for a partner who

can address their digital transformation
agenda, both in terms of technology and
business expertise. With the leading lending
and transaction banking solutions in the
market, we are the preferred vendor of
choice for the world’s most innovative banks
and financial institutions.
CEO’S MESSAGE 11
TRANSFORMATION AGENDA combined this expertise with advanced
technology to create FinnOne Neo, the 10 time
While many banks have begun their winner world’s best-selling lending solution,
transformation journey to better align with their and FinnAxia – an integrated global transaction
customers’ expectations, a significant banking solution used by banks worldwide. Our
percentage haven’t been able to capitalize on relentless focus on helping our customers gain
their investment and realize the true potential the maximum return from their investment in
of technologies such as digital and analytics. technology has been applied to our solutions
Moreover, offering digitized, automated and and we are proud of the results that our
multi-channel solutions will soon become ‘table customers are seeing.
stakes’, indeed in some markets it already has.
As products and services become more
THE POWER OF PEOPLE
commoditized, customers are looking for
personalized experiences and banks need to ‘’People make things happen. People define
stay ahead of the curve. In the future, it is our destiny’’
possible, perhaps likely, that there will be no
direct interaction between customers and The wealth of Nucleus Software lies in our
banks as their requests for finance will be people (Nucleites). Working together as one
handled by digital assistants and bots— team, united with a common purpose, our
operating completely autonomously. people are the driving force behind our
success and growth for over three decades.
Today, things such as analyzing consumer Our people are not merely employees, they are
behavior to identify a new type of loan product, part of our family. We celebrate each
offering a tailored experience, taking finance to accomplishment and face each challenge
customers’ doorsteps and plugging lending collectively and that is the foundation of the
into the evolving purchase cycle for a seamless Nucleus difference.
experience have all been facilitated by
analytics and AI. On the corporate banking I believe creating an environment conducive
side, sleek and efficient offerings around for continuous learning is an imperative for any
payments, foreign exchange, advanced organization. This year our investment in
analytics, and supply chain finance are Learning and Development was focused on 2
redefining service, creating lucrative niches, fronts. The first was to bring a large repository
and extending corporate banking activities of eLearning content for Nucleites. It was
from the corporates to the small-business awesome to see record-breaking adoption of
segment. To make this possible it is vital to the same. The second was into Leadership
leverage the capabilities of API driven Development programs both in-house and
integration, and process huge transaction external including engagements with Indian
volumes at machine speed. and Global Institutions. To motivate teams to
embrace learning, we introduced certain
Lenders Banks must be able to launch new courses as pre-requisite for growth.
products in minutes, anticipate customer needs
before they even express them and be agile Our teams are lean and agile, bringing a
enough to align very quickly to market needs. collaborative and experimentation mindset to
At Nucleus Software, we have a deep their way of working – heralding the new work
understanding of the complex requirements of culture that is inspiring even our customer
the banking and financial services industry organizations to evolve faster. I am delighted to
because we have spent more than three report that Nucleus Software has been Great
decades helping some of the world’s most Place to Work-Certified™. This is a testament to
innovative financial services companies our journey towards building and sustaining a
leverage technology for business results. We High-Trust, High-Performance Culture I know

12 CEO’S MESSAGE
that we will continue to make great strides and Machine Learning, Image Processing, Virtual
we will keep raising the bar for ourselves. Reality, Facial Recognition etc.
TECHNOLOGY IS CHANGING EVERYTHING CUSTOMERS ARE AT OUR HEART

Technology is more than just another tool, it is Customers are at the heart of our strategy, the
foundational to every business’ strategy. We focus of our vision, and one of our values.
say this because we’ve seen how the right Whether they are large banks or financial
solutions, such as those we provide, make institutions digitising their entire lending
customers more competitive, more profitable process end-to-end, corporate banks providing
and more agile. The adoption of cloud advanced working capital finance solutions to
technology has been accelerating dramatically. multinationals or new market entrants
According to McKinsey, the expenditure on disrupting their segment with loans approved
cloud infrastructure is expected to grow at in minutes, we serve them all. Our solutions
more than six times in comparison to other IT deliver the agility today’s lenders need to cater
infrastructures by 2020. The financial services to the complex needs of lending to retail
industry is also realising the benefits that cloud customers as well as large corporates and
brings. We designed FinnOne Neo Cloud to small-to-medium enterprises. We cover the
help Non-Banking Finance Companies and complete loan lifecycle across multiple
Housing Finance Companies deliver channels, including web portal and mobile. We
tomorrow’s digital lending, today. are using cutting-edge machine learning and
artificial intelligence capabilities in Nucleus
With our solution, our customers can offer Lending Analytics to enable lenders to make
mortgage loan approvals virtually on the spot, faster and more informed loan decisions
extend credit profitably to people with informal through data visualisation and business insight
income, provide end-to-end loan services on generation.
mobile, expand into new lines of business
quickly and handle large volume of loans cost We know that our growth is dependent on
effectively. The market is seeing the benefits ensuring that our customers are successful,
that FinnOne Neo Cloud brings and as a result and we are privileged to help some of the
we have gained tremendous traction since we world’s most innovative organisations deliver
launched it two years ago. outstanding service to millions of customers
every day. We have earned this honour by
Nucleus Software is a technology and helping our customers transform their lending
innovation driven organization. In our pursuit to and transaction banking businesses –
be in alignment with the latest trends in the dramatically lowering their total cost of
technology, we are collaborating with the ownership, radically improving their time to
premier institutes in India and abroad. We are market with innovative products and delivering
collaborating with IISc to increase automation a secure, scalable and highly available
infrastructure to underpin their business. Today,
and improve efficiency while transforming
our customers in 50 countries are leveraging
legacy systems. Our leadership and technology
our experience, commitment, innovation and
teams have also been actively participating in
vision to drive their business forward and keep
industry-leading conferences including those
their competitive edge. We believe that our
at Massachusetts Institute of Technology to
specialisation and focus on lending and
track the upcoming and future trends in transaction banking when combined with our
technology in general and for financial services relentless focus on customer success is the
in particular. We celebrated the spirit of foundation of our success. However, what truly
Innovation over a one week Innovation Festival sets us apart is our values-based approach
where our team showcased their work in the focus on long-term partnership with our
area of Artificial Intelligence, customers.

CEO’S MESSAGE 13
SOCIAL RESPONSIBILITY motivational engagement activities such as
Teacher’s day, teacher fellowship program,
At Nucleus Software, we strongly believe that children's day, sports day and much more. I am
companies should act as a force for positive happy to share that students going through the
change in the societies in which they operate. NSF program have shown a sharp increase in
Through the Nucleus Software Foundation we their midline and end line results.
run a number of initiatives designed to help
improve the lives of people in the community
TO CONCLUDE...
around us. Our employees share our passion
for helping and the Nucleus Software As a company, our pursuit to make an impact in
Foundation helps channel their efforts and all walks of life continues, and I want to thank
contributions to maximize the impact. you – our employees, our customers, our
partners and our stakeholders, for continuing to
Incorporated in 2014, the mission of Nucleus place your trust in us. We are honoured by your
Foundation is to improve educational trust, it is a driving force and it makes us want to
outcomes for children at primary level in do our best in these exciting times. As we move
government schools and affordable private into the next financial year, I would like to
schools, through the use of innovative, easy to convey my gratitude to all our customers for
use technology. We know that children learn giving us the opportunity to support them, for
best when they are engaged with the subject trusting us with their business, year after year
matter and hence we use digital technologies and decade after decade. I would also like to
to build that engagement. We partnered with convey my compliments to all Nucleites for
CG Slate to deliver digital education content for their dedication to the cause of serving our
class I to V. customers and putting their hearts and souls
into it.
We feel that technology will help teachers to
teach more effectively and cover a larger I would also like to highlight the fact that we
number of children. In this context, we must remain constantly vigilant. If we do not
launched NSF Hybrid Learning Program, the remain vigilant. We must not be complacent.
only program which is focused on delivering We must not allow ourselves to stray away from
quality education through a mix of TLM and our core principles, not even for a second. It is
TAB based intervention. Nucleus Foundation through eternal vigilance that we have built a
worked with 15 government schools in Noida, track record of constantly delivering value to
16 schools in Uttarakhand, 40 exploration our customer. We have done this for over three
schools in Greater Noida, 3 NGO aided decades and we will continue to do it long into
schools. We also organized various the future.
Finally, I would like to convey my thanks to all the shareholders, partners, and all the other
stakeholders, including the society at large, for enabling us to be a worthy corporate citizen.
R P SINGH
Chief Executive Officer

WE ARE A PEOPLE
COMPANY
uccess in business depends on many factors but without
talented, passionate and committed people long term
success is impossible. At Nucleus we are fortunate – we
have today, and have always had, a tremendous team.
We strive to create an environment that nurtures their
tale, fuels their passion and rewards their commitment and that’s why we
believe we are more than just a collection of people, we are a family.
In fact, 46% of our team have been with the company for more than 3
years, 35% for more than 5 years and over 300 Nucleites have been with
us for 10 years or more. Our CEO, RP Singh, is a wonderful example of
this – his journey since joining the company 3 decades ago to leading
today speaks volumes about our unique approach.
TRANSFORMING FINANCIAL SERVICES - POWERED BY PEOPLE. DRIVEN BY VALUES
15
“As we continue to grow, we must remain as responsive to our
people, as we are to our customers”
Even when team members do leave, we believe that it is not “goodbye

forever” but instead “farewell until we meet again”, and in the past year 14
ex-Nucleites have returned to the Nucleus family.
46% 300
of our employees Nucleites have
have been with the been a part of
company for more than Nucleus family for
3 years 35% 10 years
of our employees
or more
have been with us for
more than
5 years

DEFINING THE HEART
OF OUR COMPANY-
OUR VALUES
he last few years has seen many changes in the way we
go about our business. We changed the way we sell, we
changed the way we implement and we changed the
way we structure ourselves for the market. Our people
are what makes Nucleus Software successful. Passionate
people who live and breathe our values every day, who delight our
customers every day and go above and beyond every day.
We believe that having the right people, and empowering them to

succeed is the absolute key to success. We are guided by values which
define our priorities. Values give a meaning and a purpose to our
existence and they are an integral part of our organization. We are
winners, who dream big, never give up and try to find better ways of
doing things. We believe in talking to each other with extreme sensitivity,
appreciating both our cultural differences and our shared passion for
success.
DEFINING THE HEART OF OUR COMPANY; VALUES 17
“We are guided by values which define our priorities. Values

give a meaning and a purpose to our existence and they are an
integral part of our organization”
We believe that we need to be courageous, and that we should to take the

right decision however difficult the decision might be, even if we are the only
people with that idea or thought. We believe in sharing knowledge and
collaborating with teams across Nucleus in the best interest of business.
• INTEGRITY - Courage to do the right thing

• RESPECT - Treat others as we expect to be treated
• RESULT ORIENTATION - Deliver as committed
• COLLABORATION - Leveraging cross functional team strengths to
deliver business value
• INNOVATION - Something new or better in everything we do to deliver
better value

THE CULTURE WE
LIVE IN
company’s culture is the personality of the company.
We believe that we should do more than help our
customers succeed. We believe that the way in which we
help them succeed is vitally important. We want our
customers to be part of our “Nucleus Family”. We want
our customers to enjoy their relationship with us, to have fun working
with us. We want our customers to see us an extension of their business,
to view us as partners in helping them succeed.
Our culture is powered by our values, and as such is a key part of our
success. Long term success is based on innovation and responsiveness
to our customers’ concerns. These corporate cultural advantages show
that we have what it takes to maintain our market position, based on
satisfying needs in the financial services industry.
THE CULTURE WE LIVE IN 19
“For our people we strive to ensure that life at Nucleus can be

described in one word – and that word is AWESOME”
For our people we strive to ensure that life at Nucleus can be described
in one word – and that word is AWESOME ! We seek to create a life-long
learning environment with a mixture of development avenues to help our
people learn, grow and develop – both personally and professionally.
We are always eager to learn new things, collaborate with new people
and explore new possibilities. We provide our people with activities and
initiatives that support talent tracking and management, promote
diversity and inclusion and improve employee satisfaction.

CONTINUOUS
LEARNING
he pace of change is accelerating – ten years ago Uber,
the iPad, Instagram interactive speakers like Amazon
Echo didn’t exist. Continuous learning is vital to adapt to
rapid changes. We encourage our people to focus on
their own development, to enhance their skills and take
charge of their future careers. We also invest in our people with a range
of initiatives, including technology and management courses in premier
institutes across the world such as the IIMs, Harvard Business School,
INSEAD, Wharton School of Business, Stanford Graduate School of
Business and many others. This is an integral part of our professional
development activities.
During the year, we announced a range of new policies, initiatives and

programs for our employees. We also leverage technology to help our
people improve their skills. For example we recently launched our
learning platform iLearn in association with Skillsoft.
CONTINUOUS LEARNING 21
“Adoption of the iLearn platform has been strong, with around

1,800 Nucleites completing 20,616 courses on the platform in
one year”
This platform enables learning at a time and a pace that suits individual
needs. It uses an innovative approach to drive engagement and we were
proud when SkillSoft Corporation recently awarded us with the “Best
Debut” Award in its Annual Awards Event in Mumbai. There were around
50 contenders in the category.
This award recognizes and distinguishes the organization which has

recently implemented Skillsoft solutions, witnessed measurable impact
and unlocked the desired outcomes. Adoption of the iLearn platform has
been strong, with around 1,800 Nucleites completing 20,616 courses on
the platform in one year. These programs have also been blended with
our internal classroom programs to make them more effective.

STRATEGIC
INITIATIVES
oday, our customers in 50 countries are leveraging our
experience, commitment, innovation and vision to help
them drive their businesses forward. We believe that our
specialisation and focus on lending and transaction
banking when combined with our relentless focus on
customer success is the foundations of our growth. However, what truly
sets us apart is our values-based approach focused on building and
maintaining long-term partnerships with our customers. We are very
proud to work as a key technology partner with some of the world’s
leading financial institutions, helping them shape the future of finance.
We know that our customers’ needs constantly evolve and that’s why we
continuously enhance our offerings. During the year, we have launched
a number of key strategic initiatives to help our customers enhance
efficiency, meet growing customer demands and address new growth
opportunities.
STRATEGIC INITIATIVES 23
“During the year, we have launched a number of key strategic

initiatives to help our customers enhance efficiency, meet
growing customer demands and address new growth
opportunities”
Taking advantage of rapidly advancing technology and growing demands

from consumers for digital interactions, a number of disruptors have carved
out niches in financial services. Just like other industries disrupted by new
technology, many leading banks were initially quite indifferent to the
challenge. However, this has given way to recognition of the need to change.
Digital has become a fundamental theme for almost every transformation
project.
Today, our customers in 50 countries are leveraging our experience,

commitment, innovation and vision to help them drive their businesses
forward. We believe that our specialisation and focus on lending and
transaction banking when combined with our relentless focus on customer
success is the foundations of our success. However, what truly sets us apart
is our values-based approach focused on building and maintaining long-term
partnerships with our customers. We are very proud to work as a key
technology partner with some of the world’s leading financial institutions,
helping them shape the future of finance.
We know that our customers’ needs constantly evolve and that’s why we
continuously enhance our offerings. During the year, we have launched a
number of key strategic initiatives to help our customers enhance efficiency,
meet growing customer demands and address new growth opportunities.
FINNONE NEO HAS BEEN RECOGNIZED AS THE BEST

SELLING LENDING SOLUTION IN THE INDIAN DOMESTIC
SALES LEAGUE TABLE 2019 BY IBS INTELLIGENCE

FINNONE NEO CLOUD
Transforming Lending
usinesses all over the world are taking advantage of the

tremendous benefits that cloud technology brings. In fact,
the global market for cloud computing is expected to
grow from $272 billion in 2018 to $623 billion by 2023,
according to an industry report. The cloud market in India
is also expanding quickly and expected to grow to $7.1 billion by 2022,
according to NASSCOM. The financial services industry, powered as it is
by IT, is rapidly adopting cloud technology. The disruptive wave of digital
transformation that is sweeping the financial services segment draws a
lot of its power from the cloud.
FinTechs are founded on the unique combination of advancements in

technology and innovative business models. As start-ups, the FinTech
companies have benefitted greatly from the agility, flexibility, modularity,
scalability, security and cost optimisation offered by cloud technology.
We gained over 25 new customers for our revolutionary cloud lending
solution - FinnOne Neo Cloud, since the launch of this solution. Leading
Non-Banking Finance Companies (NBFCs) and Housing Finance
FINNONE NEO CLOUD - TRANSFORMING LENDING 25
“Our extensive experience combined with the strength of our

innovative solutions, is enabling NBFCs and HFCs to deliver
tomorrow’s digital lending - today”
Companies (HFCs) across a wide range of industry sectors have selected the
solution to power their innovative businesses. Operating in a crowded
market with entrenched competition these companies have grown
tremendously by offering innovative products and compelling customer
experiences. Many leading NBFCs have selected FinnOne Neo Cloud to
power their innovative businesses, including Esskay Fincorp, Finova Capital,
TAB Capital, Sai Point Finance, Essel Home Loans, Manappuram Home
Finance Limited, Manappuram Finance Limited and Shubham Housing
Development Finance Company.
Our extensive experience combined with the strength of our innovative

solutions, is enabling NBFCs and HFCs to deliver tomorrow’s digital lending
- today. FinnOne Neo Cloud has enabled our customers to offer on-the-spot
mortgage loan approvals, extend credit profitably to people with informal
income, provide end-to-end loan services on mobile, expand easily into new
lines of business quickly and handle large volume of loans cost effectively.
Deployed in the cloud, the solution is powered by the best-selling lending

solution in India in 2018 (IBS Sales League Table 2019). It also won the “Best
Lending Technology Implementation of the Year" award at the BFSI
Innovative Technology Awards 2018 for its record setting, 4-day
implementation at Sai Point Finance. We were delighted to win the award for
‘Best Cloud Lending Solution’. We are proud to be recognised with these
prestigious awards, which demonstrate the tremendous impact that the
combination of innovative technology and customer centric business
strategies can have on financial services.
FINNONE NEO WINS THE ‘BEST CLOUD LENDING

SOLUTION’ AWARD BY IBS INTELLIGENCE

AN INNOVATIVE
SOLUTION
FinnAxia FarEdge
s a leader in the financial technology space, Nucleus
Software has always focused on product innovation with
a passion for perfection and a relentless commitment to
deliver best-in-class products to corporate banks globally.
This has, in turn, helped our customers respond faster to
the changing market dynamics and capture new business opportunities
as and when they arrive. FinnAxia empowers financial institutions
establish and maintain a market-leading presence through the flexible,
speedy and efficient execution of transaction banking processes.
Digitization is transforming financial services worldwide but has also

made financial services more vulnerable to payments frauds. Billions of
dollars are lost every year to online payment fraud, partly as a result of
the increased number of potential vulnerabilities brought about through
the use of online and mobile channels. Advanced analytical tools with
built-in artificial intelligence capabilities can enable financial institutions
to capture duplicate, erroneous and suspicious transactions swiftly.
Potential instances of fraud can be intercepted and stopped before they
AN INNOVATIVE SOLUTION - FINNAXIA FAREDGE 27
“FarEdge enables banks to extract, analyze, interpret and

transform their business data in order to detect fraudulent and
dual transactions early and proactively act on it”
happen, thereby increasing the effectiveness of fraud monitoring programs.

Also, with fintechs gaining ground over traditional banks by providing
specialized solutions with superior digital capabilities, banks need to
become more customer-centric in order to maintain a central role in their
customers’ financial management and transactions. Disruptive technologies
such as AI have the potential to help banks by not only making their
processes better, faster and cheaper, but when combined with advanced
analytics, by delivering insight into what customers are doing today and what
they are likely to do tomorrow – turning reams of data into actionable
intelligence that can be applied to continuously improve business
processes.
FinnAxia Global Payments comes with an AI-based fraud management tool

named FarEdge which uses a mix of artificial intelligence and advanced
analytics to help banks deliver a secure and enhanced experience to their
corporate customers. The tool enables banks to extract, analyze, interpret
and transform their business data in order to detect fraudulent and dual
transactions early and proactively act on it.
The highly interactive analytics solution can simultaneously integrate with

multiple applications at the same time through synchronous and
asynchronous channels. The solution has the capability of processing bulk
transactions swiftly by maintaining a separate data warehouse and being
loosely coupled from the main business application. It also comes with the
provision of indexed based search for fast and effective searches.
NUCLEUS WON THE SPECIALTY PARTNER OF THE YEAR

AWARD AT AWS PARTNER SUMMIT 2018

DRIVING INNOVATION
IN LENDING
ver the last two decades, Nucleus Software’s flagship
lending solution had the honor of being recognized 10
times as the “World’s Best Selling Lending Banking System”
for new named customer deals by IBS Intelligence in their
annual Sales League Table. Over this period, the solution has seen
numerous functional enhancements and technology improvements
while also adding Lending Mobility, Cloud and Lending Analytics to its
comprehensive portfolio.
The platform’s wide usage is evident from the fact that 300,000 business
users login on it every day to support more than $200bn in loan book
value and one loan is booked every second, somewhere across the
globe, on this platform. FinnOne Neo has been recognized as the
“Leader in the Lending Systems Category in the Indian Domestic Sales
League Table 2019” and secured “second position in the Lending
Systems Category in the Global Sales League Table 2019” released by
IBS Intelligence. Designed to meet the challenges of delivering agile and
efficient lending while reducing the cost of operations, FinnOne Neo
DRIVING INNOVATION IN LENDING 29
“FinnOne Neo has been recognized as the “Leader in the

Lending Systems Category in the Indian Domestic Sales League
Table 2019. Also secured “2nd position in the above Category in
the Global Sales League Table 2019” by IBS Intelligence”
supports both cloud and on-premise deployment models. With its

comprehensive set of offerings. FinnOne Neo also enables lenders to
digitize their document management and provide a seamless lending
experience to their customers on mobile and web portal. FinnOne Neo also
includes a specialized mobile based solution for the microfinance business.
With an aim to make the benefits of advanced technology available to the
microfinance sector, during the year Nucleus Software launched FinnOne
Neo mFin, a specialized microfinance solution for micro lenders. This
innovative solution will be another important step towards fulfilling our vision
of making financial services more accessible.
FinnOne Neo mFin is designed to ensure that microfinance companies can

perform paperless data sourcing, real time application submission, instant
verification, and provide credit grading on a single mobile application. The
solution helps microfinance companies make loan decisions faster, while
streamlining customer on-boarding and reducing operating costs. FinnOne
Neo mFin has a wide range of unique features including the pre-population
of application data, seamless integration with credit bureaus, support for
group lending, geo tagging, image capture/upload and role based
dashboards. The solution makes full use of India digital stack to deliver a
seamless, end to end digital lending experience.
This is a step further in our long term strategy of using technology to make a
100 rupee loan possible, a strategy we first discussed in 2005. With this
solution, Financial Institutions operating in the microfinance market can use
our digital capabilities to reach more customers in more places. In short, this
solution will help microfinance companies bring advanced banking services
to all people, regardless of location or income level. Building on our success,
our lending mobility solutions is now processing over 50 million transactions
worth more than $13 billion across our customer base.
FINNONE NEO WINS THE ‘BEST LENDING TECHNOLOGY

IMPLEMENTATION’ AWARD AT THE BFSI
LEADERSHIP AWARDS 2018

ANALYTICS
A “Must Have” in Lending
or three decades, Nucleus Software has been helping

some of the world’s most innovative financial institutions
leverage technology to achieve their business ambitions.
Whether they are large banks digitising their entire retail
lending process end-to-end, corporate banks providing
advanced working capital finance solutions to multinationals or new
market entrants disrupting their segment with loans approved in minutes,
we serve them all. Nucleus FinnOne Neo have been designed with these
issues in mind.
The system primarily supports the building blocks of decision making

processes – rules and policy engines ensure that fine-grained business
rules can be embedded in the system, sophisticated workflow and
escalation systems ensure that exceptions can be handled and
advanced analytics engines ensure that the consequences of decisions
can be modeled in real-time. Not only does this ensure that the “right”
decision is taken, it ensures that it is taken “every time”, regardless of
how the customer interacts with the lender – whether in the branch, on
ANALYTICS - A “MUST HAVE” IN LENDING 31
“We are using cutting-edge machine learning and artificial

intelligence capabilities in Nucleus Lending Analytics to enable
lenders to make faster and more informed loan decisions
through data visualisation and business insight generation”
the phone, via a loan market place, through a mobile app or via an interactive
chat with an AI. This ensures that customers get the same, high quality
service experience at every point of presence and every moment of truth. It’s
a bit like every customer meeting with the best staff member, the staff
member that knows the bank’s products intimately and has the best
interpersonal skills, and even better, this staff member never makes a
mistake, never sleeps and can handle a virtually unlimited number of
customers at the same time. Humans make decisions. Machines make
decisions faster. Humans make mistakes. Machines make mistakes faster.
Our solutions deliver the business agility today’s lenders need to cater to the
complex needs of lending to retail customers as well as large corporate and
small-to-medium enterprises (SME) customers. We cover the complete loan
lifecycle across multiple channels, including web portal and mobile. We are
using cutting-edge machine learning and artificial intelligence capabilities in
Nucleus Lending Analytics to enable lenders to make faster and more
informed loan decisions through data visualisation and business insight
generation.
During the year, one of India’s leading Non-banking finance companies

(NBFC) has used the machine learning capabilities of Nucleus Lending
Analytics to build statistical scorecards, which have improved their credit
decisioning processes. Their business teams are using the platform for data
analysis, model building and validation. This resulted in 23% reduction in
Non-Performing Loans (NPLs) by identifying the worst 31% of the bad loans.
The company also witnessed 96% average good rate in identifying the top
40% of their loan portfolio, ranked by credit score, using the new scorecards.
Accurate identification of top 20% of loan applications enabled the company
to automate decision making for such cases, resulting in higher efficiency
and increased capacity for underwriting.
FINNONE NEO CLOUD WINS THE ‘BEST CLOUD LENDING

SOLUTION’ AWARD AT THE BFSI LEADERSHIP
AWARDS 2018

PAYSE
The Digital Wallet
aySe, the digital wallet from Nucleus Software is India’s

first offline payment solution and is designed to disrupt
the card payment market. Traditional card-based
payments are based on a hub and spoke methodology
and hence are focused mostly on the connected and
banked population of the world. PaySe offline payment solutions are
targeted at customers and merchants in the rural and semi urban areas
where mobile data connectivity is still a challenge. The simplicity of the
solution infrastructure which consists of a POS terminal and a Mifare card
makes it an ideal payment solution for rural consumers where apart from
challenges in data connectivity smart phones are not prevalent.
During the year, PaySe payment solutions have been enhanced with
online mobile payment capabilities thus making PaySe an ideal payment
solution for both the connected and non-connected world.
The Government of India has launched a massive program to move the
country from a cash based economy to a digital economy and PaySe will
play an important role as it is primarily focusing on the rural and semi
PAYSE - THE DIGITAL WALLET 33
“PaySe also introduced Utility Bill payment service through

mobile application in association with BBPS (Bharat Bill Payment
System”
urban economy a segment which most wallet players tend to ignore.

PaySe has been rolled out in Fatehabad district of Haryana to digitize
micro-savings and loan repayments for HSRLM (Haryana State Rural
Livelihood Mission). It has covered more than 50 villages under this initiative.
Along with SRLM initiative, PaySe has also found favour with consumers to
make payments for their daily purchases in the village and for LPG and PDS
payments.
In addition, PaySe also introduced mobile, DTH and data card recharge
services through mobile application. Along with host of features like Split
Payments which is used as record keeping for payments done by friends,
PaySe also introduced Utility Bill payment service through mobile application
in association with BBPS (Bharat Bill Payment System). PaySe is offering
these services as an agent institution of BBPOU (Bharat Bill Pay Operating
Unit).
In keeping with the UGC guidelines advising colleges and universities to

move towards a less cash economy Nucleus is focusing on the colleges and
universities to make their campuses cashless campuses by enabling digital
payments for all financial transactions in the campus and extending the same
to transactions around the campus.
NUCLEUS WINS THE ‘BEST LENDING TECHNOLOGY

IMPLEMENTATION OF THE YEAR’ AWARD AT THE
BFSI INNOVATIVE TECHNOLOGY AWARDS 2018

BOARD
OF DIRECTORS
MR. S.M. ACHARYA MR. VISHNU R DUSAD

CHAIRMAN, MANAGING DIRECTOR
NON - EXECUTIVE
INDEPENDENT DIRECTOR
MR RP SINGH MR. PRITHVI HALDEA

EXECUTIVE DIRECTOR NON - EXECUTIVE
& CEO INDEPENDENT DIRECTOR
PROF. TRILOCHAN SASTRY MRS. ELAINE MATHIAS

NON - EXECUTIVE NON - EXECUTIVE
INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR
MS. RITIKA DUSAD

NON - EXECUTIVE
DIRECTOR

35
Board of Directors Board Committees

Mr. S. M. Acharya Audit Committee
Chairman, • Mrs. Elaine Mathias, Committee Chairman
Non-Executive, Independent Director • Mr. S. M. Acharya
• Mr. Prithvi Haldea
Mr. Vishnu R Dusad • Prof. Trilochan Sastry
Managing Director
Nomination & Remuneration / Compensation Committee
Mr. R P Singh • Mr. Prithvi Haldea, Committee Chairman
Executive Director & CEO • Mrs. Elaine Mathias
• Prof. Trilochan Sastry
Ms. Ritika Dusad
Non-Executive Director Stakeholder Relationship Committee
• Mr. Prithvi Haldea, Committee Chairman
Mr. Prithvi Haldea • Mr. Vishnu R Dusad
Non-Executive, Independent Director • Prof. Trilochan Sastry
Mrs. Elaine Mathias Corporate Social Responsibility Committee

Non-Executive, Independent Director • Prof. Trilochan Sastry, Committee Chairman
• Mr. Vishnu R Dusad
Prof. Trilochan Sastry • Mr. S. M. Acharya
Non-Executive, Independent Director • Mr. Prithvi Haldea
Offices
Registered Office
Nucleus Software Exports Ltd.
CIN : L74899DL1989PLC034594
33-35 Thyagraj Nagar Market, New Delhi - 110 003, India
Tel: +91 - 11 - 24627552. Fax: +91 - 11 - 24620872
Corporate Office
A-39, Sector 62, NOIDA, UP-201 307, INDIA
Tel: +91-120-4031400. Fax: +91-120-4031672
Email: investorrelations@nucleussoftware.com
Website: www.nucleussoftware.com

36
Graphical Representation
Revenue (in ` crore) Operating Profit (EBITDA) (in ` crore)
78.74
484.03
346.22
411.81
372.39
65.31
348.70
353.14
58.18
53.33
30.19
FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019
Profit Before Tax (PBT) (in ` crore) Profit After Tax (PAT) (in ` crore)
74.54
96.29
66.16
64.71
86.65
79.86
74.25
62.55
43.88
32.47
Earning Per Share (in `) Net Worth (in ` crore)

534.96
25.67
508.55
463.65
461.30
20.47
19.98
20.43
438.37
10.03

37
Years at a Glance
(All figures in ` crore, except per share data)

Consolidated Performance
For the Year Ended March 31, 2019 2018 2017 2016 2015
Revenue from Operations 484.03 411.81 372.39 348.70 353.14
Operating Profit (EBITDA) 78.74 58.18 53.33 30.19 65.31
Depreciation & Amortization 9.93 7.04 11.22 12.22 11.97
Other Income (inclusive of foreign exchange 27.48 28.72 32.14 25.91 33.31
gain/loss)
Tax expense 21.75 17.31 8.09 11.41 21.94
Profit After Tax (PAT) 74.54 62.55 66.16 32.47 64.71
EBITDA as a % of Revenue from Operations 16.27 14.13 14.32 8.66 18.49
PAT as a % of Revenue from Operations 15.40 15.19 17.77 9.31 18.32
Return on Average Capital Employed (PBIT/Average 19.86 16.03 14.87 9.73 20.75
Capital Employed) (%)
Return on Average Networth (%) 15.37 12.56 13.25 7.20 15.49
As at March 31, 2019 2018 2017 2016 2015
Share Capital 29.04 29.04 32.39 32.39 32.39
Other Equity 479.51 432.26 502.57 431.26 405.98
Net Worth 508.55 461.30 534.96 463.65 438.37
Property, Plant and equipment and Other 46.52 45.17 45.11 52.42 58.95
intangible assets
Cash & Cash Equivalents including Current 259.00 214.97 300.36 247.38 281.25
Investments
Working Capital 190.73 140.25 256.34 242.43 294.68
No. of Shares (Face Value of Rs.10.00) 29,040,724 29,040,724 32,383,724 32,383,724 32,383,724
Market Capitalisation 987.09 1164.10 797.29 626.14 547.61
No. of Shareholders 16,446 14,856 18,951 17,257 16,589
Per Share data

Earning Per Share (in `) 25.67 20.47 20.43 10.03 19.98
Dividend Per Share (in `) 9.00 8.00 5.00 5.00 5.00
Book Value Per Share (in ` ) 175.12 158.85 165.19 143.17 135.37
Notes:
1. While calculating figures of group, intergroup transactions have been ignored
2. Previous year figures have been regrouped/reclassified wherever necessary
3. The Company has adopted Indian Accounting Standards (Ind-AS) with effect from April 1, 2017. Consequently the results for the year
ended March 31, 2017 have been restated to comply with Ind-AS to make them comparable

38
Years at a Glance
(All figures in USD’000 except per share data)

Consolidated Performance
For the Year Ended March 31, 2019 2018 2017 2016 2015
Revenue from Operations 70,015 63,424 55,135 53,367 57,087
Operating Profit (EBITDA) 11,390 8,960 7,896 4,621 10,558
Depreciation & Amortization 1,436 1,084 1,661 1,871 1,935
Other Income (inclusive of foreign exchange 3,975 4,423 4,759 3,965 5,385
gain/loss)
Tax Expense 3,146 2,666 1,198 1,746 3,547
Profit After Tax (PAT) 10,782 9,633 9,795 4,969 10,461
EBITDA as a % of Revenue from Operations 16.27 14.13 14.32 8.66 18.49
PAT as a % of Revenue from Operations 15.40 15.19 17.77 9.31 18.32
Return on Average Capital Employed 19.86 16.03 14.87 9.73 20.75
(PBIT/Average Capital Employed) (%)
Return on Average Networth (%) 15.37 12.56 13.25 7.20 15.49
US$ Exchange Rate (In `)* 69.13 64.93 67.54 65.34 61.86
As at March 31, 2019 2018 2017 2016 2015
Share Capital 4,199 4,456 4,995 4,888 5,182
Other Equity 69,333 66,318 77,498 65,086 64,957
Net Worth 73,532 70,774 82,492 69,974 70,139
Property, Plant and equipment and Other 6,726 6,930 6,957 7,911 9,432
intangible assets
Cash Equivalents & Current Investments 37,450 32,981 46,316 37,335 45,000
Working Capital 27,578 21,518 39,528 36,587 47,149
No. of Shares (Face Value of ` 10.00) 29,040,724 29,040,724 32,383,724 32,383,724 32,383,724
Market Capitalisation 142,726 178,597 122,943 94,497 87,617
US$ Exchange Rate (in `)# 69.16 65.18 64.85 66.26 62.50
Ratios - per share
Earning Per Share 0.37 0.32 0.30 0.15 0.32
Dividend Per Share 0.13 0.12 0.07 0.08 0.08
Book Value Per Share 2.53 2.44 2.55 2.16 2.17
Notes:
1. While calculating figures of group, intergroup transactions have been ignored
2. Previous year figures have been regrouped/reclassified wherever necessary
3. * Revenue and expenditure items have been translated at the average US$/` Rate, mentioned here for respective years
4. # Balance Sheet items have been translated at year end US$/Rs. Rate, mentioned here for respective years.
5. The Company has adopted Indian Accounting Standards (Ind-AS) with effect from April 1, 2017. Consequently the results for the year
ended March 31, 2017 have been restated to comply with Ind-AS to make them comparable.

39
DirECtorS’ rEPort

40
Directors’ Report
Dear Members, cognisance all new as well as revised accounting standards on

an ongoing basis.
The Directors of Nucleus Software Exports Limited (NSEL) are
pleased to present your Company’s Thirtieth Annual Report, The Company has nine subsidiary companies, all of which are
together with the Audited Statement of Accounts, for the year ended wholly-owned subsidiaries. The Company discloses stand-
March 31, 2019. alone audited financial results on a quarterly and annual basis,
consolidated un-audited financial results on a quarterly basis
1. RESULTS OF OPERATIONS AND STATE OF AFFAIRS- Financial
and consolidated audited financial results on an annual basis.
results
The Company has adopted the Indian Accounting Standards a) Consolidated Operations
(Ind-AS) with effect from April 1, 2017 (transition date being Revenue from consolidated operations for the year was
April 1, 2016) pursuant to the notification issued by the Ministry ` 484.03 crore, as compared to ` 411.81 crore in the previous
of Corporate Affairs dated February 16, 2015 regarding the year, an increase of over 17%. As the Company continued
Companies (Indian Accounting Standards) Rules, 2015. its focus on strategic initiatives for new products, focused
The consolidated financial statements have been prepared in sales, market development and hiring of senior experienced
accordance with the Companies (Indian Accounting Standards) personnel to help drive transformation, the overall operational
Rules, 2015, notified under Section 133 of the Act and expense for the year increased to ` 405.29 crore, against
other relevant provisions of the Act. The accounting policies ` 353.63 crore in the previous year. The Operating Profit
have been consistently applied except where a newly issued (EBITDA) was at ` 78.74 crore, 16% of revenue, against ` 58.18
accounting standard, if initially adopted or a revision to crore, 14% of revenue in the previous year. Profit after Tax for
an existing accounting standard, requires a change in the the year was at ` 74.54 crore, 15% of revenue, against ` 62.55
accounting policy hitherto in use. The Management takes into crore, 15% of revenue in the previous year.
Consolidated financial results are as below: (` in crore)
For the Year Ended March 31, 2019 % of revenue 2018 % of revenue
Revenue From Operations 484.03 100.00 411.81 100.00
Expenses
a) Employee benefit expense 313.53 64.77 276.97 67.26
b) Operating and other expenses 91.25 18.85 76.15 18.49
c) Finance costs (Bank charges) 0.51 0.11 0.51 0.12
Total Expenses 405.29 83.73 353.63 85.87
Operating Profit (EBITDA) 78.74 16.27 58.18 14.13
Depreciation & Amortization 9.93 2.05 7.04 1.71
Operating Profit after Interest and Depreciation 68.81 14.22 51.14 12.42
Other Income 27.48 5.68 28.72 6.97
Profit Before Tax 96.29 19.89 79.86 19.39
Taxation 21.75 4.49 17.31 4.20
Profit After Tax 74.54 15.40 62.55 15.19
Other Comprehensive Income 0.26 0.05 (1.50) (0.36)
Total Comprehensive Income for the period 74.80 15.45 61.05 14.82
b) Standalone Operations
Revenue from the standalone operations for the year was ` 396.76 crore against ` 337.32 crore in the previous year, an increase of 18%.
Total operational expense for the year was ` 336.52 crore against ` 294.94 crore in the previous year, an increase of 14%. Operating Profit
(EBITDA) for the year was at ` 60.24 crore, 15% of revenue, against ` 42.38 crore, 13% of revenue, in the previous year. Profit after Tax for
the year was at ` 75.63 crore, 19% of revenue, against ` 65.60 crore, 19% of revenue in the previous year.

41
Directors’ Report
Standalone financial results are as below: (` in crore)
For the Year Ended March 31, 2019 % of revenue 2018 % of revenue
Revenue from Operations 396.76 100.00 337.32 100.00
Expenses
a) Employee benefit expense 246.95 62.24 216.29 64.12
b) Operating and other expenses 89.27 22.50 78.33 23.22
c ) Finance costs (Bank charges) 0.30 0.08 0.32 0.09
Total Expenses 336.52 84.82 294.94 87.44
Operating Profit (EBITDA) 60.24 15.18 42.38 12.56
Depreciation 7.01 1.77 6.47 1.92
Operating Profit after Interest and Depreciation 53.23 13.42 35.91 10.65
Other Income 40.29 10.15 41.77 12.38
Profit Before Tax 93.52 23.57 77.68 23.03
Taxation 17.89 4.51 12.08 3.58
Profit After Tax 75.63 19.06 65.60 19.45
Other Comprehensive Income (0.19) (0.05) (2.83) (0.84)
Total Comprehensive Income for the period 75.44 19.01 62.77 18.61
A detailed analysis on the Company’s performance, both consolidated and standalone, is included in “Management’s Discussion and
Analysis” Report, which forms part of the Annual Report.
2. trANSFEr to rESErVES
Stock Exchange where Nucleus shares Scrip Symbol /Code
In order to augment resources, your Directors do not propose are listed
to transfer any amount to reserves. Appropriation to retained
earnings for the financial year ended March 31, 2019 as per National Stock Exchange of India Ltd. NUCLEUS
financial statements are as under: (NSE) w.e.f. December 19, 2002
(` in crore) BSE Ltd. (BSE) w.e.f. November 6, 1995 531209
Retained Earnings Closing Balance as on 5. LiQUiDitY AND CASH EQUiVALENtS

March 31, 2019
Your Company continues to retain its debt-free status and
Opening balance 378.27 maintains sufficient cash and cash equivalents to meet future
Profit for the period 75.63 strategic initiatives. The Company has been conservative in its
Dividend Paid (23.23) investment policy over the years, maintaining a reasonably high
Corporate Dividend tax (1.92) level of cash and cash equivalents which enable the Company
Closing Balance 428.75 to completely eliminate short and medium-term liquidity risks,
and at the same time also help scale up operations at a short
3. SHArE CAPitAL notice. The goal of cash management at Nucleus is to:
Issued and Paid-up Share Capital a. Use cash to provide sufficient working capital to manage
The Paid-Up Share Capital of the Company, as on March 31, business operations of the Company to be able to add value to
2019, is 29,040,724 equity shares of ` 10 each, similar to the all our stakeholders and continuously enhance the same.
Paid Up Share Capital as on March 31, 2018. b. Maintain sufficient cash as reserves that will aid the Company
Shares under Compulsory Dematerialization in capturing meaningful business opportunities, including
The shares of the Company are under compulsory acquisitions.
dematerialization (“Demat”) category and are available for c. Invest surplus funds in low-risk bank deposits, debt schemes of
trading on both the depositories in India viz. National Securities mutual funds, preference shares and tax free secured bonds of
Depository Limited (NSDL) and Central Depository Services Public Sector Enterprises.
(India) Limited (CDSL). Of the entire paid up shares, 28,974,605
shares or 99.77%, are in dematerialized form as at March 31, Cash and cash equivalents including current investments at
2019. The International Securities Identification Number (ISIN) a consolidated level of ` 259.00 crore, constitute 51% of the
allotted to the Company’s shares is INE096B01018. shareholders’ funds at the year end, against ` 214.97 crore,
47% of the shareholders’ funds at the close of the previous
4. LiStiNG
year. In addition, the Company holds tax-free bonds issued by
Your Company is listed at National Stock Exchange of India Ltd. public sector enterprises at amortised cost of ` 87.37 crore
and BSE Ltd. against ` 87.13 crore in the previous year, long-term fixed

42
Directors’ Report
maturity plans of mutual funds at amortised cost of ` 64.06 9. PArtiCULArS oF CoNtrACtS or ArrANGEMENtS WitH
crore against ` 59.75 crore last year, Preference shares of rELAtED PArtiES
` 56.94 crore against ` 46.90 crore last year, mutual funds The Company policy for determining ‘Material Subsidiaries’
at FVTPL ( fair value through profit and loss) of ` 31.30 crore and on ‘Related Party Transactions’, as approved by the
against ` 38.89 crore in the previous year and Investment in Board can be accessed on the Company website link:
equity shares of a listed company (at FVOCI) at ` 8.70 crore http://www.nucleussoftware.com/investors.
against ` 8.64 crore in the previous year. Particulars of contracts or arrangements with related parties in
the prescribed Form AOC-2, are provided as Annexure A to this
6. DiViDEND Directors’ Report.
The Dividend Policy of your Company prescribes a dividend 10. PArtiCULArS oF LoANS, GUArANtEES or iNVEStMENtS
pay-out in the range of 15-30% of the profits available for Details of Loans, Guarantees and Investments covered under
distribution, subject to: the provisions of Section 186 of the Companies Act, 2013 are
provided in the notes to the Financial Statements.
a) Provisions of The Companies Act, 2013 and other applicable
laws, and 11. MAtEriAL CHANGES AND CoMMitMENtS AFFECtiNG
FINANCIAL POSITION OF THE COMPANY BETWEEN THE END
b) Cash flows of the Company oF FiNANCiAL YEAr 2019 AND DAtE oF tHiS rEPort
No material changes and commitments have occurred after the
We are pleased to state that for the 19th consecutive year, your
close of the year till the date of this Directors’ Report, which
Company has recommended a Dividend for its shareholders.
affect the financial position of the Company.
The Proposed Dividend this year is 90% (` 9.00 per equity share
of ` 10 each) as compared to last year Dividend of 80% (` 8.00 12. CHANGE IN THE NATURE OF BUSINESS
per equity share of ` 10 each). The Proposed Dividend is subject There has been no change in the nature of business of the
to the approval of shareholders at the forthcoming Annual Company.
General Meeting. If approved, the total dividend pay out will be 13. MANAGEMENt DiSCUSSioN & ANALYSiS
` 26.14 crore, against pay out of ` 23.23 crore in the previous
year. As per requirements of Regulation 34 of Securities and
Exchange Board of India (Listing Obligations and Disclosures)
The Register of Members and Share Transfer Register shall Regulations 2015, the Management’s Discussion and Analysis
remain closed during the period July 2, 2019 to July 8, 2019 (both of the financial condition and results of both standalone and
days inclusive) for the purpose of Annual General Meeting and consolidated operations have been provided separately in the
payment of Dividend. The Dividend, if approved at the Annual Annual Report.
General Meeting, will be payable to such members whose 14. REVIEW OF BUSINESS & OUTLOOK
names appear on the Register of Members of the Company
Your Company continues its journey as a preferred partner for
and as beneficial owners in the records of National Securities
banking and financial organizations worldwide, helping them to
Depositories Ltd. and Central Depository Services ( India) Ltd., succeed by providing pioneering products, innovative services
at close of business hours as on July 1, 2019. and above all solutions to their business needs. Our software
powers the operations of more than 150 customers in 50
7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
countries, supporting retail banking, corporate banking, cash
Pursuant to applicable provisions of the Companies Act management, internet banking, automotive finance and other
2013, read with IEPF Authority (Accounting, Audit, Transfer business areas. During the year, your Company won 28 orders
and Refund) Rules 2016 (‘the Rules’) all unpaid or unclaimed including 01 in Africa, 01 in South East Asia, 06 in Middle East
dividends are required to be transferred by the Company to the and 20 in India; including 19 new customers added from various
IEPF established by the Central Government, after completion geographies. We will continue to focus on our key markets,
including India, South East Asia, the Middle East and Africa, as
of seven years. Further, according to the Rules, the shares in
well as our growing markets in Australia and Europe.
respect of which dividend has not been paid or claimed by the
members for seven consecutive years or more shall also be Nucleus Software- Worldwide Presence
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.
8. DEPOSITS FROM PUBLIC

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.

43
Directors’ Report
Continuing the relentless focus on customer success, your and help them gain and retain their position as the banker-
Company launched a range of innovative solutions during the of-choice for the new customer segments. The supply chain
year. supports the 4-corner model (two-bank interoperable),
3-corner model (single-bank closed) and the point model of
Overall, Indian IT companies had a satisfactory year in terms financing. The 4-corner model facilitates the on-boarding
of financial performance, driven by factors such as digitisation process of buyers and sellers and gives trade banks an
and non-linear growth models. Indian IT firms continue to move extended global reach based on interbank relationships.
up the value chain by providing more end-to-end solutions and
engaging more closely with the clients.
The trade finance solution in FinnAxia 6.0 was launched with
According to Gartner, the global enterprise IT spending in new features such as standby letters of credit - which mitigates
the banking and securities market grew by 5.1% in 2018 and risks in the exports business; shipping guarantees -which
is projected to grow by 4% in 2019. Gartner also reports that provides benefits to the buyer with faster possession of goods
banks remain steadfast as they continue to prioritize digitization and improved cash flow; and multi-currency import and export
through business optimization and transformation. By 2020 loans - which assist with funding trade transactions at important
Gartner expects the sector to spend USD 626 billion on IT. points throughout the trading cycle of a company; thus enabling
seamless cross border trade.
Digital transformation is the Number One priority for the bank
CIOs, according to Gartner’s 2019 CIO Agenda survey. From The new solution also includes a slew of updates in the front-end,
a technology perspective, the CIOs are expecting artificial ensuring enhanced usability and smoother operations. Security
intelligence, data analytics, and digital transformation and has been enhanced with the provision of login fingerprinting.
cloud technologies to be game changers. They also expect to The solution also enables banks to provide frictionless real-
increase their spending in business intelligence, cyber security, time payments and new payment distribution channels (mobile
digital business initiatives and core system improvement / wallets) for their customers.
transformation projects. Forrester Research predicts that banks
With FinnAxia 6.0, banks can thus help their new customers
will again focus on innovation at the back office – driven by the
not only fulfil their growth aspirations but also build a better
need to improve margins in key business areas. It also predicts
relationship with their supply chain partners.
that many banks will find that their place in some ecosystems
has been supplanted by disruptors – for example PayPal and During the year, PaySeTM payment solutions have been
Stripe in the provision of services for small businesses. expanded in both functionality and reach making it truly an
Since the rise of FinTech, the world of lending has been abuzz offline and online payment solution. PaySe offline payment
with the power of “digital” – FinTechs positioned themselves solutions were deployed in rural India and are going to be a key
as offering “digital only” and “neo-digital” experiences, while infrastructure in making digital villages. PaySe is moving in the
traditional lenders focused on adding a digital flavor to their direction of partnering with financial institutions to make micro
services. Transformation, disruption and revolution have all credit on tap a reality. PaySe online payment solutions gives a
been associated with digital. Clients are welcoming these migration path to our rural customers who are having smart
developments, expecting that their lending experiences will phones, have mobile literacy and are capable of using mobile
change for the better. apps. PaySe enables merchant payments, mobile recharges, bill
payments, ordering for your daily needs, split bills, scratch cards
15. NEW ProDUCt LAUNCHES management etc.
During the year, your Company has continued to enhance The Government of India has launched a massive program
its solutions to take advantage of the market trends, such as to move the country from a cash- based economy to a digital
increasing digitalization of financial services. We have leveraged economy and PaySe, it is envisioned , will play an important role
India Stack further to offer end-to-end digitalization of Loan as it is primarily focusing on the rural and semi urban economy.
Lifecycle.
16. NOTABLE ACCOLADES RECEIVED DURING THE YEAR
Your Company launched a sourcing channel application – mFin
that offers specialized solution for microfinance loan application • Nucleus Software is ranked second in “Corporate
processing. The mFin app provides on-the-go capabilities to Governance and Sustainability Vision Awards 2019“ as held
acquire microfinance customers for Joint Liability Groups as by Indian Chamber of Commerce, for the Best Practices
well as Self Help Groups. mFin empowers the sales team to followed in the Industry.
be efficient in data capturing, planning customer visits and in • Annual Report of the Company for FY 17-18 won a Gold
making credit decisions. This channel capability has been fully award for excellence within the Industry - Technology-
extended to the core application processing platform FinnOne Software and a ranking of # 33 amongst the top 100 Annual
NeoTM CAS. Reports worldwide by League of American Communications
As a part of the ongoing development program, your Company Professionals LLC (LACP) .
also launched FinnAxiaTM 6.0. FinnAxia 6.0 comes with • Nucleus Software won the ‘Best Lending Technology
advanced supply chain finance and trade finance solutions Implementation’ award at the BFSI Leadership Awards
which will enable banks to capture this massive opportunity 2018.

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Directors’ Report
17. SUBSIDIARY COMPANIES

Your Company has nine 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, 2019:
Name of Subsidiary Location Date of Incorporation/ Percentage of

Acquisition 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%
VirStra i- Technology Services Ltd. India May 6, 2004 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%
Avon Mobility Solutions Pvt. Ltd. India March 17, 2016 100%
There has been no material change in the nature of the business subsidiary provides software development services, to the
of the subsidiaries. local customers in Japan.
d) VirStra i- Technology Services Ltd.
During the year, your Company acquired the remaining
4% shareholding of Avon Mobility Solutions Pvt. Ltd. (96% VirStra i- Technology Services Ltd. is based in Pune, India. It
shareholding was acquired in March 2016) and it is now a was incorporated in 2004 to provide software development
wholly owned Subsidiary of the Company. services, targeted at the Japanese market.
e) Nucleus Software Netherlands BV
The Board of Directors reviews the affairs of these subsidiaries Nucleus Software Netherlands BV (NSBV) is based in
periodically. These subsidiaries help the Company in providing Amsterdam, The Netherlands. It was incorporated in 2006
front end support to customers and explore new opportunities. for enlarging business presence in the European market.
A statement containing the salient features of the financial NSBV is a business development and sales hub for Nucleus
statement of our subsidiaries in the prescribed form AOC 1 is in Europe.
provided as Annexure B to this Directors’ Report. The statement f) Nucleus Software Ltd.
also provides the details of performance, financial position of Nucleus Software Ltd. (NSL) has operations in Jaipur with
each of the subsidiaries. registered office in New Delhi. It was incorporated in 2008
for facilitating delivery to larger clients through operations
Further, pursuant to the provisions of Section 136 of the Act,
in a Special Economic Zone. NSL acquired 17.41 acre of
the financial statements of the Company, consolidated financial
land in the Mahindra World Special Economic Zone, Jaipur
statements along with relevant documents and separate
and has co-developed a 250-seater facility. NSEL had setup
audited accounts in respect of subsidiaries, are available on the
SEZ unit in this 250 seator facility in August, 2011 which is
website of the Company. under Exit Process as on the date of this Report.
a) Nucleus Software Solutions Pte. Ltd. g) Nucleus Software Australia Pty. Ltd.
Nucleus Software Solutions Pte. Ltd. (NSS) is based in Nucleus Software Australia Pty. Ltd. (NSA) is based in
Sydney, Australia. It was incorporated in 2014 for tapping
Singapore. It was incorporated in 1994 to expand the
the growing business opportunities in ANZ region. NSA
Company’s business in South East Asia. Currently, it is the
operates as a business development and sales hub for
central entity for Asia-Pacific excluding Japan and Australia
the region. Additionally, the subsidiary provides software
with responsibility for business development, sales and
development services, to the local customers in Australia.
software development services for customers in the region.
h) Nucleus Software South Africa Pty. Ltd.
b) Nucleus Software Inc. Nucleus Software South Africa Pty. Ltd. (NSSA) is based in
Nucleus Software Inc. (NSI) is based in New Jersey, USA. It Johannesburg, South Africa. It was incorporated in 2015
was incorporated in 1997 for providing business presence for tapping the growing business opportunities in South
in the Americas. NSI operates as a business development African region. NSSA operates as a business development
and sales hub for the region. and sales hub for the region.
i) Avon Mobility Solutions Pvt. Ltd.
c) Nucleus Software Japan Kabushiki Kaisha
Nucleus Software Japan Kabushiki Kaisha (NSJKK) is based Avon Mobility Solutions Pvt. Ltd, has operations in Chennai,
with registered office at Delhi. It has very good experience
in Tokyo, Japan. It was incorporated in 2001 to expand
in logistics domain and expertise in developing mobile
business in the country. NSJKK operates as a business
applications.
development and sales hub for Japan. Additionally the

45
Directors’ Report
Avon Mobility Solutions Pvt. Ltd. became subsidiary of your methodology for New Products. Extension to FinnEdge i.e.
Company on March 17, 2016. Rapid got introduced and implemented in a few projects that
helped the implementation of solution in quick time for first
18. SCHEME oF AMALGAMAtioN
time customers. FinnEdge covers various aspects of the project
The Board of Directors at its meeting held on March 1, 2019, from ‘Value Creation to Value Realization’ and from ‘Project
considered and approved a scheme of amalgamation pursuant Discovery’ to ‘Project Implementation’ to ‘Project Upgrade’.
to Sections 230 to 232 read with Section 234 and other
To improve and measure Product Quality, Integrated Defect
relevant provisions of the Companies Act, 2013, of wholly
Management System was introduced. It enabled easy and
owned subsidiaries, Virstra I Technology Services Ltd. and Avon
standardised defect management and tracking processes along
Mobility Solutions Pvt. Ltd. into and with Parent Company
with measuring SLA’s of customer reported issues.
Nucleus Software Exports Ltd. The Scheme of Amalgamation is
subject to necessary statutory and regulatory approvals under A dedicated Quality Assurance team handles the process
applicable laws, including approval of the National Company Law change management, implementation and its adherence across
Tribunal. The Scheme of Aamalgamation will, inter alia, enable the organization. This team monitors quality and productivity
optimisation of legal entity structure through rationalization improvements through audits and dashboard reporting.
of number of subsidiaries, integration of business operations
21. BRAND VISIBILITY
leading to operational synergies, provide your Company a
seamless access to the assets of the subsidiaries and also In FY 2019, your Company continued to grow its marketing
result in reduction of the multiplicity of legal and regulatory operations and activities in support of its strategic aspirations.
compliances.
During the year, the Company moved forward on its agenda
19. iNFrAStrUCtUrE of growth into new markets around the world by establishing
brand awareness and generating demand from focused target
Your Company, along with its subsidiaries, has offices at several
segments. Your Company is continually investing in marketing,
locations across the globe. The office space and seating capacity
with the below objectives:
of these offices as on March 31, 2019 is detailed below:
• Ensure that your Company is known for providing high
Office Location Area in sq. Seating Capacity quality, innovative lending and transaction banking
ft. - No. of Persons solutions to the target markets.
india • Establish your Company as an Industry Thought Leader.
Noida 208,122 1,677 • Equip the sales team fully with all the material and tools
Jaipur 22,312 250 required to sell the product or service the Company offers.
Pune 9,573 114 Industry Interactions
Chennai 12,286 134
During the year, NSEL participated in number of leading Industry
New Delhi 4,200 40 fora globally to showcase it’s expertise and product offerings.
Mumbai 3,250 31 Such key forums include:
overseas
Continuing our strategic focus on Australia, NSEL sponsored
Singapore 4,807 61
the 10th annual Australian Mortgage Innovation Summit 2019
Dubai, UAE 1,290 17 where it presented it’s views on “Transforming Lending for
Tokyo, Japan 735 15 Tomorrow – Going beyond Digital”. Throughout the year, NSEL
Manila, Philippines 102 3 also hosted a number of roundtable sessions with industry
Jakarta, Indonesia 97 3 leaders across a range of business segments.
London, UK 226 2 In South East Asia (SEA), NSEL participated in the 8th Innovation
Sydney, Australia 130 2 and New Technology in Cash Management event hosted by
California, USA 100 1 GFMI – Global Financial Markets Intelligence. It conducted an
New Jersey, USA 146 4 exclusive Masterclass workshop focused on the topic “Chasing
Digital – A Digitization Playbook for Wholesale banking”.
267,376 2,354
In the Middle East, the NSEL team showcased its digital lending
Noida, New Delhi and Jaipur premises are owned by the
solutions at the Middle East Banking Innovation Summit 2018,
Company and its subsidiaries.
(MEBIS) and addressed the session on “Transforming Financial
20. QUALitY ProCESSES Services Beyond Digital”. NSEL presented it’s views on the
evolving nature of technology at the GCC Smart Government &
Your Company is committed to ensure the highest level of
Smart Cities conference –a global platform dedicated to shaping
quality of its products and services. The key focus for the year
the future of government in Dubai.
under report was to synchronize, standardize and quantify the
quality processes with the transformational journey of the NSEL sponsored the 61st RBAP Charter Anniversary Symposium
organisation. Process improvement initiatives were centred 2018 in the Philippines and showcased expertise on how the
on ‘Process Optimization’. The FinnEdge implementation unique combination of advanced lending technology and cloud
methodology has emerged as standard implementation can help rural banks in the Philippines in providing end-to-end

46
Directors’ Report
digitized loan services, making better credit decisions faster, During the year, there were many new launches of organization-
quickly scaling operations and ensuring faster compliance to wide initiatives to ensure that the high-performance and
regulatory requirements. dedicated workforce worked unitedly towards excellence, like:
NSEL demonstrated how banks in Malaysia can leverage 1. Delivering Business Excellence – Frequent connect sessions
technologies such as artificial intelligence and analytics in with associates largely targeting the high potential areas
payments to enable added security, speed and convenience
for their corporate customers at the IDC Financial Insights’ a. Gathering insights about the workplace, culture
FinTech Innovation Summit 2018 in Malaysia. NSEL was invited & opportunities offered & sharing them with the
to present to the board of one of Malaysia’s largest banks, as business for preventive action
part of their board-level initiative, to investigate the future of
technology in banking. b. Acting as strategic business partner by regularly
sharing HR metrics in the form of dashboard and
In Indonesia, NSEL presented it’s views on the topic -“Artificial meeting for actions on a monthly and quarterly basis
Intelligence for Risk Mitigation in an era of Faster Payments” at
the Asian Banker Future of Finance Summit. c. Launch & closure of Trust Survey
In Africa, NSEL participated in The New Age Banking Summit d. Closure of actions of last year Trust Survey
(NABS 2018) in Lagos, Nigeria. NSEL also participated in the
Seamless East Africa 2018 and showcased expertise on how it’s e. Gearing up for making it “One of the Great Places to
solutions can help banks become the digital corporate bank of Work for”
tomorrow – today.
2. Employee Assist – Conceptualize & execute suitable
In India, we demonstrated how our market leading solution, interventions to keep associates motivated with a key
FinnOne Neo Cloud, is helping NBFCs and HFCs drive innovation objective of “Enhancing Employee Experience”
in lending by enabling faster launch of personalized products,
customer centric loan services, making better credit decisions a. Revamping referral program to attract talent from the
faster and on-demand scalability at the 5th NBFC100 Tech industry
Summit in Mumbai. We also attended the 5th Microfinance b. Aligning the annual performance management
& NBFCs Exhibition (MiNE 2018) in Kolkata and demonstrated
process (NucEDGE18) to the industry standards
how the use of advanced technology can help reduce time to
market, make better credit decisions faster, scale up quickly and c. Launch of day care in Nucleus Software premises
incorporate data driven insights easily.
d. Coffee sessions with Senior Leadership
NSEL hosted an online, interactive roundtable webinar on
‘Driving Innovation in lending with cloud’ inassociation with e. Launch of Skillsoft’s e-learning modules organization
Dun & Bradstreet. NSEL attended the 3rd NBFC100 Tech Summit wide, as a platform to improve technology skills and
in Delhi, and organized an industry roundtable, for banks & soft skills
NBFCs, on ’Lending with Analytics & AI: Profitable, Smarter
& Customer-oriented’ in Mumbai in association with Dun & f. Focus on leadership development via:
Bradstreet.
i. Leadership Engagement Action & Development
Digital Presence & Visibility (LEAD) and Young Leaders’ Program (YLP)
Your Company continued to build its presence in the traditional ii. IIM/MDI residential programs
media as well as on social media channels. Media activities
continued with interactions with worldwide media including g. MIT online design thinking and system architecture
television, print, wires and online portals and source exclusive programs
media opportunities in various geographies such as Australia,
h. CYMORG, a business simulation tool for top leaders to
Africa, the Middle East and India. Social media has been a
hone their decision making skills
focus area, covering a wide range of brand activities and our
successes. Your Company used social media primarily for - nanobytes launched organization wide : gamified short
activities involving thought leadership blogs, articles, press learning capsules focusing on specific competencies
releases, customer video testimonials and other business for individuals and teams
content marketing purposes.
- initiatives towards values understanding
22. HUMAN rESoUrCE MANAGEMENt
Your Company is determined to accelerate its growth story by Your Company’s focus lies in creating a performance-
corresponding to the changing needs of diverse workgroup by based culture, driven by focused growth and clear career
fostering an engaging work environment, to constantly build development plan for each employee. The HR roadmap will
up the unique capabilities and skills of the people. The global also focus on ‘Collaboration & Acceleration’ to stimulate
employee strength of the Company, at the end of FY 2019, was our strategic growth through employee empowerment to
2,054. make it a great place to work for.

47
Directors’ Report
23. CorPorAtE GoVErNANCE During the year, the tenure of Mr. N. Subramaniam as an
Independent Director of the Company came to an end on March
The Directors at NSEL believe that good and effective Corporate
31, 2019. Mr. N. Subramaniam conveyed his desire not to seek
Governance is basic to achieve corporate vision and mission of
re-appointment as an Independent Director of Company for the
the organization; it is more that organizational culture rather
second term. The Board members thanked Mr. N. Subramaniam
than a steadfast adherence to rules and regulations that propels
for his immense contribution and guidance, and in framing a
organisations like NSEL to greatness. Corporate Governance is
strategic roadmap of the Company during his tenure.
about optimizing all the stakeholders’ value legally, ethically and
sustainably. Law alone cannot bring changes and transformation Mr. R. P. Singh was appointed as a Whole-time Director of the
and voluntary compliance both in form and in spirit plays an Company, by the Board of Directors for a period of 5 years,
important role in developing good Corporate Governance. on July 26, 2014. His current term of appointment as a Whole
time Director is expiring on July 25, 2019. Further, the Board
Your Company has established and maintained a strong
of Directors on the recommendation of the Nomination and
ethical environment, overseen by Board of Directors, where
5 out of 8 Directors are Independent. The Company’s practices Remuneration/Compensation Committee appointed Mr. R. P.
and policies reflect the true spirit of Corporate Governance Singh, Whole-time Director as the Chief Executive Officer of the
initiatives. Company i.e. April 1, 2018.
Your Company is in compliance of all mandatory requirements The Board members, at their meeting held on April 23, 2019,
of Corporate Governance as stipulated as per Securities and on the recommendation of Nomination and Remuneration/
Exchange Board of India (Listing Obligations and Disclosure) Compensation Committee, have approved the re-appointment
Regulations 2015. Compliance status is provided in the Corporate of Mr. R P Singh as a Whole-Time Director for another term
Governance section of the Annual Report. A certificate issued of five years, subject to approval of shareholders in the
by the Statutory Auditors of the Company under Regulation 34 forthcoming Annual General Meeting.
of Securities and Exchange Board of India (Listing Obligations Mr. Vishnu R. Dusad was reappointed as Managing Director
and Disclosure) Regulations 2015, confirming compliance of the w.e.f. January 1, 2017 for a period of 5 years. His present term
conditions of Corporate Governance, is provided as Annexure C expires on December 31, 2021.
to this Directors’ Report. The auditors’ certificate for fiscal 2019
does not contain any qualifications, reservations or adverse During the year, the Non-Executive Directors of the Company
remark. had no pecuniary relationship or transactions with the Company,
other than sitting fees, commission, and reimbursement
A detailed report on Corporate Governance for the year forms of expenses incurred by them for the purpose of attending
part of the Annual Report. meetings of the Company.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to provisions of Section 203 of the Companies Act,
In accordance with the provisions of the Companies Act 2013 2013, Mr. Vishnu R. Dusad, Managing Director, Mr. R. P. Singh,
and the Articles of Association of the Company, Ms. Ritika CEO, Mr. Ashish Nanda, Chief Financial Officer and Ms. Poonam
Dusad, Non Executive Director retires by rotation at the ensuing Bhasin, Company Secretary are the Key Managerial Personnel of
Annual General Meeting and being eligible has offered herself the Company as on date of the report.
for re-appointment.
25. BOARD EVALUATION
Mr. S M Acharya, Mr. Prithvi Haldea, Prof. Trilochan Sastry,
and Mrs. Elaine Mathias are Independent Directors as per The Board of Directors carried out an annual evaluation of its
the Companies Act, 2013, not liable to retire by rotation, to own performance and performance of the Chairman, Board
hold office for five consecutive years. They have submitted a committees and individual directors pursuant to the provisions
declaration that each of them meets the criteria of independence of the Companies Act 2013 and the Corporate Governance
as provided in Section 149(6) of the Act and there has been no requirements under Regulation 25 (4) of Securities and
change in the circumstances which may affect their status as Exchange Board of India (Listing Obligations and Disclosure)
Independent Director during the year. Regulations 2015.
Mr. Prithvi Haldea and Prof. Trilochan Sastry were appointed The Board, along with the Nomination and Remuneration/
as Independent Directors of the Company to hold office for Compensation Committee, developed and adopted the criteria
five consecutive years for a term up to July 25, 2019, not liable and framework for the evaluation of each of the Directors and
to retire by rotation. Mrs. Elaine Mathias was appointed as of the Board and its Committees.
Independent Director of the Company to hold office for five
The evaluation was then conducted as per the approved
consecutive years for a term up to September 19, 2019, not liable
process (explained in detail in the Report on Corporate
to retire by rotation. The Board of Directors at their meeting
Governance of the Annual report). The Chairman of the
held on April 23, 2019 at the recommendation of Nomination
Committee also had interactions with each of the Directors
and Remuneration/Compensation Committee, recommended
and sought their feed-back and suggestions on the overall
reappointment of Mr. Prithvi Haldea, Prof. Trilochan Sastry
Board Effectiveness and Directors performance.
and Mrs. Elaine Mathias as Independent Directors for another
term of five years, subject to approval of shareholders in the In addition, pursuant to the provisions of Schedule IV to the
forthcoming Annual General meeting. Companies Act, 2013 the Independent Directors reviewed

48
Directors’ Report
the performance of the Non-Independent Directors and of The policy of the Company for “Selection of Directors” is
the Board as a whole, performance of the Chairman of the provided as Annexure D and “Policy of Remuneration for
Board taking into account the views of all the Directors, and Directors, Key Managerial Personnel and other Employees” is
the quality, quantity and timeliness of flow of information provided as Annexure E to this Directors’ Report. These Policies
between the Company management and the Board and its are also available on the Company website link: http://www.
sufficiency for the Board to effectively perform its duties. nucleussoftware.com/investors.
The Chairman placed the Evaluation Summary before the 27. DECLARATION BY INDEPENDENT DIRECTORS
committee members. The same was discussed in detail, and the
The Company has received declarations from all the Independent
members recorded their satisfaction. Directors that they meet the criteria of independence as laid
26. CoMPANY’S PoLiCY oN DirECtorS’ APPoiNtMENt AND down under Section 149(6) of the Companies Act, 2013 and
rEMUNErAtioN Regulation 25 of Securities and Exchange Board of India (Listing
Obligations and Disclosure) Regulations 2015.
The primary responsibility of the Nomination and Remuneration/
Compensation Committee (NRC) is to identify and nominate 28. FAMiLiAriSAtioN ProGrAMME For iNDEPENDENt DirECtor’S
suitable candidates for Board membership. The Committee also The details of programmes for familiarisation of Independent
formulate policies relating to the remuneration of Directors, Directors with the Company, their roles, rights, responsibilities
Key Managerial Personnel and other senior employees of the in the Company, nature of the industry in which the Company
Company. operates, business model of the Company and related matters
can be accessed on the Company website link : http://www.
The Committee, while evaluating potential candidates for
nucleussoftware.com/investors.
Board membership, considers a variety of personal attributes,
including experience, intellect, foresight, judgment and 29. MEETINGS OF THE BOARD OF DIRECTORS
transparency, and match these with the requirements set out
by the Board. The basic responsibilities of NRC with regard to The Board met 8 times during the year. The details are provided
Directors’ appointment are as follows: in the Report on Corporate Governance, a part of the Annual
Report.
• Recommending desirable changes in Board size,
30. COMMITTEES OF THE BOARD
composition, Committee structure and processes, and
other aspects of the Board’s functioning; There are four Committees of the Board as on March 31, 2019,
as follows:
• Formulating criteria for determining qualifications, positive
attributes and Independence of a Director • Audit Committee
• Conducting search and recommending new Board • Nomination and Remuneration/Compensation Committee
members in light of resignation of current members or a • Stakeholder Relationship Committee
planned expansion of the Board;
• Corporate Social Responsibility Committee
• Identifying persons who are qualified to become Directors Details of all the Committees along with their charters,
and who may be appointed in senior management in composition and meetings held during the year, are provided
accordance with the criteria laid down, and recommend to in the Report on Corporate Governance, a part of the Annual
the Board their appointment and removal. Report.
The Composition of Board Committees as on March 31, 2019 is as follows:
Audit Nomination & Stakeholder Corporate Social

Committee Remuneration / Relationship Responsibility
Compensation Committee Committee
Committee
Mr. S M Acharya √ √
Mr. Vishnu R Dusad √ √
Mr. Prithvi Haldea √ √ √ √
Mrs. Elaine Mathias √ √
Prof. Trilochan Sastry √ √ √ √
Mr. N. Subramaniam* √
* Mr. N Subramaniam, whose current term expired on March 31, 2019, had conveyed his desire not to seek re-appointment as an Independent Director
of the Company for the second term. Accordingly Mr. N Subramaniam ceased to be Director of the Company w.e.f. April 1, 2019.

49
Directors’ Report
31. ViGiLANCE MECHANiSM has been getting Secretarial Audit done for the past several
years and also reporting it in the Annual Report.
The Company has a well-established whistle blower policy as
part of it’s prevalent oversight mechanism for observing the Pursuant to the provisions of Section 204 of the Companies Act,
conduct of Directors and employees and report concerns about 2013 and The Companies (Appointment and Remuneration of
unethical behaviour, actual or suspected fraud or violation of Managerial Personnel) Rules, 2014, the Board appointed, M/S
the Company’s Code of conduct or ethics policy. This mechanism Sanjay Grover and Associates, Practising Company Secretaries
also provides for adequate safeguards against victimization to undertake the Secretarial Audit of the Company. Secretarial
of Director(s)/employee(s) who avail of the mechanism and Audit Report in the prescribed Form MR 3 is provided as
also provides for direct access to the Chairman of the Audit Annexure F to this Directors’ Report. The Secretarial Auditors’
Committee in exceptional cases. Report does not contain any qualification, reservation or
32. SiGNiFiCANt AND MAtEriAL orDErS adverse remark.
No significant or material orders were passed by the Regulators The Company voluntarily adheres to the various Secretarial
or Courts or Tribunals which impact the going concern status Standards issued by the Institute of Companies Secretaries of
and Company’s operations in future. India.
33. REPORTING OF FRAUDS BY AUDITORS 37. iNtErNAL FiNANCiAL CoNtroLS
During the year under review, neither the Statutory Auditors nor
Your Company has in place adequate internal financial controls
the Secretarial Auditors has reported to the Audit Committee,
with reference to the financial statements.
under Sec 143(12) of the Companies Act, 2013, any instances
of fraud committed against the Company by its officers or M/s BSR and Associates LLP, the statutory auditors of the
employees. Company, has audited the financial statements included in
34. RISK MANAGEMENT POLICY the annual report and has issued an attestation report on our
internal control over financial reporting (as defined in Section
The Company has developed and implemented a ‘Risk 143 of Companies Act 2013).
Management Policy’ that includes identification of elements
of risk, which in the opinion of the Board may threaten the 38. CORPORATE SOCIAL RESPONSIBILITY (CSR)
existence of the Company. Risk Management Report forms a
part of the Annual Report. Inclusive growth and sustainable development are strong pillars
of your Company’s responsible corporate citizenship and are a
35. ADDitioNAL iNForMAtioN to SHArEHoLDErS part of the core values and driving force for many of its initiatives.
Detailed information to the shareholders is provided in the The Company believes that responsible investments in this
Shareholders’ Referencer, a part of the Annual Report. regard will generate long term value for all the stakeholders.
36. AUDitorS In accordance with requirements of The Companies Act 2013,

the Company has a Corporate Social Responsibility Committee
Statutory Auditors comprising of a majority of Independent Directors and chaired
Pursuant to the provisions of Section 139 of the Companies Act by an Independent Director, Prof. Trilochan Sastry, Mr. Vishnu R
2013 and the rules framed thereafter, M/s BSR and Co., LLP, Dusad, Mr. Prithvi Haldea and Mr. S. M. Acharya are the other
Chartered Accountants, were appointed as statutory auditors members. The Committee framed and recommended a CSR
of the Company from the conclusion of the Annual General Policy to the Board for adoption and instituted a transparent
Meeting (AGM) of the Company held on July 8, 2016 until monitoring mechanism for ensuring implementation of the
the conclusion of Annual General Meeting of the Company to projects / activities to be undertaken by the Company.
be held in Calendar year 2021. The requirement to place the
The CSR Policy may be accessed on the Company website link:
matter relating to appointment of the statutory auditors for
http://www.nucleussoftware.com/investors.
ratification by the Members at every AGM has been done away
by the Companies (Amendment) Act, 2017 with effect from Your Company has set up Nucleus Software Foundation (NSF),
May 7, 2018. Accordingly, no resolution is being proposed for a Trust for the purposes of undertaking CSR activities of the
ratification of appointment of Statutory Auditors at the ensuing Company. This Foundation, established in 2014 as a Section
AGM and a note in respect of same has been included in the 25 Company, works towards its stated mission: “Empowering
Notice for the ensuing AGM. underprivileged with essence of education and thereby better
Secretarial Auditor livelihood and better life”.
As per the Companies Act 2013, Secretarial Audit by a practicing During the year, the Foundation worked towards its aim
Company Secretary has become mandatory for prescribed to improve the educational quality standards for the
companies, and they are required to annex the Secretarial Audit underprivileged children studying at government primary
report with their Board Report in the Annual Report. We are schools and NGO aided schools, through its benchmark
pleased to inform that your Company, as a voluntary practice, remedial program, NSF Hybrid Learning Program.

50
Directors’ Report
The NSF team has designed a remedial program to bridge Particulars 2015 Plan
the gap identified by the baseline test conducted across the a) Total number of options under the Plan 500,000
selected schools. The program bridges the gap of the students
(b) Pricing formula 100% of the
in the area of Math and English. The aim is to bring children Fair Market
closer to the learning levels appropriate for their assigned Price as on
classes. The program helps in learning through the well-curated date of grant
teaching learning material, practice notebooks, engaging digital (c) Options granted during the year –
content, and doing intelligent assessments. The digital content
(d) Options vested as of March 31, 2019 –
on the tab is mapped to the remedial program which we have
(e) (i) Options exercised during the year –
designed based on the learning level of the student.
(ii) Total number of shares arising as a –
NSF was able to reach over 2500 students across 70 schools result of exercise of above options
In Noida, Greater Noida, and Dehradun. The program was run during the year
in an intensive mode, with facilitators from our implementing (f) Options forfeited during the year –
partners’, at the selected 30 schools on a daily basis. (g) Option lapsed during the year –
In the remaining schools of Greater Noida, NSF had trained (h) Variation of terms of options during the –
the selected teachers of the respective schools to manage the year
program. This has resulted in an improvement in the learning (i) Amount realized by exercise of options –
levels of children in these government schools. during the year
(j) Total number of options in force as on –
Besides the government schools, NSF worked extensively with March 31, 2019
an NGO learning centre in Ghaziabad where it sponsored their
During the year, no stock options were granted to any employee
human resource, rental cost, and helped them in designing an
under the above-mentioned ESOP plan and therefore no
effective learning program. The students of NGO use NSF Hybrid
calculations are required to be made or reported regarding
Learning Program quite extensively. NSF also conducted sports
difference between intrinsic value and fair market value of
day and some other recreational activities for them.
ESOPs granted.
The other CSR initiatives undertaken by the Foundation during
40. PArtiCULArS oF EMPLoYEES
the year were:
Disclosures pertaining to remuneration and other details
• Sponsored tuition and hostel fees for two students of IIT
as required under Section 197(12) of the Companies Act,
Roorkee. 2013 read with Rule 5(1) of the Companies (Appointment
• Supported the training needs of nine young kids in the and Remuneration of Managerial Personnel) Rules, 2014 are
Vikasnagar area of Dehradun where NSF worked in provided in the prescribed format and annexed as Annexure H
government schools. to this Directors’ Report.
• Skill Development and livelihood support: Provided Having regard to the provisions of the first provision to Section
tailoring training to the underprivileged women in Chennai. 136(1) of the Companies Act, 2013 and as advised, the Annual
Report excluding the aforesaid information is being sent to the
• Assisting an NGO ‘Ables Charity’ at Faridabad and members of the Company. The said information is available
‘Samriddhi Trust’ at Sadarpur Noida to run their bridge for inspection at the registered office of the Company during
schools for out-of-school children. working hours and any member interested in obtaining such
information may write to the Company Secretary and the same
The Annual Report on CSR activities is provided as Annexure G
will be furnished on request. The full Annual Report including
to this Directors’ Report.
the aforesaid information is available on the Company’s website.
39. EMPLOYEE STOCK OPTION PLAN (ESOP)
41. DIRECTOR’S RESPONSIBILITY STATEMENT
Currently, there is only one ESOP scheme prevalent in the
Pursuant to as per Section 134 (5) of the Companies Act, 2013,
Company; ESOP scheme - 2015 (instituted in 2015). As per
the Directors confirm that:
ESOP scheme 2015, equity shares would be transferred to
eligible employees on exercise of options through Nucleus (a) in the preparation of the annual accounts for the financial
Software Employee Welfare Trust, which is established to carry year ended March 31, 2019, the applicable accounting
out activities for the benefit and welfare of its Employees by standards had been followed along with proper explanation
launching various Schemes in accordance with the Securities relating to material departures;
and Exchange Board of India (Share Based Employee Benefits) (b) the Directors had selected such accounting policies and
Regulations, 2014. applied them consistently and made judgments and
Details of ESOP as per the provisions of Companies Act, 2013 estimates that are reasonable and prudent so as to give a
and Rules made there under are as follows: true and fair view of the state of affairs of the Company at

51
the end of the financial year and of the profit and loss of Companies Act 2013 are not applicable for the business
the Company for that period; activities carried out by the Company.
(c) the Directors had taken proper and sufficient care for 45. iNtErNAL CoMPLAiNtS CoMMittEE UNDEr tHE SEXUAL
the maintenance of adequate accounting records in HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
accordance with the provisions of the Companies Act, PROHIBITION AND REDRESSAL) ACT, 2013
2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; Nucleus values the dignity of individuals and strives to provide a
safe and respectable work environment to all its employees. The
(d) the Directors had prepared the annual accounts on a going
concern basis; Company has put in place a ‘Policy against Sexual Harassment’,
compliant with the Sexual Harassment of Women at Workplace
(e) the Directors, had laid down internal financial controls to be (Prevention, Prohibition and Redressal) Act, 2013 (“Sexual
followed by the Company and that such internal financial Harassment Act”). The Internal Complaints Committee at all the
controls are adequate and were operating effectively; and
locations of the Company across India has been constituted,
(f) the Directors had devised proper systems to ensure to consider and resolve all sexual harassment complaints
compliance with the provisions of all applicable laws and as reported under the policy. The Committee also includes
that such systems were adequate and operating effectively. external member from NGOs or with relevant experience. We
Based on the framework of internal financial controls and affirm that adequate access was provided to any complainant
compliance systems established and maintained by the who wished to register a complaint under the policy. There
Company, work performed by the internal, statutory and were no complaints received, disposed and/or pending during
secretarial auditors, including audit of internal financial the financial year.
controls over financial reporting by the statutory auditors and
the reviews performed by the management, the Board is of 46. ACKNOWLEDGEMENTS
the opinion that the Company’s internal financial controls were Your Directors would like to place on record their gratitude
adequate and effective during FY 2018-19.
for the co-operation received from the Government of India,
42. EXtrACt oF ANNUAL rEtUrN State Governments of Delhi, Uttar Pradesh and Rajasthan,
Customs and Excise Departments, Department of Scientific
Extract of Annual Return of the Company in the prescribed
Form MGT-9, is provided as Annexure I to this Directors’ Report. and Industrial Research ( Ministry of Science and Technology)
The same is available on http://www.nucleussoftware.com/ ,Software Technology Park-Noida, Software Technology Park-
investors. Chennai, Software Technology Park-Pune, Special Economic
Zone authorities and other government agencies.
43. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
ForEiGN EXCHANGE EArNiNGS AND oUtGo Your Directors would also like to thank the Company’s customers,
The information on conservation of energy, technology bankers, vendors, partners and shareholders for their continued
absorption and foreign exchange earnings and outgo as support to the Company. In specific, the Board would like to
stipulated under Section 134 of the Companies Act, 2013 read put on record its sincere appreciation of the commitment and
with the Companies (Accounts) Rules, 2014, is provided as contribution made by all employees of the Company.
Annexure J to this Directors’ Report.
For and on behalf of the Board of Directors
44. CoSt rECorDS AND CoSt AUDit
Sd/-
Maintenance of cost records and requirements of cost audit Noida S. M. Acharya
as prescribed under the provisions of Section 148 (1) of the April 23, 2019 Chairman

52
Directors’ Report
ANNEXUrES to tHE DirECtorS’ rEPort
Annexure A Particulars of contracts or arrangements with related parties in Form AOC-2
Annexure B Salient features of the financial statement of subsidiaries in Form AOC-1
Annexure C Certificate by Statutory Auditors confirming compliance of the conditions of Corporate Governance
Annexure D Policy for selection of Directors
Annexure E Remuneration Policy for Directors, Key Managerial Personnel and other employees
Annexure F Secretarial Audit Report in Form MR 3
Annexure G Annual Report on CSR activities
Annexure H Disclosures pertaining to remuneration under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
Annexure i Extract of Annual Return of the Company in the prescribed Form MGT-9
Annexure J Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo
Annexure A
FORM - AOC - 2
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
1. Details of contracts or arrangements or transactions not at arm’s length basis-

There were no contracts or arrangements entered by the Company during FY 2018-19 which were not at arm’s length.
2. Details of material contracts or arrangement or transactions at arm’s length basis-
The transactions /entered into by the Company with related parties were at arm’s length but were not material.
(a) Name(s) of the related party and nature of relationship: N.A
(b) Nature of contracts/arrangements/transactions: N.A
(c) Duration of the contracts/arrangements/transactions: N.A
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: N.A
(e) Date(s) of approval by the Board, if any: N.A
(f) Amount paid as advances, if any: N.A
Sd/-
Noida S.M. Acharya
April 23, 2019 Chairman
Annexure B
FORM AOC -1
Statement containing salient features of the financial statement of subsidiaries
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
A statement containing the salient features of the financial statement of our subsidiaries in the prescribed From AOC-1 is attached at the
end of consolidated financial statements of the Company.

53
Annexure C
iNDEPENDENt AUDitorS’ CErtiFiCAtE oN CoMPLiANCE WitH tHE

CORPORATE GOVERNANCE REQUIREMENTS UNDER SEBI
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
To the Members of
Nucleus Software Exports Limited,
1. This report is issued in accordance with the terms of our engagement letter dated 10 April 2019.
2. This report contains details of compliance of conditions of Corporate Governance by Nucleus Software Exports Limited (“the Company”)
for the year ended 31 March 2019 as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and paragraphs C, D and E
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations’) pursuant to the Listing Agreement of the Company with the Stock exchanges.
Management’s Responsibility
3. The compliance with the terms and conditions regarding Corporate Governance as stipulated in Listing Regulations is the responsibility
of the Management of the Company including the preparation and maintenance of all relevant supporting records and documents.
Auditors’ Responsibility
4. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring compliance with the
conditions regarding Corporate Governance as stipulated in Listing Regulations. It is neither an audit nor an expression of opinion on the
financial statements of the Company.
5. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance whether the Company
has complied with the conditions regarding Corporate Governance as stipulated in Listing Regulations for the year ended 31 March 2019.
6. We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016)
issued by the Institute of Chartered Accountants of India (ICAI). The Guidance Note requires that we comply with the ethical requirements
of the Code of Ethics issued by ICAI.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that
Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Service Engagements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, we are of the opinion that the Company
has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and
paragraphs C, D and E of Schedule V of the Listing Regulations, as applicable, during the year ended 31 March 2019.
9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the Management has conducted the affairs of the Company.
Restrictions on use
10. The certificate is addressed and provided to the members of the Company solely for the purpose to enable the Company to comply with
the requirement of the Listing Regulations, and it should not be used by any other person or for any other purpose. Accordingly, we do
not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or
into whose hands it may come without our prior consent in writing.
For B S R & Associates LLP
Chartered Accountants
Firm Registration No: 116231W/W-100024
Sd/-
Manish Gupta
Gurugram Partner
23 April, 2019 Membership No: 095037
UDIN: 1909503 7AAAAAP8082

54
Annexure D
PoLiCY For SELECtioN oF DirECtorS

A. OBJECTIVE
The objective of this Policy is to promote an optimal structure of the Board of Directors of Nucleus Software Exports Ltd. (the Company),
to encompass varied expertise, diversity and independence .
B. DEFiNitioNS
1. “The Policy” means Policy for selection of Directors of the Company.
2. “The Board” means Board of Directors of the Company.
3. “The Act” means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.
4. “The Committee” means the Nomination and Remuneration Committee of the Company as constituted by the Board, in accordance
with the Act and applicable listing agreements and/or regulations.
5. “Directors” means Directors of the Company
6. “Independent Director” means a Director appointed as such in accordance with the requirements laid down by the Companies Act,
2013 and applicable rules and regulations of the Listing Agreement, including amendments thereto.
Unless the context otherwise requires, words and expressions used in this Policy and not defined herein but defined in the
Companies Act, 2013 and Rules made there under as amended from time to time shall have the meaning respectively assigned to
them therein.
C. RESPONSIBILITY FOR SELECTION
The Board has established a Nomination and Remuneration/Compensation Committee (the Committee) to assist in fulfilling its
responsibilities relating to the size and composition of the Board. The Committee is responsible for evaluating suitable candidates, for
making appropriate recommendations to the Board and to determine the independence of Directors, in case of their appointment as
Independent Directors of the Company.
D. ProCEDUrE For NoMiNAtioN, SELECtioN AND APPoiNtMENt oF DirECtorS
1. Board Initiation
The Board shall continuously assess its current and requisite strengths and enumerate the desired composition of the Board in line
with the Company’s strategic priorities. The Board shall interact with the Committee when ever there is a need for induction of new
Director/s and shall highlight the attributes of the desirable candidate.
2. Selection Procedure
The Committee shall follow the process as outlined below for shortlisting suitable candidates for appointment as new Directors on
the Board:
a. The Chairman of the Committee, in consultation with its members, shall prepare the candidate profile.
b. The Board members may suggest some potential candidates. The Chairman of the Committee may seek external professional
advice for developing a list of potential candidates for Directorship.
c. Profiles of the shortlisted potential candidates shall then be examined by the Committee. The Committee, while evaluating
the potential candidates, shall consider a variety of personal attributes, including experience, intellect, foresight, judgment
and transparency, and match these with the requirements set out by the Board. While screening the potential candidates, the
Committee shall necessarily consider the following:
(i) Qualifications, skills and experience
(ii) Potential contribution of the candidate to the Board /Company
(iii) Time commitment that the candidate can provide
(iv) Independence of the candidate in case he/she is being appointed as an Independent Director.
d. After review and interviews, the Committee shall recommend a candidate/s to the Board for its approval
e. The Board shall discuss the Committee’s proposal and either approve the same or request it to find some more candidates.
f. Before final appointment, the final shortlisted candidates may also be requested to come for a meeting with the Board
members.

55
g. The proposed candidate shall also be required to fulfill the requirements as may be prescribed under the Act, Listing Agreement
and other relevant laws.
h. The selected candidate shall then be appointed as an Additional Director, subject to ratification by the shareholders.
i. A formal appointment letter shall be issued by the Company to each new Director, which shall set out the key terms of
appointment
E. TERM/TENURE OF A DIRECTOR
1. Managing Director/Whole-Time Director
The Board shall appoint any person as a Managing Director and CEO or Whole-Time Director for a term not exceeding five years at
a time. No re-appointment shall be made earlier than one year before the expiry of the term
2. Independent Director
An Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and will be eligible
for re-appointment on passing of a special resolution by the Company.
No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for
appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall
not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly
or indirectly
3. Retirement
No person shall be nominated or continue to serve as a ‘Director’ after he or she has passed his or her 75th Birthday.
F. Policy Review
This Policy is purely at the discretion of the Nomination and Remuneration/Compensation Committee and it reserves its right to
recommend modifications in this Policy to the Board, as per applicable laws and regulations, at any time without assigning any reason
whatsoever.
Sd/-
Noida S.M. Acharya

56
Annexure E
Remuneration Policy for Board Members, Key Managerial Personnel and other Employees
A. OBJECTIVE
Nomination and Remuneration/Compensation Committee of the Board, shall recommend this Policy to the Board, relating to the
remuneration of the Directors, Key Managerial Personnel and other employees. The objective of this policy is to ensure that :
1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors
2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
3. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
B. DEFINITIONS
1. “The Policy” means Remuneration Policy For Board Members, Key Managerial Personnel and other Employees
2. “The Board” means Board of Directors of the Company.
3. “The Act” means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.
4. “The Committee” means the Nomination and Remuneration / Compensation Committee of the Company as constituted by the
Board, in accordance with the Act and applicable listing agreements and/or regulations.
5. “Directors” means Directors of the Company
6. “Independent Director” means a Director appointed as such in accordance with the requirements laid down by the Companies Act,
2013 and applicable rules and regulations of the Listing Agreement, including amendments thereto.
7. “Key Managerial Person” means key managerial personnel as defined under Section 2(55) of the Companies Act, 2013 and
amendments made from time to time and includes the following personnel in the Company :
(i) the Chief Executive Officer or the Managing Director or the Manager;
(ii) the Company Secretary and
(iii) the Chief Financial Officer;
8. “Senior Management” means personnel of the Company who are members of its management team members excluding the Board
of Directors.
Unless the context otherwise requires, words and expressions used in this Policy and not defined herein but defined in the
Companies Act, 2013 and Rules made there under as amended from time to time shall have the meaning respectively assigned to
them therein.
C. rEMUNErAtioN to EXECUtiVE DirECtorS
The Remuneration to be paid to Executive Directors shall be governed as per provisions of the Companies Act, 2013 and Rules made
there under. The same shall be determined by the Committee and recommended to Board for approval.
1. Remuneration structure of the Executive Directors shall include following components:
a. Fixed Pay
b. Perquisites and allowances
c. Commission
d. Stock options
2. The Committee may recommend an increase in existing remuneration structure to the Board, within the limits as approved by
shareholders.
3. Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay
remuneration to its Executive Directors in accordance with the provisions of Schedule V of the Act and if it is not able to comply with
such provisions, with the previous approval of the Central Government.
D. REMUNERATION TO NON-EXECUTIVE/INDEPENDENT DIRECTORS
The Remuneration to be paid to Non-Executive/Independent Directors shall be governed as per provisions of the Companies Act, 2013
and Rules made there under. The same shall be determined by the Committee and recommended to Board for approval.

57
1. Commission-based payment
Non-Executive / Independent Directors of the Company may be paid an amount not exceeding one percent of the net profits of
the Company in terms of provisions of the Companies Act, 2013 and Rules made thereunder as amended from time to time, and as
approved by the shareholders.
2. Sitting fee
Non-Executive / Independent Directors of the Company shall be paid a sitting fee for attending the Board as well as the Committee
meetings as per the Companies Act, 2013 and Rules made thereunder as amended from time to time
3. Employee Stock Options (ESOP)
An Independent Director shall not be entitled to any stock option of the Company
4. Pension
The Board of Directors of the Company are not covered by any pension scheme or any defined benefit pension scheme.
5. Reimbursement of expenses
The Company shall reimburse the Directors all traveling, hotel, and other incidental expenses properly and reasonably incurred by
them in the performance of duties as per provisions of the Companies Act, 2013 in conjunction with the Company rules and policies.
E. REMUNERATION OF KEY MANAGERIAL PERSONNEL (KMP) AND SENIOR MANAGEMENT PERSONNEL
Remuneration of KMP’s (excluding the Managing Director and Executive Director, which is already covered above) and Senior management
personnel, shall be reviewed /decided on an annual basis, or earlier if deemed necessary, by the Nomination and Remuneration/
Compensation Committee.
The Remuneration shall consist of the following components:
• Fixed remuneration
• Variable pay
• Incentives if any
• Employee Stock Options (ESOP)
• Reimbursement of expenses
F. Policy Review
This Policy is purely at the discretion of the Nomination and Remuneration/Compensation Committee and it reserves its right to
recommend modifications in this Policy to the Board, as per applicable laws and regulations, at any time without assigning any reason
whatsoever.

Sd/-
Noida S.M. Acharya

58
Annexure F
MR-3
SECrEtAriAL AUDit rEPort
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule no.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members
Nucleus Software Exports Limited
(CIN: L74899DL1989PLC034594)
33-35, Thyagraj Nagar Market,
New Delhi- 110003
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices
by Nucleus Software Exports Limited (hereinafter called ‘the Company’), which is a listed Company. Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
We report that-
a) Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion
on these secretarial records based on our audit.
b) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of
the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial
records. We believe that the processes and practices, we followed, provide a reasonable basis for our opinion.
c) We have not verified the correctness and appropriateness of the financial statements of the Company.
d) Wherever required, we have obtained the Management representation about the compliances of laws, rules and regulations and
happening of events etc.
e) The compliance of the provisions of the corporate and other applicable laws, rules, regulations and standards is the responsibility of the
management. Our examination was limited to the verification of procedures on test basis.
f) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with
which the management has conducted the affairs of the Company.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of
Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st
March, 2019 (“Audit Period”) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes
and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial
year ended on 31st March, 2019 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings, where applicable;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) *The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009/ The Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) *The Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014;
(e) *The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;
(g) *The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

59
(h) *The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015; (SEBI Listing
Regulations)
* No event took place under these regulations during the audit period.
We have also examined compliance with the applicable clauses of the Secretarial Standard on Meetings of the Board of Directors and
Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India which has been generally complied with.
The Company was generally regular in filing of e-forms with the Registrar of Companies.
During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations, to the extent applicable, as mentioned
above.
It is also reported that the Investor Complaints Statement as required under Regulation 13(3) of Listing Obligations and Disclosures
Requirements) Regulations, 2015 for the quarter ended September 30, 2018 was submitted to the stock exchange on October 22, 2018 due
to some technical issue faced by the Company while uploading.
(vi) The Company is engaged in the business of Development and Marketing of software product and software services for business entities
in the Banking and Financial Services (BFS) vertical having its operating unit(s) located in Noida, Uttar Pradesh which is under the
Software Technology Park scheme of the Government of India. Further, following are some of the laws which are specifically applicable
to the company, viz.:-
• The Special Economic Zone Act, 2005 and Rules made;
• Information Technology Act, 2000 and Rules made;
• Compliances related to Software Technology Parks of India {an autonomous society registered under the Societies Registration
Act 1860};
• Foreign Trade Policy as formulated under Foreign Trade (Development and Regulation) Act, 1992 and Rules made thereunder;
We have checked the compliance management system of the Company to obtain reasonable assurance about the adequacy of systems in
place to ensure compliance of specifically applicable laws and this verification was done on test basis. We believe that the Audit evidence
which we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion and to the best of our information
and according to explanations given to us, we believe that the compliance management system of the Company is adequate to ensure
compliance of laws specifically applicable to it.
We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent directors. The changes in the composition of the Board of Directors that took place during the period under review
were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, Agenda and detailed notes on agenda were sent in advance of the
meeting and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for
meaningful participation at the meeting.
Board decisions are carried out with unanimous consent and therefore, no dissenting views were required to be captured and recorded as
part of the minutes.
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period the Board of Directors has pursuant to the provisions of Section 230 to 232 and other
applicable provisions of Companies Act, 2013 approved the scheme of Amalgamation of the Company with its wholly owned subsidiaries
namely Virstra-i Technology Services Limited and Avon Mobility Solutions Private Limited in its Board meeting held on March 01, 2019
For Sanjay Grover & Associates

Company Secretaries
Firm Registration No.: P2001DE052900
Sd/-
Devesh Kumar Vasisht
New Delhi Partner
April 23, 2019 CP No.: 13700

60
Annexure G
ANNUAL rEPort oN CSr ACtiVitiES

Brief outline of the Company’s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to
the web-link to the CSR policy and projects or programmes:
Corporate Social Responsibility (CSR) is a means to balance economic, social and environmental objectives while addressing stakeholder
expectations and enhancing shareholder value. It is a responsible way of doing business.
The objective of CSR framework at Nucleus is to encourage the stakeholders to have a more meaningful engagement with the business rather
than the often-prevalent one-sided expectation driven engagement.
Your Company has set up Nucleus Software Foundation ( NSF) , a Trust for the purposes of undertaking CSR activities of the Company.
The CSR Policy may be accessed on the Company website link: http://www.nucleussoftware.com/investors.
As per the CSR Policy, the objective of CSR will be achieved through concentrated and dedicated initiatives/projects encompassing the
following identified core areas:
Education –
o To encourage the development of human capital of the country by expanding human capabilities through skills development,
vocational training etc. and by promoting excellence in identified cultural fields.
o Including special education and employment enhancing vocation skills specially among children, women, elderly, and differently
abled and livelihood enhancement projects
o Providing basic computer based literacy programs for unprivileged children in nearby villages
o Assisting in providing better infrastructural facilities to schools for construction/renovation/repair of hostels, school buildings,
classrooms etc.
Health & Medical Care –
o Promoting preventive health care measures
o Assisting in providing better infrastructural facilities to Medical Centres/Hospitals/Dispensaries etc.
o Actively supporting healthcare programmes of nearby localities.
Community at large –
o Setting up homes and hostels for women, orphans, setting up old age homes, day care centers and such other facilities for senior
citizens and measures for reducing inequalities faced by socially and economically backward groups.
o Promote employment opportunities for differently abled persons.
o Development of rural based projects
Environment –
o Promote ecological balance, protection of flora and fauna, animal welfare, conservation of natural resources and maintaining quality of
soil, air and water.
o Promoting recycling waste for energy production and installation of solar panels.
Focus areas :
During the year, the Nucleus Software Foundation ( NSF) worked towards its aim to make the educational quality standards better for the
underprivileged children studying at government primary schools and NGO aided schools, through its benchmark remedial program, NSF
Hybrid Learning Program.
The NSF team has designed a remedial program to bridge the gap identified by the baseline test conducted across the selected schools. The
program bridges the gap of the student in the area of Math and English. The aim is to bring children closer to the learning levels appropriate
for their assigned classes. The program helps in learning through the well-curated teaching learning material, practice notebooks, engaging
digital content, and doing intelligent assessments. The digital content on the tab is mapped to the remedial program which we have designed
based on the learning level of the student.
We were able to reach over 2500 students across 70 schools In Noida, Greater Noida, and Dehradun. The program was run in an intensive
mode, with facilitators from our implementing partners’, at the selected 30 schools on a daily basis.
In the remaining schools of Greater Noida, we had trained the selected teachers of the respective schools to manage the program. We have
seen a great positive shift in the learning levels of children in these government schools.

61
Besides the government schools, we worked extensively with an NGO learning centre in Ghaziabad where we sponsored their human
resource, rental cost, and helped them in designing an effective learning program. The students of NGO use NSF Hybrid Learning Program
quite extensively. We also conducted sports day and some other recreational activities for them.
The other CSR initiatives undertaken by the Foundation during the year were:
• Sponsored tuition and hostel fees for two students of IIT Roorkee.
• Supported the training needs of nine young kids in the Vikasnagar area of Dehradun where we worked in government schools.
• Skill Development and livelihood support: Provided tailoring training to the underprivileged women in Chennai.
• Assisting an NGO ‘Ables Charity’ at Faridabad and ‘Samriddhi Trust’ at Sadarpur Noida to run their bridge schools for out-of-school
children.
CSR committee: In accordance with the requirements of Companies Act 2013, the Company has a Corporate Social Responsibility Committee
comprising of a majority of Independent Directors and chaired by an Independent Director. The CSR Committee comprises of Prof. Trilochan
Sastry- Chairman of Committee, Mr. Vishnu R Dusad , Mr. Prithvi Haldea and Mr. S. M. Acharya.
Average net profit of the Company for last three financial years for the purpose of computation of CSR:
As per the Section 135 of the Companies Act, 2013 and Rules made thereunder, the Company is required to mandatorily spend at least two
per cent of the average net profits of the Company made during the three immediately preceding financial years, on prescribed CSR activities.
Particulars (Amount in ` crore)

a. Average net profits of the Company for the last three financial years 50.97
b. Prescribed CSR expenditure ( 2% of average net profits as above) 1.02
Details of CSR expenditure during the financial year ( FY 18-19)
c. Amount contributed to Nucleus Software Foundation by the Company 1.02
d. Amount spent by Nucleus Software Foundation 0.62
e. Amount unspent for financial year (FY 18-19) (b-d) 0.40
The manner in which the amount was spent during the financial year is detailed as below:
CSR project or Sector in which Location of Amount outlay Amount spent Cumulative Amount
activity the project is the Projects / (budget) on the projects expenditure spent: Direct
covered programs (in ` crore) or programs upto the or through
(in ` crore) reporting period implementing
(in ` crore) agency
i. Expenditure on Project /Programme
Enabling Promoting Delhi and 0.28 0.28 0.28 Through Nucleus
Quality education surrounding Software
Education areas in Noida Foundation
(UP)
Delhi and 0.15 0.15 0.15 Implementation
surrounding through support
areas in Noida partner Foster and
(UP) forge foundation
partner
Educational Promoting IIT Roorkee 0.01 0.01 0.01 Through Nucleus
assistance education Software
Delhi /NCR/ 0.15 0.15 0.15 Foundation
Dehradun
Administration Overheads 0.03 0.03 0.03 Through Nucleus

expenses Software
Foundation
total 0.62 0.62 0.62

62
Reasons for not spending the prescribed amount

NSF is currently studying the effectiveness and success of its main program - NSF Hybrid Learning Program. The Foundation will be expanding
this program in future and will also increase the scope of work in the core area of education.
There was a shortfall of ` 0.40 crore in the expenditure done on CSR activities by the Foundation, with regard to the amount mandated as
per law.
In furtherance of its aim, to make educational quality better, NSF also contributed following amounts post closure of FY 18-19 :
S.No Name of Agency Amount spent on the projects or Amount spent: Direct or through
programs (in ` crore) implementing agency
1. Parivaar Education Society- to assist in running their 0.10 Through Nucleus Software
learning centres for tribal kids in Madhya Pradesh. Foundation
2. Mahan Trust- to assist them in providing yoga education 0.05 Through Nucleus Software
to tribal kids of Melghat region of Maharashtra Foundation
3. The action northeast Trust ( ANT) - to assist in running 0.05 Through Nucleus Software
a program to improve the learning outcome in Maths Foundation
for the tribal kids of Chirang region in Assam
4. Suniye - They run a school for hearing impaired kids 0.05 Through Nucleus Software
In Delhi Foundation
total 0.25
Responsibility statement of the CSR committee
We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company.
Sd/- Sd/-
Vishnu R Dusad Prof. Trilochan Sastry
(Managing Director) (Chairman CSR Committee)
Noida
April 23, 2019

63
Annexure H
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 are given below:
A. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:
The ratio of the remuneration of each Director to the median remuneration of the employees of the Company:
Independent Directors ratio to median remuneration (FY19)

Mr. S.M. Acharya 3.36
Mr. Prithvi Haldea 3.61
Mrs. Elaine Mathias 3.49
Prof. Trilochan Sastry 3.36
Mr. N. Subramaniam 3.11
Ms. Ritika Dusad 2.35
Executive Directors ratio to median remuneration (FY19)

Mr. Vishnu R. Dusad 9.81
Mr. Ravi Pratap Singh 40.70
B. (1) The percentage increase in remuneration of each Director, CFO & Company Secretary
Name title Remuneration Remuneration No. of % increase of Excl. WtD incl. WtD Ratio of
in fiscal 2019 in fiscal 2018 stock remuneration remuneration to
(in `) (in `) options in 2019 as Ratio of Ratio of revenues Net
/ RSUs compared to remuneration remuneration (fiscal Profit
granted 2018 to MrE to MrE and 2019) (fiscal
in fiscal WtD 2019)
2018
Mr. Vishnu Managing 6,234,406 6,028,800 Nil 3.41 9.84 9.81 0.16 0.82
R. Dusad Director
Mr. Ravi CEO & 25,874,191 18,057,121 Nil 43.29 40.85 40.70 0.65 3.42
Pratap Singh Executive
Director
Mr. Ashish Chief 13,043,323 9,690,289 Nil 34.60 20.59 20.52 0.33 1.72
Nanda Financial
Officer
Ms. Poonam Company 3,765,719 3,198,135 Nil 17.75 5.94 5.92 0.09 0.50
Bhasin Secretary
RSU - Restricted Stock Units
WTD - Whole-time Director
MRE - Median Remuneration of Employees

remuneration paid to Independent Director
(Amount in `)
Name of the Director Remuneration Remuneration in Number of Stock % increase of

in fiscal 2019 fiscal 2018 Options/ RSU’s remuneration
granted in fiscal 2019 (2019 over 2018)
Mr. S.M. Acharya 2,136,667 1,797,995 - 19%
Mr. Prithvi Haldea 2,296,667 2,117,995 - 8%
Mrs. Elaine Mathias 2,216,667 1,917,995 - 16%
Prof. Trilochan Sastry 2,136,667 1,957,995 - 9%
Mr. N. Subramaniam 1,976,666 1,677,995 - 18%
Ms. Ritika Dusad 1,496,666 1,237,995 21%

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C. The percentage increase in the median remuneration of employees in the financial year:
The Median Remuneration of Employees (MRE) excluding Whole-time Directors (WTDs) was ` 6,33,436/- and ` 5,56,276/- in fiscal 2019
and fiscal 2018 respectively. The increase in MRE (excluding WTDs) in fiscal 2019, as compared to fiscal 2018 is 13.87%
The Median Remuneration of Employees (MRE) including Whole-time Directors (WTDs) was ` 6,35,775/- and ` 5,56,369/- in fiscal 2019
and fiscal 2018 respectively. The increase in MRE (including WTDs) in fiscal 2019, as compared to fiscal 2018 is 14.27%
D. The number of permanent employees on the rolls of Company:
The number of permanent employees on the rolls of the Company as of March 31, 2019 and March 31, 2018 was 1,877 and 1,688
respectively.
E. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year
and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are
any exceptional circumstances for increase in the managerial remuneration:
The average annual increase was around 8-9% in India. However, during the course of the year, the total increase is approximately
7.5%, after accounting for promotions and other event based compensation revisions. Employees outside India received a wage
increase varying from 3% to 4%. Increase in the managerial remuneration for FY19 is not comparable with FY18 owing to change in role/
designation and hence, not stated.
F. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
G. 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) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate annexure forming part 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 at the
Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

65
Annexure i
EXTRACT OF ANNUAL RETURN FORM - MGT 9

As on the financial year ended on 31st March 2019
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
i. REGISTRATION AND OTHER DETAILS:

(i) CIN L74899DL1989PLC034594
(ii) Registration Date January 9, 1989
(iii) Name of the Company Nucleus Software Exports Limited
(iv) Category / Sub-Category of the Company Category - Public Limited Company / Company
Limited by Shares
Sub–Category – Indian Non- Government
Company
(v) Address of the Registered office and contact details 33- 35, Thyagraj Nagar Market,
New Delhi – 110003
Tel :– 011 – 24627552
(vi) Whether listed company Yes / No Yes
(vii) Name, Address and Contact details of Registrar and Transfer Agent, if any Karvy Fintech Pvt. Ltd.
Karvy Selenium Tower B, Plot number 31
& 32, Financial District, Nanakramguda,
Serilingampally Mandal,
Hyderabad – 500032, India
Tel: 040-23420815-18
Fax: 040-23420814, mailmanager@karvy.com
ii. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the As per Annexure I 1
company shall be stated
iii. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES As per Annexure I 2
iV. SHArE HoLDiNG PAttErN
(Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding As per Annexure I 3
ii) Shareholding of Promoters As per Annexure I 4
iii) Change in Promoters' Shareholding As per Annexure I 5
iv) Shareholding Pattern of top ten Shareholders As per Annexure I 6
(other than Directors, Promoters and Holders of GDR and ADR)
v) Shareholding of Directors and Key Managerial Personnel As per Annexure I 7
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due As per Annexure I 8
for payment
Vi. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
i) Remuneration to Managing Director, Whole-time Directors and/or Manager: As per Annexure I 9
ii) Remuneration to other Directors As per Annexure I 10
iii) Remuneration to Key Managerial Personnel other than MD/Manager/WTD As per Annexure I 11
Vii. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES As per Annexure I 12

66
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sl. No. Name and Description of main products/services NIC Code of the Product/service % to total turnover of the company
1 Products 620 94%
2 Projects & Services 620 06%
Annexure - 2
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
S. No. Name and address of the Company CIN/GLN HOLDING/ % of shares Applicable
SUBSIDIARY/ held Section
ASSoCiAtE
1 Nucleus Software Limited U74120DL2008PLC176975 Subsidiary 100% 2(87) (ii)

33-35, Thyagraj Market,
2 Virstra i-Technology Services Limited U72200DL2004PLC126213 Subsidiary 100% 2(87) (ii)

3 Nucleus Software Solutions Pte. Ltd. N. A Subsidiary 100% 2(87) (ii)

300, Tampines Avenue-5 # 04-06,
Tampines Junction,
Singapore-529653
4 Nucleus Software Japan Kabushiki Kaisha N. A Subsidiary 100% 2(87) (ii)

Mitsubishi Building 11F, 5-2 Marunouchi, 2
Chome Chiyoda Ku
Tokyo 100-0005 Japan
5 Nucleus Software Inc. N. A Subsidiary 100% 2(87) (ii)

505, Thornall State, Suite 401,
Edison, NJ 08837-2260
USA
6 Nucleus Software Netherlands B.V. N. A Subsidiary 100% 2(87) (ii)

Cuserstraat 93, Floor 2 and 3,
Amsterdam, 1081 CN.
Netherlands
7 Nucleus Software Australia Pty. Ltd. N. A Subsidiary 100% 2(87) (ii)

Suite 4, 96-98 Wigram Street
Harris Park, NSW 2150,
Australia
8 Nucleus Software South Africa (Pty) Ltd. N. A Subsidiary 100% 2(87) (ii)
28, Fort Street, BIRNAM, Gauteng
2196, Johannesburg
9 Avon Mobility Solutions Private Limited U72900TN2007PTC063505 Subsidiary 100% 2(87) (ii)

67
Annexure - 3
(IV) (i) Category - Wise Share Holding Between 31/03/2018 AND 31/03/2019
CAtEGorY CAtEGorY oF SHArEHoLDEr No. oF SHArES HELD At tHE No. oF SHArES HELD At tHE % CHANGE
CoDE BEGINNING OF THE YEAR 31/03/2018 END OF THE YEAR 31/03/2019 DUriNG tHE
YEAr
DEMAt PHYSiCAL totAL % oF DEMAt PHYSiCAL totAL % oF
totAL totAL
SHArES SHArES
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
(A) ProMotEr AND ProMotEr GroUP
(1) INDIAN
(a) Individual /HUF 2,467,026 - 2,467,026 8.50 2,467,026 - 2,467,026 8.50 0.00
(b) Central Government/ - - - 0.00 - - - 0.00 0.00
State Government(s)
(c) Bodies Corporate - - - 0.00 - - - 0.00 0.00
(d) Financial Institutions / - - - 0.00 - - - 0.00 0.00
Banks
(e) Others 17,160,840 - 17,160,840 59.09 17,160,840 - 17,160,840 59.09 0.00
Sub-Total A(1) : 19,627,866 - 19,627,866 67.59 19,627,866 - 19,627,866 67.59 0.00
(2) FOREIGN
(a) Individuals (NRIs/Foreign - - - 0.00 - - - 0.00 0.00
Individuals)
(b) Bodies Corporate - - - 0.00 - - - 0.00 0.00
(c) Institutions - - - 0.00 - - - 0.00 0.00
(d) Qualified Foreign Investor - - - 0.00 - - - 0.00 0.00
(e) Others - - - 0.00 - - - 0.00 0.00
Sub-Total A(2) : - - - 0.00 - - - 0.00 0.00
Total A=A(1)+A(2) 19,627,866 - 19,627,866 67.59 19,627,866 - 19,627,866 67.59 0.00
(B) PUBLIC SHAREHOLDING

(1) INSTITUTIONS
(a) Mutual Funds /UTI 369,241 - 369,241 1.27 369,241 - 369,241 1.27 0.00
(b) Financial Institutions / 4,619 - 4,619 0.02 184,024 - 184,024 0.63 0.61
Banks
(c) Central Government / - - - 0.00 - - - 0.00 0.00
State Government(s)
(d) Venture Capital Funds - - - 0.00 - - - 0.00 0.00
(e) Insurance Companies - - - 0.00 - - - 0.00 0.00
(f) Foreign Institutional 2,680,355 - 2,680,355 9.23 2,217,285 - 2,217,285 7.64 -1.59
Investors
(g) Foreign Venture Capital - - - 0.00 - - - 0.00 0.00
Investors
(h) Qualified Foreign Investor - - - 0.00 - - - 0.00 0.00
(i) Others - - - 0.00 - - - 0.00 0.00
Sub-Total B(1) : 3,054,215 - 3,054,215 10.52 2,770,550 - 2,770,550 9.54 -0.98

68
CAtEGorY CAtEGorY oF SHArEHoLDEr No. oF SHArES HELD At tHE No. oF SHArES HELD At tHE % CHANGE
CoDE BEGINNING OF THE YEAR 31/03/2018 END OF THE YEAR 31/03/2019 DUriNG tHE
YEAr
DEMAt PHYSiCAL totAL % oF DEMAt PHYSiCAL totAL % oF
totAL totAL
SHArES SHArES
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
(2) NON-INSTITUTIONS
(a) Bodies Corporate 594,109 1,000 595,109 2.05 587,028 1,000 588,028 2.02 -0.02
(b) Individuals
(i) Individuals holding 3,382,622 78,883 3,461,505 11.92 3,710,654 65,119 3,775,773 13.00 1.08
nominal share capital
upto Rs.1 lakh
(ii) Individuals holding 1,665,577 - 1,665,577 5.74 1,711,976 - 1,711,976 5.90 0.16
nominal share capital in
excess of Rs.1 lakh
(c) Others
CLEARING MEMBERS 29,639 - 29,639 0.10 9,793 - 9,793 0.03 -0.07
IEPF 47,450 - 47,450 0.16 50,156 - 50,156 0.17 0.01
NON RESIDENT INDIANS 490,115 - 490,115 1.69 418,155 - 418,155 1.44 -0.25
NRI NON-REPATRIATION 69,048 - 69,048 0.24 88,227 - 88,227 0.30 0.07
TRUSTS 200 - 200 0.00 200 - 200 0.00 0.00
(d) Qualified Foreign - - - 0.00 - - - 0.00 0.00
investor
Sub-Total B(2) : 6,278,760 79,883 6,358,643 21.90 6,576,189 66,119 6,642,308 22.87 0.98
Total B=B(1)+B(2) : 9,332,975 79,883 9,412,858 32.41 9,346,739 66,119 9,412,858 32.41 0.00
Total (A+B) : 28,960,841 79,883 29,040,724 100.00 28,974,605 66,119 29,040,724 100.00 0.00
(C) Shares held by

custodians, against which
Depository Receipts have
been issued
(1) Promoter and Promoter - - - - - - - - -

Group
(2) Public - - - - - - - - -
GRAND TOTAL (A+B+C) : 28,960,841 79,883 29,040,724 100.00 28,974,605 66,119 29,040,724 100.00
Annexure - 4
ii. Shareholding of Promoters
Sl. Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year
(as on April 1, 2018) (as on March 31, 2019)
No.
No. of Shares % of total % of Shares No. of Shares % of total % of Shares % change in
Shares Pledged / Shares Pledged / shareholding
encumbered encumbered during the
to total shares to total Shares year
1 KARMAYOGI HOLDINGS PRIVATE LTD 9,000,000 30.99 - 9,000,000 30.99 - -
2 MADHU DUSAD 3,066,248 10.56 - 3,066,248 10.56 - -
3 VISHNU DUSAD 1,603,492 5.52 - 1,603,492 5.52 - -
4 RITIKA DUSAD 1,000,000 3.44 - 1,000,000 3.44 - -
5 KRITIKA DUSAD 1,000,000 3.44 - 1,000,000 3.44 - -
6 YOGESH ANDLAY 863,534 2.97 - 863,534 2.97 - -

69
Sl. Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year
(as on April 1, 2018) (as on March 31, 2019)
No.
No. of Shares % of total % of Shares No. of Shares % of total % of Shares % change in
Shares Pledged / Shares Pledged / shareholding
encumbered encumbered during the
to total shares to total Shares year
7 NUCLEUS SOFTWARE ENGINEERS 2,385,882 8.22 - 2,385,882 8.22 - -
PVT LTD
8 NUCLEUS SOFTWARE WORKSHOP 600,000 2.07 - 600,000 2.07 - -
PRIVATE LIMITED
9 NAVEEN KUMAR 72,952 0.25 - 72,952 0.25 - -
10 SUMAN MATHUR 23,758 0.08 - 23,758 0.08 - -
11 CARD SYSTEMS PRIVATE LIMITED 12,000 0.04 - 12,000 0.04 - -
Annexure - 5
LIST OF PROMOTER SHAREHOLDERS COMPARISION REPORT BETWEEN 31/03/2018 AND 31/03/2019
Shareholding at the begnning of Increase/ Decrease Shareholding at the end of the year
the year as on April 1, 2018 in Shareholding as on March 31, 2019
Sl Name of the Share Holder No of % of Pledge No of reason No of % of Pledge Change

No Shares total Share as on Shares Shares total Share as on in Share-
held Shares 31/03/2018 Held Shares 31/03/2019 holding
of the of the
company company
1 KARMAYOGI HOLDINGS 9,000,000 30.99 0 - Nil 9,000,000 30.99 0 0

PRIVATE LTD Movement
2 MADHU DUSAD 3,066,248 10.56 0 - Nil 3,066,248 10.56 0 0

Movement
3 NUCLEUS SOFTWARE 2,385,882 8.22 0 - Nil 2,385,882 8.22 0 0

ENGINEERS PVT LTD Movement
4 VISHNU R DUSAD 1,603,492 5.52 0 - Nil 1,603,492 5.52 0 0

Movement
5 KRITIKA DUSAD 1,000,000 3.44 0 - Nil 1,000,000 3.44 0 0

Movement
6 RITIKA DUSAD 1,000,000 3.44 0 - Nil 1,000,000 3.44 0 0

Movement
7 YOGESH ANDLAY 863,534 2.97 0 - Nil 863,534 2.97 0 0

Movement
8 NUCLEUS SOFTWARE 600,000 2.07 0 - Nil 600,000 2.07 0 0

WORKSHOP PRIVATE LIMITED Movement
9 NAVEEN KUMAR 72,952 0.25 0 - Nil 72,952 0.25 0 0

Movement
10 SUMAN MATHUR 23,758 0.08 0 - Nil 23,758 0.08 0 0

Movement
11 CARD SYSTEMS PRIVATE 12,000 0.04 0 - Nil 12,000 0.04 0 0

LIMITED Movement

70
Annexure - 6
SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN 31/03/2018 AND 31/03/2019
Shareholding Date Increase/ reason Cumulative
at the begginning of the Decrease Shareholding during
Year in share the Year
Sl Name of the Share Holder No of % of total holding No of % of total
No Shares shares of the Shares shares
Company of the
Company
1 FIDELITY PURITAN TRUST-FIDELITY LOW-PRICED 884,399 3.05 31/03/2018 884,399 3.05
STOCK FUNDS
06/04/2018 -27,591 sold 856,808 2.95
13/04/2018 -6,808 sold 850,000 2.93
11/05/2018 -11,309 sold 838,691 2.89
18/05/2018 -14,161 sold 824,530 2.84
25/05/2018 -11,425 sold 813,105 2.80
01/06/2018 -11,779 sold 801,326 2.76
08/06/2018 -9,090 sold 792,236 2.73
15/06/2018 -22,278 sold 769,958 2.65
22/06/2018 -7,210 sold 762,748 2.63
29/06/2018 -9,260 sold 753,488 2.59
06/07/2018 -16,880 sold 736,608 2.54
13/07/2018 -37,624 sold 698,984 2.41
20/07/2018 -36,495 sold 662,489 2.28
27/07/2018 -44,819 sold 617,670 2.13
03/08/2018 -17,670 sold 600,000 2.07
31/03/2019 600,000 2.07
2 ARUN JAIN 410,399 1.41 31/03/2018 410,399 1.41
31/03/2019 410,399 1.41
3 ICICI PRUDENTIAL TECHNOLOGY FUND 369,241 1.27 31/03/2018 369,241 1.27
31/03/2019 369,241 1.27
4 DHANANJAYA DVIVEDI 282,703 0.97 31/03/2018 282,703 0.97
31/08/2018 -13,600 sold 269,103 0.93
07/09/2018 -28,800 sold 240,303 0.83
14/09/2018 -32,104 sold 208,199 0.72
05/10/2018 208,199 purchase 416,398 1.43
05/10/2018 -208,199 sold 208,199 0.72
31/03/2019 208,199 0.72
5 HIRZEL CAPITAL MASTER FUND, L.P. 207,294 0.71 31/03/2018 207,294 0.71
31/03/2019 207,294 0.71
6 B N NAGAMANI 181,010 0.62 31/03/2018 181,010 0.62
31/03/2019 181,010 0.62
7 GENERAL INSURANCE CORPORATION OF INDIA - 0.00 31/03/2018 - 0.00
22/06/2018 5,614 purchase 5,614 0.02
29/06/2018 27,559 purchase 33,173 0.11
06/07/2018 3,788 purchase 36,961 0.13
20/07/2018 20,531 purchase 57,492 0.20
27/07/2018 33,000 purchase 90,492 0.31
03/08/2018 10,550 purchase 101,042 0.35

71

Company of the
Company
07/12/2018 9,586 purchase 110,628 0.38
14/12/2018 10,091 purchase 120,719 0.42
21/12/2018 20,901 purchase 141,620 0.49
28/12/2018 5,368 purchase 146,988 0.51
31/12/2018 4,472 purchase 151,460 0.52
04/01/2019 13,245 purchase 164,705 0.57
11/01/2019 7,750 purchase 172,455 0.59
31/03/2019 172,455 0.59
8 ACADIAN EMERGING MARKETS EQUITY II FUND 147,536 0.51 31/03/2018 147,536 0.51
LLC
31/03/2019 147,536 0.51
9 RAJASTHAN GLOBAL SECURITIES PVT LTD 141,678 0.49 31/03/2018 141,678 0.49
04/05/2018 -2,574 sold 139,104 0.48
01/06/2018 52,000 purchase 191,104 0.66
01/06/2018 -52,000 sold 139,104 0.48
06/07/2018 -60,000 sold 79,104 0.27
10/08/2018 30,000 purchase 109,104 0.38
16/11/2018 30,000 purchase 139,104 0.48
01/03/2019 3,044 purchase 142,148 0.49
31/03/2019 142,148 0.49
10 LSV EMERGING MARKETS SMALL CAP EQUITY 133,100 0.46 31/03/2018 133,100 0.46
FUND, LP
11/05/2018 -6,000 sold 127,100 0.44
18/05/2018 -7,200 sold 119,900 0.41
25/05/2018 -4,100 sold 115,800 0.40
01/06/2018 -3,700 sold 112,100 0.39
08/06/2018 -4,200 sold 107,900 0.37
15/06/2018 -7,000 sold 100,900 0.35
22/06/2018 -2,745 sold 98,155 0.34
29/06/2018 -3,013 sold 95,142 0.33
06/07/2018 -648 sold 94,494 0.33
13/07/2018 -7,394 sold 87,100 0.30
17/08/2018 962 purchase 88,062 0.30
24/08/2018 9,540 purchase 97,602 0.34
31/08/2018 5,203 purchase 102,805 0.35
07/09/2018 7,095 purchase 109,900 0.38
14/09/2018 8,551 purchase 118,451 0.41
21/09/2018 2,665 purchase 121,116 0.42
28/09/2018 1,800 purchase 122,916 0.42
05/10/2018 1,700 purchase 124,616 0.43

72

Company of the
Company
12/10/2018 600 purchase 125,216 0.43
19/10/2018 384 purchase 125,600 0.43
31/03/2019 125,600 0.43
11 ARUN SHEKHAR ARAN 120,131 0.41 31/03/2018 120,131 0.41
31/03/2019 120,131 0.41
Annexure - 7
Shareholding at the Cumulative Shareholding

begginning of the Year as end of the year March
on April 1, 2018 31, 2019
Sl No Name of the Share Holder Date No of % of total Increase/ reason No of % of total

Shares shares Decrease Shares shares
of the in share of the
company holding company
1 VISHNU R DUSAD 31/03/2018 1,603,492 5.52 _ 1,603,492 5.52
31/03/2019 _ 1,603,492 5.52
2 RITIKA DUSAD 31/03/2018 1,000,000 3.44 _ 1,000,000 3.44
31/03/2019 _ 1,000,000 3.44
3 RAVI PRATAP SINGH 31/03/2018 151,977 0.52 _ 151,977 0.52
31/03/2019 _ 151,977 0.52
4 NARAYANAN SUBRAMANIAM 31/03/2018 7,684 0.03 7,684 0.03
01/03/2019 7,684 0.03 -7684 Transfer - 0.00
31/03/2019 _ - 0.00
5 POONAM BHASIN 31/03/2018 10 0.00 _ 10 0.00
31/03/2019 10 0.00
Annexure - 8
The following Directors did not hold any shares during the FY 2018-19
1. Prithvi Haldea
2. Elaine Mathias
3. S. M. Acharya
4. Prof. Trilochan Sastry
The following Key Managerial Personnel did not hold any shares during the FY 2018-19
1. Ashish Nanda
V. INDEBTEDNESS – Not Applicable
Indebtedness of the Company including interest outstanding/accrued but not due for payment

73
Annexure - 9
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (in `)
Sl. Particulars of remuneration Name of MD/WTD/ Manager total Amount
no. Vishnu r Dusad R P Singh
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the 6,205,606 25,834,591 32,040,197
(b) Income-tax Act, 1961 28,800 39,600 68,400
(c) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil Nil Nil
2. Stock Option Nil Nil Nil
3. Sweat Equity Nil Nil Nil
4. Commission Nil Nil Nil
- as % of profit Nil Nil Nil
- others Nil Nil Nil
5. Others Nil Nil Nil
Employer’s contribution to PF 360,000 897,935 1,257,935
Total (A) 6,594,406 26,951,708 33,546,114
Ceiling as per the Act ` 94,027,000 (being 10% of the Net Profits of the Company calculated as per Section 198 of the Companies Act 2013)
Annexure - 10
B. Remuneration to other Directors:
Sl. Particulars of remuneration total
No. Prithvi S. M. Acharya Elaine Prof. trilochan N Subramanaiam ritika Amount
Haldea Mathias Sastry Dusad
1. Independent Directors
• Fee for attending board committee 8,80,000 720,000 800,000 720,000 560,000 3,680,000
meetings
• Commission* 1,416,667 1,416,667 1,416,667 1,416,667 1,416,666 7,083,334
• Others, please specify – – – – – –
Total (1) 2,296,667 2,136,667 2,216,667 2,136,667 1,976,666 10,763,334
2. Other Non-Executive Directors
• Fee for attending board committee NA NA NA NA NA 80,000 80,000
meetings
• Commission – – – – – 1,416,666 1,416,666
• Others, please specify – – – – – – –
Total (2) – – – – – 1,496,666 1,496,666
Total (B) = (1 + 2) 2,296,667 2,136,667 2,216,667 2,136,667 1,976,666 1,496,666 12,260,000
Total Managerial Remuneration
*Overall Ceiling as per the Act ` 94,027,000 (being 1% of the Net Profits of the Company calculated as per Section 198 of the Companies Act 2013)
Annexure - 11
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
Key Managerial Personnel
Sl.
Particulars of remuneration CEo Company Secretary CFo total
no.
(Poonam Bhasin) (Ashish Nanda)
1. Gross salary NA
(a) Salary as per provisions contained in section 3,765,719 13,003,723 16,769,442
17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, --- 39,600 39,600
1961
(c) Profits in lieu of salary under section 17(3) Nil Nil Nil
Income-tax Act, 1961
2. Stock Option Nil Nil Nil
3. Sweat Equity
4. Commission
- as % of profit Nil Nil Nil
- others, specify... Nil Nil Nil
5. Others, please specify
Employer’s contribution to PF 197,639 575,219 772,858
total 3,963,358 13,618,542 17,581,900
Annexure - 12
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: - Not Applicable
There were no PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES for the year ending March 31, 2019

74
Annexure J
Conservation of Energy, Research and Development, Technology Absorption and Foreign

Exchange Earnings and Outgo
Conservation of Energy , Research and development , Technology The overall effect of the above measures has led to reduction of
Absorption and Foreign Exchange Earnings and Outgo energy consumption by 5% and 6% in FY 2017-18 and 2018-19
respectively despite of load increase in Assessment Hub and Cafeteria
A. Conservation of Energy
and >35% increase in head counts (1323 to 1790). Water efficiency
Your Company is always in the lookout for energy efficient and conservation initiatives, rainwater harvesting systems, help the
measures for operation, and values conservation of energy Company in significant conservation of water and minimal wastage.
through usage of latest technologies for improving productivity
and quality of products and services. B. Research & Development
The Company focuses on processes to monitor and improve Research and development is a fundamental part of your
environmental performance through various means and Company’s long term competitive advantage.
initiatives focusing on energy, carbon, water and waste.
Your Company continues to invest significantly in product R&D.
Moreover, operations of the Company also involve low energy
consumption, but still the endeavour is to reduce electricity Some highlight of the activities are:
consumption and the resultant carbon footprint. A few of the • The establishment of a dedicated team which continuously
energy conserving measures, include the following: researches technology and business trends in the global
• Replacement of Sodium vapor and CFL based lights by LED market place in order to ensure that your Company builds
based lights is in process. All downlights and about 30% of new innovative capabilities
T-5 lights have already been replaced.
• Every 6 months the Company releases new versions of our
• Strong measures are being observed to ensure that no products with enhanced features.
equipment is left in a switch on mode during non-working
hours unnecessarily. • The Company retains a key focus is on applying new
technologies to deliver value to customers. For example,
• Use of AAC blocks in construction for keeping the load and using Artificial Intelligence (AI) and Machine Learning (ML)
pressure on air-conditioning minimal.
in the areas of fraud detection, credit evaluation & debt
• Use of furniture and equipment products that are standard recovery. Chatbots, Image processing are also areas under
and branded, and which comply with environment-friendly research.
specification.
• There is lot of work going on in the Digital transformation
• Implementation of Green building designs and construction area using
which dramatically reduces the enormous amounts of
energy that buildings consume in heating, cooling, lighting o Straight Through Processing
and water use.
o Self-Servicing Portal
• Regular UPS and AC plant maintenance to ensure efficient
working of the equipment. o Mobility Applications
• Regular maintenance of all water pumps to improve pump o Imaging Solution

efficiency and thereby reduction in Energy demand
o API Digital Stack
• Waste water from the RO plant is being recycled to
conserve water. o Process Automation
• Continuous monitoring of floor areas after normal working • Our Products are mission critical systems for our customers.
hours and switching off lights and air-conditioning. They are designed to ensure that our customers can run
their businesses regardless of changes in volumes. Market
• Installation of chillers graded with VFD in HVAC plant to
reduce energy consumption immensely has been and is trends are leading to rapidly increasing business volumes,
being done. often in unpredictable ways, and as such we are constantly
working to ensure that our Products continue to be highly
• Replacement of aluminium blade assemblies of cooling Scalable and Secure.
tower by FRP blade assemblies has been done.
• In line with changing market requirements, we continually
• Proposal of installation of 160 kwp terrace solar plant is in
develop new business capabilities/modules/products to
final stage.
cater for the ever changing businesses.
• Optimum and need based utilization/running of AC’s,
Chillers, AHU’s, Pumps, Fans, etc is being ensured. • Our teams engage with global Institutions such as MIT, IISc
etc. to exploe and learn about new technologies.
• Installation of auto controls over running hours of some
AC equipment’s in areas like Hub Rooms, UPS Rooms, The following sections highlight R& D Initiatives in Specific
Cafeteria, Audi, etc has been done.. Areas , their benefits and future plan of action:

75
Finnone NeotM Product Suite finance. FinnOne Neo’s loan servicing capabilities were enriched
with support for new repayment types, new STP, Security
Finnone Neo Product Suite Instrument handling. The Collections module was enriched to
Customer Acquisition System (CAS) support strategy preservation, target setting and performance
Loan Management System (LMS) monitoring, Barcode for letters, simplified rule maintenance for
complex scenarios.
Collections
To support the ongoing digital transformation of lending
Finance Against Securities (FAS)
FinnOne Neo now offers a robust API pack that can be consumed
Enterprise Content Management (ECM) by various 3rd party system/channels.
Mobility Apps: mCAS, mApply, mCollect, mServe & mFin Lending Analytics (LA) was enhanced with the release of
Portal : eApply & eServe additional features such as Multiple Linear Regression,
Lending Analytics Clustering, Time Series (Moving Average & Exponential
Smoothing), Random Forest & Ensemble Model released during
The FinnOne NeoTM suite is one of the Products that has come the year.
out of this R&D initiative and is under constant enhancement.
FinnOne Neo is an end-to-end solution for Lending Businesses. During the year we enhanced our Mobility solution by adding
The CAS module covers the entire Customer Onboarding a range of features including: Voice Based loan servicing and
process, with a multi channel front end and a solid credit in app search, Push Notifications, Gesture Control. The mServe
process backend. The LMS module takes care of the entire solution was enriched with Self Service STP’s, Interactive
servicing life cycle of a Loan including accounting, repayments, Statement. mCollect was enriched with handling for pickup
special transaction, NPA Management, self-service through cases. mApply enriched with Limit Module. We added to our
channels etc. The Collection module takes over in managing solution footprinb by adding a new app called mFin which is
defaulters or possible defaulters. The FAS module handles used for driving efficiency in micro finance loan acquisition.
specialized financial products like Advances against Securities. FinnAxia tM Product Suite
All the above are served by the Lending Analytics module with
Customer targeting, Credit Scoring, Collection Strategy models. FinnAxia Product Suite
As part of our 6 monthly release plan, we released FinnOne Global Receivables
Neo3.0 in May 2018 and FinnOne Neo 3.5 in November 2018.
Global Payments
Release Highlights Global Liquidity Management
mFin Channel App Financial Supply chain Management (FSCM) & Electronic
Invoice Presentment and Payment (EIPP)
Microfinance – SHG and JLG
Trade Front End
Agriculture Term Loan
Electronic Bill Presentment and Payment (EBPP)
Kissan Credit Card
Construction Equipment The FinnAxiaTM suite offers an enterprise solution for the
Transaction Banking operations of Corporate banks. It
Rate Approval offers a wide range of rich capabilities including Receivables
Disbursal Credit Counselling Management, Payable Management and Liquidity Management,
Weekly/Biweekly/Daily repayment loans all of which are designed to allow banks to support the needs
of their Corporate customers. It also now offers an innovative
Omni Product Application processing Financial Supply Chain platform for Corporates and SMEs. The
Multi Chassis and Multi Body in Single Loan Application Product modules can be used as independent product systems
Structured Repayment schedule or together to form a single integrated platform.
Delinquency Monitoring for Charges (non-instalment) During the year we released FinnAxia 5.5 in June 2018 and
FinnAixa 6.0 in December 2018.
Collection – Expense Monitoring
Collection – Enhanced Rule Engine Release Highlights
Collection – Authority Delegation Global Payments: Mobile wallets, Payment API’s & enhanced
pricing/billing engine
API stack for digital landscape
Financial Supply chain Management (FSCM): Dynamic
Five additional business product lines were added in these discounting, back to back loan settlement, early invoice
releases. In addition FinnOne Neo’s compliance features were financing and SCF API’s
enhanced in line with changes in regulatory environments and Global Liquidity Management : Enhanced pricing/billing
the digital lending ecosystem. engine for Sweep interest allocation
FinnOne Neo CAS was enriched with support for construction Digital Compass: Enhanced Authorization Matrix
equipment processing such as delivery order at asset, multi Trade Finance: Shipping Guarantee, Standby Letter of Credit
body and multi chassis, disbursal credit counselling for micro & Import-Export Finance

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The integration of complementary business functions, such as The R&D expenditure for FY 2019 and FY 2018 is as follows:
cash management and trade finance, has become a priority
for banks in recent years, in response to customers’ changing (Amount ` in crore)
working capital needs, and to reflect the increasing cost For the Year ended March 31, 2019 2018
of capital. Corporate treasurers understand the changing Revenue expenditure 31.06 29.13
regulatory pressures on banks, and despite the possible R&D expenditure/Total revenue 7.83 8.64
constraints in terms of cost and availability of financing, they
C. Technology Absorption, Adaptation and Innovation
also see the benefits in terms of improved, more integrated
solution offerings that meet their working capital objectives Your Company realizes the importance of innovation and
more specifically than a product-led approach. Our releases this improvements in key areas of business. As business and
year built on this business need. technologies are changing constantly, investment in research
and development activities is of paramount importance. Your
The theme of Jun ’18 Product release was “Precision Financing
Company continued its focus on quality up gradation of software
for Healthy Supply Chains”.
development processes and software product enhancements.
The Financial Supply Chain Management (FSCM) solution was This has helped maintain margins despite changes in
enhanced to support Back to Back Loan Initiation & Settlement, technology. In order to create a conducive environment which
Interest calculation & Posting, RM Exception Management, propels adaptation of new ideas, skills and methodologies, your
Integrated invoice payments, Customer Credit Exposure Company has instituted a culture of quality consciousness at
Dashboard, Early Invoice Financing, Delayed Financing & the grass-root level.
Interest Sharing. Your Company not only encourages innovation, but also
The theme of Dec ’18 Product release was “Financing the long recognizes and rewards it suitably. This policy is not restricted
tail of supply chain”. to technology, but includes innovation in non-IT processes and
human resource initiatives.
This version supports – advanced supply chain finance and trade
finance solutions which enable banks to capture this massive Information in case of imported technology (imports during the
opportunity and help them gain and retain their position as the last five years) - not applicable to the Company.
banker-of-choice for the new customer segments. D. Foreign Exchange Earnings and Outgo
The supply chain solution includes the dynamic discounting 1. Export Initiatives and Development of New Export Markets
feature, which allows both buyers and suppliers to benefit from
Your Company is recognized as one of the pioneers in
their financial supply chain and ensures improved relationships
software exports in the BFS domain. The Company is
between trading partners. The solution also supports the 4
registered with the Software Technology Park of India,
corner model (two-bank interoperable), 3 corner model (single-
is present in a Special Economic Zone; both as a co-
bank closed) and the point model of financing. The four corner
developer and a unit. The Company also has a network of
model facilitates the on-boarding process of buyers and sellers
international offices across the globe.
and gives trade banks an extended global reach based on
interbank relationships. During the year, your Company won 28 orders and
implemented 69 product modules all over the world.
R & D is a continuous innovation process and with changing
In FY 2019, foreign exchange earnings from software
needs and technologies we will continue to re-evaluate and
products and services were at ` 258.46 crore, 65%
where necessary reinvent our solution offerings to meet the
of revenue against ` 220.14 crore, 65% of revenue in
needs of the market and our customers.
FY 2018.
Research & Development Expenditure
2. Foreign Exchange Earned and Used
As reported, the in house R&D unit of your Company located in (Amount ` in crore)
the corporate office in Noida, was accorded initial recognition For the Year ended March 31, 2019 2018
by the Department of Scientific and Industrial Research (DSIR)
Foreign Exchange earnings
from December 31, 2012 till March 31, 2015. The Company
from software development of 248.46 211.25
further received renewal of recognition for its R&D center
products and services
for three years starting from 1 April 2015 till 31 March 2018
and subsiquently from 1 April 2018 till 31 March 2021. The from dividend and interest income 10.00 8.89
Company has during the year ended 31 March, 2019 availed Foreign Exchange outgo (Including 40.69 44.62
and recognised tax benefit under section 35 (2AB). capital goods)

77
rEPort oN CorPorAtE GoVErNANCE

78
Report on Corporate Governance
Effective Corporate Governance practices constitute the strong

foundation on which successful commercial enterprises are
built to last. The pillars of successful Corporate Governance are Company
accountability, fairness, transparency, assurance, leadership and Vision &
stakeholder management. All six are critical in successfully running Mission
an entity and forming solid professional relationships among its
stakeholders which include board of directors, managers, employees,
customers, regulators and most importantly, shareholders.
SEBI, in its Board meeting on 28 March 2018, considered the Kotak
Committee (the Committee) report on Corporate Governance
Corporate Value
Transparency Creation
and accepted several recommendations of the Committee which
are aimed at all four aspects of Corporate Governance – fairness,
& Disclosures Governance for all
Stakeholders
transparency, responsibility and accountability. at Nucleus
Company’s Philosophy on Corporate Governance
Nucleus has a strong legacy of fair, transparent and ethical
governance practices. The Company’s philosophy on corporate
governance oversees business strategies and ensures fiscal
Accountability
accountability, ethical corporate behavior and fairness to all
stakeholders comprising regulators, employees, customers, vendors,
investors and the society at large.
Our commitment to adoption of best practices of Corporate
Governance makes us compliant with the Companies Act 2013 as The Company’s Corporate Governance practice is based on the
well as with the provisions of Corporate Governance of SEBI (Listing following:
Obligations and Disclosure Requirements) Regulations, 2015. A. Board of Directors
The flow of content in this Report is as follows: The Company’s Board of Directors plays a key role in providing
Report on Corporate Governance direction in terms of strategy, target setting and performance
evaluation of the top management. It places special emphasis
A. Board of Directors on compliance as also ensuring that the Company operates in
B. Committee of the Board of Directors the best interests of all its shareholders.
C. Shareholder Information Nucleus firmly believes that Board independence is essential to
D. Disclosures bring objectivity and transparency in the management of the
E. General Shareholder Information Company. The policy, in fact, has been to have more number of
F. Compliance with Non-Mandatory Requirements Independent Directors to ensure the independence of Board,
and separate its functions of governance and management.
a) Attributes of a Board
It is important to consider a variety of personal attributes
among the Board incumbents including intellect, judgment,
openness, honesty and the ability to develop trust. A Board
requires Directors who have the intellectual capability to
question status quo and debate any new policy/strategy as
also offer suggestions and alternatives.

79
b) Size and Composition of the Board Manchester, UK. Having taught at a school for a year
and a half, Mr. Acharya enrolled in an intensive course
An ideal Board should ensure an appropriate balance
in Chinese language at the University of Delhi, and then
of power, independence and authority. The key to good
sat for the civil service examinations in 1973. He served
Corporate Governance is the optimum combination of the
in the Indian Administrative Service for 35 years based
executive and non-executive Directors on the Board. As
in Karnataka for 20 years and in Delhi for 13 years and 2
of March 31, 2019, the Board at Nucleus consists of Eight
years as a probationer in Mussoorie. During the course of
members; Six Board members are Non-Executive, out of six,
five are Independent Non-Executive, one is Non-Executive these years he has had a variety of experiences that have
and two are Executive Directors. All Independent Directors, helped him to gain an insight into the affairs of human
with their diverse knowledge and expertise, provide beings. After retirement he had been retained by a leading
valuable contribution in the deliberations and decisions of education Trust to act the Chief Executive to help run their
the Board, maintaining the requisite independence. engineering and general sciences institutions. He also
served as an Independent Director on the Board of the
Composition of the Board as on March 31, 2019: Bharat Electronics Ltd.
Name of Director Position Age in Mr. Acharya joined the Board of Directors of Nucleus
years Software Exports Ltd. in March 2016.
Mr. S.M Acharya Non-Executive, 70 Mr. Vishnu R. Dusad, Managing Director
(DIN 00545141) Chairman, Independent
Director Mr. Vishnu R. Dusad is one of the key founders of Nucleus
Software Exports Ltd. and has served as a Director since
Mr. Vishnu R Dusad Managing Director, 62 the inception of the Company. Mr. Dusad completed his
(DIN 00008412) Promoter, Executive Bachelor’s Degree in Technology from Indian Institute of
Director Technology, Delhi, and has also done Masters in Systems
and Management. As an entrepreneur, he has been
Ms. Ritika Dusad Non-Executive Director 29 associated with the development of the software industry
(DIN: 07022867) in India since 1983 as an entrepreneur. Mr. Dusad has
Mr. Prithvi Haldea Non-Executive, 68 enriched Nucleus with his technology background and over
(DIN 00001220) Independent Director 30 years of valuable professional experience in the exciting
space of BFSI IT Solutions. He has a deep commitment
Mrs. Elaine Mathias Non-Executive, 65 to making a difference in the lives of fellow Nucleites,
(DIN 06976868) Independent Director and through Nucleus, to the world around. His success
in concluding business deals for implementing Nucleus
Prof. Trilochan Sastry Non-Executive, 59
Products globally owes much to a deep sensitivity to cross-
(DIN 02762510) Independent Director
cultural nuances. His experience encompasses areas of
Mr. R. P. Singh Executive Director 56 software development, creation of strategic alliances,
(DIN 00008350) business development and the strategic planning.
Mr. N Subramaniam* Non-Executive, 58 Mr. Prithvi Haldea, Independent Director

(DIN 00166621) Independent Director Mr. Prithvi Haldea did his MBA from Birla Institute of
Table 1 Technology & Science, Pilani in 1971. Over the next 18
years, he worked at senior positions in the corporate
* Mr. N Subramaniam, whose current term expired on March sector in the areas of exports, consulting and advertising.
31, 2019, had conveyed his desire not to seek re-appointment During late 70s and early 80s, he was also associated with
as an Independent Director of the Company for the second term. the information industry and, among various activities,
Accordingly Mr. N Subramaniam ceased to be Director of the
Company w.e.f. April 1, 2019.
worked as a consultant with The World Bank and the U.S.
Department of Commerce.
A brief profile of each of the Board members is presented In 1989, Mr. Haldea set up PRIME Database, the country’s
below. first and still the only database on the primary capital
market. It has a large subscriber base, and is widely
Mr. S. M. Acharya, Chairman, Independent Director reported by the media. Mr. Haldea has been a visiting
Mr. S. M. Acharya is a retired IAS officer of the Karnataka faculty at several institutions and has addressed hundreds
cadre. He has held various senior positions in both State of conferences.
and Central Governments in his long and distinguished Mr. Haldea is presently a Member of the Government’s
career and retired as Secretary to the Government of Standing Council of Experts for the Financial Sector. He
India in the Ministry of Defence in 2009. Mr. S.M. Acharya is also a member of several committees including SEBI
went to school in Bangalore and Gwalior and graduated Primary Market Advisory Committee, SEBI Committee
from the universities of Madras and Hong Kong obtaining for Reviewing Disclosures, and Advisory Committee on
Bachelor of Arts degrees. He also possesses a Masters Individual Insolvency and Bankruptcy, Insolvency and
Degree in Economics from the Victoria University of Bankruptcy Board of India. Mr. Haldea is a member of the

80
Jury for ASSOCHAM’s awards for Corporate Governance Mr. Haldea has also extended his skills of information
and for Corporate Social Responsibility. He is also a management to other organizations, by creating www.
member of the Editorial Board of ICSI and Financial Services bsepsu.com, a website dedicated to disinvestments, a
Committee of ICSI. He is a Public Interest Director on the new website www.divest.nic.in for the Department of
board of Multi Commodity Exchange of India. Additionally, Disinvestment, the PE/VC Directory for the Indian Venture
he is an Advisor to the Association of Investment Bankers Capital Association, and nseinfobase.com, a searchable
of India, Gaja Capital, BGJC & Associates, and Association database of information on listed companies.
of Independent Directors of India.
A lover of Urdu poetry, he is presently devoting a lot of his
Mr. Haldea has served, among others, as a Board Member time to Ibaadat Foundation, which he founded for bringing
of the Central Listing Authority-SEBI, First Trustee of the poets and poetry back to life, through musical dramas. He
Pension Fund Regulatory & Development Authority, Board is also the Founder-Advisor to Rekhta Foundation which
of Governors of Indian Institute of Corporate Affairs, Central has created the world’s largest website on Urdu poetry.
Government Nominee on the Governing Council of Institute Mr. Haldea joined the Board of Directors of Nucleus
of Chartered Accountants of India and Central Government Software Exports Ltd. in June 2001, of Nucleus Software
Nominee on the Governing Council of Institute of Company Ltd. in April 2008 and Virstra- i Technology Services Limited
Secretaries of India. He was also a member of Ministry of in August 2014.
Finance Task Force on Financial Redress Agency, Quality
Review Board-ICAI, FSDC Committee on Commission/
Mrs. Elaine Mathias, Independent Director
Incentive Structure of the Distributors of Financial Products,
Finance Minister’s High-level Expert Committee on Mrs. Elaine Mathias is a B.Com (Hons.) graduate from
Corporate Bonds and Securitization, SEBI Secondary Market Sydenham College of Commerce and Economics, Mumbai.
Advisory Committee, SEBI Committee on Disclosures & She has a dual Professional qualification and is a Fellow
Accounting Standards, SEBI Committee for Review for member of the Institute of Chartered Accountants of India
MAPIN, ICSI Standing Committee for Development of a and also an Associate member of the Institute of Cost
Model for Assessing Corporate Governance, Chairman of Accountants of India.
the ASSOCHAM’s National Council for Capital Markets,
Mrs. Elaine Mathias is a highly reputed professional
Rules Committee (for the Companies Act) of the Ministry of
with thirty four years’ experience in Bharat Electronics
Corporate Affairs, MCA Committee on Review of Corporate
Limited (BEL), Bangalore, a Navratna Company under the
Governance Norms, MCA Committee for Review of the
Ministry of Defence, Government of India, from where she
Chartered Accountants Act, Listing Advisory Committee superannuated as Executive Director (Finance). At BEL she
of NSE, Index Committee, Listing Committee and Delisting was in charge of various portfolios in Corporate Finance
Committee of BSE and Delisting Committee of DSE. He was like Accounts, Taxation, Treasury, Budgeting and Pricing
also a member of CII’s National Task Force on Financial and introduced continuous improvements in systems and
Markets and NASSCOM’s Corporate Governance & Ethics procedures in all these areas.
Committee. Mr. Haldea was also the Chairman of PHDCCI
Capital Markets Committee and ASSOCHAM Capital Besides her Finance role, she played a very active part
Markets Committee. He was also on the board of UTI in all Human Relations activities including negotiations
Mutual Fund as an Independent Director for nearly 6 years with the Unions and framing of Personnel Policies within
till end 2011. the Government Guidelines. She has proficiency in
development of various financial systems, risk management,
In a recent effort, Mr. Haldea has rewritten gratis for SEBI regulatory compliances, strategy implementation, talent
the ICDR Regulations, in an orderly manner, and in simple management, best practices of Corporate Governance.
English.
At the time of her superannuation, she was the Chairperson
As an investor protection activist and proponent of of various Trusts and Committees like the BEL Gratuity Trust,
corporate governance, Mr. Haldea regularly raises issues the BEL Superannuation Pension Trust and the Corporate
with regulators and in the media. In the pursuit of this Committee against Sexual Harassment of Women at the
objective, he has also launched several unique websites Workplace.
which include www.watchoutinvestors.com, aggregating
information on economic defaulters which now lists over She has interacted and represented BEL at meetings
4,25,000 cases, www.primedirectors.com: a databank of with various external agencies like Bankers, Credit rating
professionals for listed companies to select independent agencies, Statutory Auditors, Government Auditors,
directors, now hosting profiles of over 20,000 professionals, Cost Auditors, Government officials, Financial Analysts,
Institutional Investors and Technology Collaborators.
www.indianboards.com profiling directors of listed
companies and www.msmementor.in, a national skills Mrs. Elaine Mathias joined the Board of Directors of
registry of professionals for the benefit of MSMEs. He had Nucleus Software Exports Ltd. in September 2014.
earlier designed and maintained www.directorsdatabase.
com, covering detailed profiles of directors of Indian listed Professor Trilochan Sastry, Independent Director
companies and www.iepf.gov.in, an investor education
initiative in 11 languages. He also produced simply-written Professor Trilochan Sastry, former Dean at IIM Bangalore,
Investor Guides for the Ministry of Corporate Affairs. currently teaches at IIM Bangalore. A B.Tech from IIT,

81
Delhi, an MBA from IIM, Ahmedabad, and a Ph.D. SlashSupport, Jyothy Laboratories, SRA Systems, Omkar
from MIT, USA, Professor Sastry has taught for several Clean Energy Services Private Limited and L & T Financial
years at IIM, Ahmedabad after which he moved to IIM, Services His interests, beyond finance, include a passion for
Bangalore. A recipient of national award for research and Executive Coaching and Green Energy Technologies.
teaching, Professor Sastry has taught in many prestigious
Universities in India, Japan, Hong Kong and United States Mr. Subramaniam joined the Board of Directors of Nucleus
and has published several academic papers in Indian and Software Exports Ltd. in July 2012 and Nucleus Software
International journals. He had earlier served on the Board Australia Pty. Ltd. In February 2014.
of NABARD and also on the Board of IIM Bangalore for
5 years. He is currently a Director on the Board of India Ms. Ritika Dusad, Non-Executive Director
farm Foods Pvt. Ltd.
Ms. Ritika Dusad is presently pursuing a PhD in physics from
Mr. Trilochan Sastry joined the Board of Directors of the prestigious Cornell University, USA. She is interested
Nucleus Software Exports Ltd. in July 2013. He is also on in physics of magnets and spintronics- which is said to be
the Board of Nucleus Software Limited. spearheading the next generation memory devices for our
computers. Ms. Ritika joined the Board in July 2016.
Mr. R. P. Singh, Executive Director c) Board Membership Criteria
Mr. Ravi Pratap Singh started his career with Nucleus Our Board comprises of eminent professionals of integrity
Software in 1986 and has been part of the team since then. with relevant skills and experience. Their contribution is
Currently, Mr. Ravi Pratap Singh (RP), is the Chief Executive facilitated by:
Officer at Nucleus Software.
• high quality Board documentation;
In 2014, he joined the Board as an Executive Director.
Product innovation is RP’s passion and he has been • expert opinions, wherever deemed necessary; and
spearheading the launch of cutting edge products at • healthy debate especially on complex, contentious
Nucleus Software. His entire career has been spent in and critical issues.
designing, developing & delivering best-in-class software The Board members are committed to ensure that Nucleus
solutions for global Banking and Financial Services leaders. follows the highest standards of Corporate Governance.
RP started the Nucleus School of Banking Technology
(NSBT) as a new division of Nucleus Software in 2010 with Nomination and Remuneration/ Compensation Committee
a vision of developing world class Banking (& Financial) (NRC) of the Board assist in fulfilling the responsibilities
Technology Professionals. relating to the size and composition of the Board.
Being a natural mentor and a technocrat of high calibre Certificate from Company Secretary in practice
himself, he continues to succumb to his passion for
A certificate from M/s Sanjay Grover and Associates,
inspiring and enabling young minds to innovate. In his
Company Secretary in practice has been taken as required
role as the Global Head of Delivery, RP introduced many
under the Listing Regulations, confirming that none of the
measurement models and spearheaded quality initiatives.
Directors on the Board of the Company has been debarred
His innovative yet practical approach to solving “real”
or disqualified from being appointed or continuing as
business problems makes him a repository of knowledge.
Director of Company by SEBI /Ministry of Corporate Affairs
He is also on the Board of Virstra – i Technology Services or any such statutory authority . The certificate is enclosed
Limited, Nucleus Software Limited, Nucleus Software Japan as Annexure A.
Kabushiki Kaisha and Nucleus Software Netherland B. V. d) Selection of Independent Directors
Mr. R. P. Singh was appointed as CEO of the Company w.e.f Nomination and Remuneration/Compensation Committee
April 1, 2018 while evaluating the potential candidates, considers
a variety of personal attributes, including experience,
Mr. N. Subramaniam, Independent Director intellect, foresight, judgment and transparency, and
match these with the requirements set out by the Board.
Mr. N. Subramaniam is a post graduate from IIM
Broadly, the following criteria have been set for selection of
Ahmadabad and is also CA, CS and CWA by qualification.
Independent Directors based on:
Having a corporate experience of over 30 years, he founded
M Cap Fund Advisors and is its Managing Partner. He is • Independence from Management
currently a Director on the Board of, Ganesha Ecosphere
• No substantial shareholding
Limited and NS Equity Advisors Private Limited .In the past,
he has been the Chairman of Venture Capital Association • Other significant relationship which may cause a
of India, Infrasoft Technologies, Vice Chairman of Mphasis, conflict of interest
Chairman of Audit Committee of Mphasis and Director
• Capability of taking fair decisions without being
of Auro Mira Energy, Maples ESM Technologies, SECOVA,
influenced
Cybernet Software Systems and SlashSupport Inc. He was
also the member of Board at Integra Software Services, • Independent Directors are expected to balance the

82
decision-making process of the Board by constructively d) To ensure that all Directors attain a level of
challenging the Company’s strategy and exercise due understanding of the business and industry in which
diligence Nucleus functions;
• Independent Directors should possess the requisite e) To energize on the level and degree of each Director’s
business and industry expertise in the domain the contribution to the Board;
Company operates in f) To ensure that all Directors make informed decisions in
their deliberation of matters concerning the Company;
• Independent Directors should be competent enough
and
to work effectively like a team member as well as
leader with the other Directors of the Board and g) To foster a spirit of independence in all Directors in
committees order to ensure that they contribute meaningfully and
• Independent Directors should contribute impartially.
constructively in the Board’s deliberations. The familiarization programmes comprise of a combination
The aim is to secure a Boardroom which achieves the right of written information, presentations and activities,
balance between challenge and teamwork, and fresh input including meetings, site visits, etc. to enable them to
and thinking. familiarize with the Company management, operations
and practices.
The Companies Act, 2013 and the Listing Regulations
define an “Independent Director “as a person who is not The members of senior management are invited to present
a promotor or employee or one of the key managerial updates on their respective business units at the each
personnel of the Company or its subsidiaries. They also quarterly board meeting. Key aspects that are covered in
state that the person should not have a material pecuniary these sessions include:
relationship or transactions with the Company or its 1. Business unit progress report
subsidiaries, during the two immediate preceding financial
years or during the current financial year, apart from 2. Industry /market and technology trends
receiving remuneration as Independent Director. 3. Competition
We abide by these definitions of an Independent Director. 4. Future strategy
The Committee has also framed a Policy for “Selection Additional meetings are planned with Board members
of Directors”. The Board considers the Committee’s for seeking their expertise on challenges being faced
recommendations and takes appropriate actions.
in ongoing strategic initiatives or for launch of any new
Every Independent Director, at the first meeting of the project.
Board in which he participates as a Director and thereafter
The requirement for these programmes increases
at the first meeting of the Board in every financial year,
manifolds for a newly appointed Director. The newly
gives a declaration that he/she meets the criteria of
appointed Director is given a formal induction and
independence as provided under law. The Company has
orientation with respect to the Company’s Vision, Mission,
received declarations from all the Independent Directors
objectives, Organization structure and key values including
that they meet the criteria of independence as laid down
Code of Ethics, Corporate Governance, Major Risks and
under Section 149(6) of the Companies Act, 2013 and
Risk Management Strategy.
Regulation 25 of the SEBI (LODR) Regulations, 2015. Based
on the declaration received from Independent Directors The details on programmes can be accessed on the
the Board of Directors of the Company have confirmed that Company website link: http://www.nucleussoftware.com/
the independent Directors fulfill the conditions specified in investors.
the regulations and are independent of the management.
f) Diversity in Board
e) Familiarization programmes for Board members
Diversity, in all its aspects, serves an important purpose
The Company has constituted familiarization programmes for Board effectiveness. It can widen perspectives
for its Directors (Independent and Non-Independent), with while making decisions, avoid similarity of attitude and
an objective to: help companies better understand and connect with
a) Provide them with every opportunity to familiarize its stakeholders. Such diversity may be with regard to
themselves with the Company, Nucleus’s Board academic qualifications, technical expertise, relevant
practices and processes, its management and its industry knowledge, experience, nationality and age. The
operations and above all the Industry perspective & Nucleus Board represents diversity in terms of all these
issues; parameters.
b) To familiarize them with regards to their rights, duties g) Separation of the Office of Chairman and the Chief
and functions; Executive Officer (CEO)
c) To ensure that all Directors are cognizant and At Nucleus, the role and office of the Chairman and Chief
appreciate the legal and ethical framework in which Executive Officer (CEO) have always been separate. This
they must conduct themselves; promotes the right balance and prevents unfettered

83
decision making power with a single individual. For greater Nomination and Remuneration/Compensation committee
efficiency, there is also a clear demarcation of the role and have approved the re-appointment of Mr. R P Singh as
responsibilities of the Chairman and the CEO. Executive Director for another term of five years, subject
to approval of shareholders in the forthcoming Annual
The primary role of the Chairman of the Company is to
General meeting.
provide leadership to the Board. The Chairman of the
Board presides over its meetings and leads and assists the All Independent Directors have been appointed for a
Board in setting and realizing the Company’s vision and term of five years and shall be eligible for re-appointment
related short and long term goals. on passing of a special resolution by shareholders of the
Company.
CEO is the principal executive of the Company and is
accountable for the management and operations of the i) Key Board qualifications, expertise and attributes
Company and implementation of business policies and
The Board comprises qualified members who bring in
strategies agreed to by the Board of Directors in a manner
the required skills, competence and expertise that allow
that is consistent with best business practices. CEO leads
them to make effective contributions to the Board and its
internally by adding value in strategy and structure, and
committees.
ensuring that the Company is represented with integrity to
institutions, investors, analysts and other stakeholders. The Board has identified the following skills/expertise/
competencies fundamental for the effective functioning of
Roles and Responsibilities of the Nucleus Board Chairman
the Company, all of which are currently available with the
are to:
members of the Board:
• Ensure that the Board establishes and regularly
reviews the Company’s policies, strategies and plans. Financial Experience in financial
• Provide consistent strategic input and scrutiny. management, capital allocation
and financial reporting processes
• Chair the meetings of the Board and of the General
Meetings. Global Business Understanding of diverse
business environments, business
• Ensure sufficient Board and Committee time for
dynamics across various
discussion of complex or contentious issues, with
geographical markets, industry
additional informal meetings for prior discussion, if
verticals and a perspective on
necessary.
global market opportunities.
• Plan the composition of the Board and Board Strategy and Planning Strategic choices and
committees, Induct new directors as required and experience in guiding and
plan for Board members’ succession. leading management teams
Role and Responsibilities of the Nucleus CEO are to: to make decisions in uncertain
environments.
• Prepare strategy, plans, mission and vision of the
Company and strive for its implementation. Technology Knowledge of new technological
trends, disruptive innovations
• Responsible for running the Company’s business
and guidance on new business
operations and financial performance.
models
• Provide clear leadership. Governance Experience in developing
• Develop the right organization structure. governance practices, serving
• Responsible for succession planning for key executives the best interests of all
and its implementation. stakeholders, maintaining board
and management accountability,
• Communication with investors and other stakeholders.
building long-term effective
h) Membership Term stakeholder engagements and
driving corporate ethics and
The Companies Act, 2013, mandates the retirement of
values.
two-third of the Board members (who are liable to retire by
rotation) every year and the retiring members eligible for Sales and marketing Experience in developing
re-appointment. Independent Directors shall hold office strategies to grow sales and
for a term of upto five consecutive years on the Board of a market share, enter into new
Company and be eligible for re-appointment on passing of geographies and enhance
a special resolution by the shareholders of the Company. enterprise reputation.
Ms. Ritika Dusad Non-Executive Director of the Company J) Mechanism for Evaluating Board members
retires by rotation at the ensuing Annual General Meeting
and being eligible has offered herself for re-appointment. Pursuant to the provisions of the Companies Act, 2013
and Regulations 25 of the SEBI (LODR) Regulations, there
Mr. R. P. Singh was appointed as an Executive Director is a formal Policy for Board Performance Evaluation which
w.e.f. July 26, 2014 for a period of 5 years. His present term suggests process for evaluation of the performance of both
will expire on July 25, 2019. The Board members at their the Board and individual Directors and the Committees.
meeting held on April 23, 2019, on the recommendation of The purpose of the Policy is:

84
• To ensure the overall performance evaluation process discussions and decisions and flow of information to
of Directors address issues relating to the Company’s performance and
• Maximize strengths and identify and address the future strategies, as also improving relationships with all
weaknesses. stakeholders of the Company. Specifically for Independent
Directors, the key performance indicators based on
• Maintain an energized, proactive and effective Board.
which they were evaluated, besides their attendance in
The Board, along with the Nomination and Remuneration/ the Board/Committee meetings, included monitoring
Compensation Committee, laid down the criteria for of the Company’s Corporate Governance practices,
evaluation of the performance of all Directors, which then improving policies and processes across all functions, and
became a part of the Board Effectiveness Survey. The contribution to strategic planning. Further, the evaluation
Securities and Exchange Board of India (“SEBI”) released a process was based on the affirmations received from
guidance note on January 5, 2017 on the evaluation of the Independent Directors that they meet the independence
Board of Directors of a Listed Company (“Guidance Note”). criteria as required under the Companies Act 2013 and
This note is based on an analysis of the global practices listing regulations. The evaluation of the Board and the
in various jurisdictions like regulatory requirements, best Directors for fiscal 2019 has been completed.
practices, internal versus external evaluation, disclosure
k) Compensation of the Board of Directors
requirements etc.
The Nomination and Remuneration/Compensation
The Nomination and Remuneration/Compensation Committee determines and recommends to the Board the
committee in view of the Guidance Note, revised compensation payable to the Directors.
the criteria for evaluation of the performance of the
Non-Executive, Independent Directors are paid an
Chairman, the Board, Board committees and executive/
amount not exceeding one percent of the net profits of
non-executive/Independent Directors. The Chairman of
the Company for the year, in accordance with Section
the Committee circulated the evaluation forms to all he
197 of the Companies Act, 2013, and as approved by the
Directors, including Executive Directors. These filled-in
shareholders vide a special resolution for a period of five
forms had been received back by the Chairman and the
years , at the Annual General Meeting held on July 8, 2014.
responses were tabulated and analysed.
As per the Companies Act, 2013, Independent Directors are
The questionnaires of the Survey were designed on a scale not eligible to receive options under the various Employee
of 1 to 5, and in a comprehensive manner to be able to Stock Option Plans (ESOP) launched by the Company from
effectively capture the performance of each of the Directors, time to time. The annual compensation of the Executive
of the Board as a whole and several Committees of the Board. Directors is approved by the Committee and placed before
Each Board member was requested to evaluate the other the shareholders at the shareholders’ meeting.
Directors on a large number of parameters, including the All Board level compensation is disclosed separately in the
effectiveness of the Board dynamics and skills to encourage financial statements.
Compensation Paid /Payable to the Directors for the period April 2018 to March 2019
(Amount in `)
Name of Director Position Salary Company’s Perquisites/ Commission Sitting total
Contribution to Allowances Fees Compensation
Provident and
other funds
Mr. S. M. Acharya Chairman, Non-Executive, – – – 1,416,667 7,20,000 2,136,667
Independent Director
Mr. Vishnu R Dusad Managing Director, 6,205,606 360,000 28,800 – – 6,594,406

Promoter, Executive Director
Mr. Prithvi Haldea Non-Executive, – – – 1,416,667 880,000 2,296,667
Mrs. Elaine Mathias Non-Executive, – – – 1,416,667 800,000 2,216,667
Prof. Trilochan Sastry Non-Executive, – – – 1,416,667 720,000 2,136,667
Mr. R. P. Singh Executive and Whole Time 25,834,591 1,077,517 39,600 – – 26,951,708
Director, CEO
Mr. N. Subramaniam Non-Executive, – – – 1,416,666 560,000 1,976,666
Ms. Ritika Dusad Non-Executive, – – – 1,416,666 80,000 1,496,666
Director
total 32,040,197 1,437,517 68,400 8,500,000 3,760,000 45,806,114
Table 2

85
We confirm that none of the Non-Executive Directors received remuneration amounting to 50% of the total remuneration paid to
Non-Executive Directors during the year ended March 31, 2019.
The service contract of the Executive Directors is as below:
1. Mr. Vishnu R Dusad, Managing Director - for a period of 5 years that will expire on December 31, 2021 and
2. Mr. R. P. Singh, Whole Time Director - for a period of 5 years that will expire on July 25, 2019.
Remuneration of the Executive Directors included above, does not include provision for incremental liability on account of gratuity,
compensated absences since actuarial valuation is done for the Company as a whole.
None of the above Directors are eligible for any severance package and do not hold any stock options of the Company as on March
31, 2019. The notice period for a Director is as mutually agreed between the Executive Director and the Board.
Formal letters of appointment were issued to all Independent and Non-Executive Directors and terms and conditions of the same
are disclosed on the website of the Company.
Details of Equity Shares held by Non- Executive Directors as on March 31, 2019
Name of Director Position No. of Equity Shares
Mr. S M Acharya Chairman, Non-Executive and Independent Director –
Ms. Ritika Dusad Non-Executive Director 1,000,000
Mr. Prithvi Haldea Non-Executive, Independent Director –
Mrs. Elaine Mathias Non-Executive, Independent Director –
Prof. Trilochan Sastry Non-Executive, Independent Director –
Mr. N. Subramaniam* Non-Executive, Independent Director –
*Mr. N. Subramaniam, whose current term expired on March 31, 2019, has conveyed his desire not to seek re-appointment as Independent Director
of the Company for the second term. Accordingly Mr. N. Subramaniam ceased to be Director of the Company w.e.f. April 1 , 2019.
Table 3
l) Memberships of other Boards
An Executive Director may, with the prior consent of the Chairman of the Board, serve on the Board of two other business entities,
provided that such business entities are not in direct competition with Company operations. A Director shall not serve as Director in
more than 20 companies of which not more than 10 shall be Public Limited Companies. A Director shall not serve as an Independent
Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in
any Listed Company. A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees
across all companies in which he holds Directorships. For the purpose of considering the limit of the Committees, Audit Committee
and Stakeholders’ Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other
companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013
shall be excluded.
The number of other Directorships and Chairmanship/ Memberships of Committees held by each of the Director as on March 31,
2019 is mentioned in the table below:
Name of Director Position Relationship with Directorships Held of Other Committee Positions
other Directors Companies held as a
Public Private Section 8 Chairperson Member
Company
Mr. S M Acharya Chairman, Independent None - - - - 1
Director
Mr. Vishnu R Dusad Managing Director (MD), None 3 8 1 1 1
Promoter Executive Director
Mr. R. P. Singh Whole-Time Director & CEO None 2 2 - - -
Ms. Ritika Dusad Non-Executive Director Daughter of - 1 - - -
Managing Director
Mr. Prithvi Haldea Independent & None 3 3 3 1 3
Non Executive Director
Mrs. Elaine Mathias Independent & None - - - - 1
Prof. Trilochan Sastry Independent & None 1 1 - - 3
Mr. N. Subramaniam Independent & None 3 5 - 1 2
Table 4

86
In accordance with Regulation 26 of SEBI (LODR) or taken on adverse view regarding another
Regulations, 2015 of the Listing Agreement: enterprise that can have negative implications on
the Company.
i) Membership/Chairmanships of only the Audit
Committee and Stakeholder Relationship Committee o Details of any joint venture or collaboration
of all Public Limited Companies including Nucleus agreement.
Software Exports Ltd. is considered. o Transactions that involve substantial payment
ii) None of our Directors are members of more than ten towards goodwill, brand equity or intellectual
Board level committees, or Chairman of more than five property.
committees in Companies in which they are Directors. o Any significant development concerning human
All the Directors are, as such, fully compliant with the resources/ industrial relations.
requirement.
o Sale of material nature, of investments and
Furthermore, all our Directors besides informing the assets, which are not in the normal course of
Company annually about their Committee positions in business.
other companies, also notify changes as and when these
take place. o Quarterly details of foreign exchange exposure
and the steps taken by the management to limit
m) Board Meetings the risks of adverse exchange rate movement, if
(i) Information supplied to the Board material.
o Non-compliance of any regulatory, statutory or
The Board has complete access to all information
listing requirements and shareholders service
available with the Company. Information is provided
such as non-payment of dividend, delay in share
to the Board members on a continous basis for their
transfer etc.
review, inputs and approval. All information stipulated
under Regulation 17 of SEBI (LODR) Regulations, 2015 o Quarterly details of investments by the Company
is regularly provided to the Board as a part of the in liquid mutual funds, bank deposits and bonds,
agenda papers well in advance of the Board meetings. and returns thereon.
There is a structured manner in which the agenda items
o Quarterly update on HR related activities.
are prepared and distributed for the Board meetings.
During the Board meetings, the senior management is o Quarterly update on wholly-owned subsidiaries.
invited to present the plans and achievements relating o Quarterly update on large orders.
to their respective areas of responsibility.
o Report on order book position
(ii) The information placed before the Board includes:
o Report on compliances under “Code of Prevention
o Annual operating plans and budgets, with of Insider Trading” of the Company.
updates, if any.
(iii) Board Agenda
o Capital budgets and updates, if any.
The Company Secretary, in consultation with the
o Quarterly results of the Company and its Chairman of the Company and Chairman of the
operating divisions or business segments. respective Board Committees, prepares the agenda
o Minutes of meetings of Audit Committee and and supporting papers for discussion at each Board
other Committees of the Board. and Committee Meeting. The agenda and notes are
circulated to Board/Committee members in advance,
o Information on recruitment, remuneration and and in the defined agenda format. Members of the
removal of senior officers just below the Board Board or Committees are free to suggest any item to
level, including appointment or removal of Chief be included in the agenda, in addition to exercising
Financial Officer and Company Secretary. their right to bring up matters for discussion at the
meeting with permission of the Chairman.
o Materially important show cause, demand,
prosecution notices and penalty notices, if any. (iv) Board Materials Distributed in Advance
o Fatal or serious accidents, dangerous occurrences, Information and data that is important to the Board’s
any material effluent or pollution problems, if understanding of matters on the agenda is distributed
any. to the Board several days prior to the Board meetings
in order to allow the members adequate time for a
o Any material default in financial obligations to
detailed review.
and by the Company or substantial non-payment
for products sold by the Company. (v) Minutes of Board meetings of the Company’s unlisted
subsidiary companies
o Any issue that involves possible public or product
liability claims of substantial nature, including Minutes of the Board meetings of the Company’s
any judgment or order which, may have passed unlisted subsidiary companies are also placed before
strictures on the conduct of the Company the Board for information.

87
(vi) Scheduling of Board Meetings and Attendance during FY 2018-19.

• A minimum of four Board Meetings are required to be held each year. Moreover, the gap between two Board Meetings
should not exceed 120 days. During FY 2018-19, 8 Board meetings were held by your Company and the maximum gap
between two Board meetings during the year was 100 days.
• The dates on which the Board meetings were held during FY 2018-19, and the attendance record of the members in these
meetings is provided in a table.
Board Meeting Dates
Name of Directors 03 02 17 26 13 28 01 14
May July July October December January March March
2018 2018 2018 2018 2018 2019 2019 2019
Mr. S M Acharya        
Mr. Vishnu R Dusad        
Ms. Ritika Dusad x x x   x x x
Mr. Prithvi Haldea        
Mrs. Elaine Mathias        
Prof Trilochan Sastry       x 
Mr. R. P. Singh        
Mr. N. Subramaniam*     x  x 
Table 5
* Mr. N Subramaniam, whose current term expired of the proceedings. At the Board meetings,
on March 31, 2019, had conveyed his desire not to Directors can provide their inputs and suggestions
seek re-appointment as an Independent Director
on various strategic and operational matters.
of the Company for the second term. Accordingly
Mr. N Subramaniam ceased to be Director of the The draft minutes are circulated to all Board
Company w.e.f. April 1, 2019.
members within 48 hours of the meeting for their
• 4 statutory Board meetings are scheduled in comments.
advance for the entire year to be held after the
end of each financial quarter. Additional Board • The final minutes are entered in the Minutes
meetings are convened by giving appropriate Book and signed by the Chairman within 30 days
notice. In addition, for any business exigencies, from the conclusion of each meeting.
the resolutions are passed by circulation and later In the case of a meeting of the Board of Directors
placed in the ensuing Board meeting. or of a Committee of the Board, the minutes also
• Committees of the Board meet whenever contain:
required. (a) the names of the Directors present at the
• The Board meetings are usually held at the meeting; and
Company’s corporate office at A 39, Sector 62,
Noida 201307. (b) in the case of each resolution passed at the
meeting, the names of the Directors, if any,
• Information as mentioned in Schedule II Part A dissenting from, or not concurring with the
of the SEBI (LODR) Regulations 2015, has been resolution.
placed before the Board for its consideration
• Video conferencing/other audio visual means as Further all other requirements as per the Companies
prescribed by the Companies Act 2013, and Rules Act, 2013 and Rules made thereunder are duly
made thereunder, are used to facilitate Directors observed regarding Board/Committee meeting
travelling abroad, or present at other locations to Minutes.
participate in the meetings. (viii) Compliance
(vii) Recording Minutes of Proceedings at Board/ The Company Secretary, while preparing the Agenda,
Committee Meeting Notes on agenda, Minutes etc. is responsible for and
• The Company Secretary, who is present in each is required to ensure adherence to all applicable laws
Board/Committee meeting, records the minutes and regulations.

88
(ix) Action Taken Report information from the Company in an adequate manner and
in time. The members also discussed adequacy of Internal
All items discussed in the Board meetings which
Controls in the meeting.
require an action are recorded separately and are
circulated to the relevant persons for requisite action. Committees of the Board of Directors
The action taken by them is then reported through an
“Action Taken Report”, which is placed at each Board Committees are a means of improving Board effectiveness in
meeting. areas where more focused, specialized and extensive discussions
are required. Some of the Board functions are performed
N) Discussion with Independent Directors through specially constituted Board Committees consisting of
Pursuant to Schedule IV of the Companies Act 2013 and the Executive and Non-Executive / Independent Directors, which
Rules made thereunder, the Independent Directors of the then report to the Board. The Board’s Committees include Audit
Company held a meeting during the year, in absence of the Committee, Stakeholder Relationship Committee, Nomination
non-Independent Directors and members of management. and Remuneration / Compensation Committee, and Corporate
The Independent Directors were present at this meeting Social Responsibility Committee.
and participated in the discussions.
All Committees have formally established terms of reference/
In this meeting of Independent Directors, performance of charter, subject to revision/amendment as and when required.
non-Independent Directors, performance of the Board as
The Chairman of each Committee fulfills an important leadership
a whole and performance of the Chairman was evaluated,
role similar to that of the Chairman of the Board, particularly
taking into account the views of Executive Directors and
in creating an environment for effective contribution of each
Non-Executive Directors.
Committee member. While each Committee follows its charter,
The members also discussed quality, quantity and it also takes up for discussions, matters referred to it by the
timeliness of flow of information between the company Board. The Company Secretary, in consultation with the Board
management and the Board in great detail, and expressed Chairman and Committee Chairman, prepares the agenda for
their satisfaction that the Board as a whole and each each meeting. The minutes of each Committee’s meeting are
member individually receives all pertinent/sought for submitted to the Board for information and appropriate action.
Nucleus Board Committees

The Board as on March 31, 2019 had four committees . The Composition of the Board Committees is as follows:
Audit Nomination & Stakeholder Corporate Social

Committee Remuneration / Relationship Responsibility
Compensation Committee Committee
Committee
Mr. S M Acharya √ √
Mr. Vishnu R Dusad √ √
Mr. Prithvi Haldea √ √ √ √
Mrs. Elaine Mathias √ √
Prof. Trilochan Sastry √ √ √ √
Mr. N. Subramaniam* √
* Mr. N Subramaniam, whose current term expired on March 31, 2019, had conveyed his desire not to seek re-appointment as an Independent Director of
the Company for the second term. Accordingly Mr. N Subramaniam ceased to be Director of the Company w.e.f. April 1, 2019.
a) Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI (LODR) Regulations 2015,
read with section 177 of the Companies Act 2013. A key element in the Corporate Governance process of any organization is its
Audit Committee. Effective Audit Committees can greatly assist the Boards in discharge of their duties in respect of integrity of the
Company’s financial reporting. Indeed, it is essential that Boards, Management, Auditors, Internal Auditors and Audit Committees
all work with a common purpose to ensure that the Company obtains the benefits of the Audit Committee in terms of better
financial reporting and greater effectiveness of internal controls.
The Audit Committee at Nucleus was formed in August 2001. To efficiently carry out its functions, the Audit Committee has the
following roles and responsibilities as per its charter:

89
Audit committee shall along with such matter as may be • Discussion with internal auditors of any significant
referred by Board, be responsible for the following: findings and follow up there on;
With reference to the financial statements • Reviewing the findings of any internal investigations
by the internal auditors into matters where there is
• Examination of the financial statements and the
suspected fraud or irregularity or a failure of internal
auditors’ report thereon,
control systems of a material nature and reporting the
• Oversight of the company’s financial reporting process matter to the Board;
and the disclosure of its financial information to ensure
• Discussion with statutory auditors before the audit
that the financial statement is correct, sufficient and
commences, about the nature and scope of audit as
credible; well as post-audit discussion to ascertain any area of
• Reviewing, with the management, the annual financial concern;
statements and auditor’s report thereon before With reference to related party transactions
submission to the Board for approval, with particular
reference to:- • Approval or any subsequent modification of
transactions of the company with Related Parties,
 Matters required to be included in the Director’s
Responsibility Statement to be included in the The term “related party transactions” shall have the
Board’s report in terms of clause (c) of sub-section same meaning as provided in SEBI (LODR) Regulations,
3 of section 134 of the Companies Act, 2013 2015 and also the provisions of Companies Act, 2013
read with relevant rules thereto.
 Changes, if any, in accounting policies and
practices and reasons for the same other references
 Major accounting entries involving estimates • Scrutiny of Inter-Corporate Loans and Investments,
based on the exercise of judgment by • Valuation of undertakings or assets of the company,
management wherever it is necessary,
 Significant adjustments made in the financial • Evaluation of Internal Financial Controls and Risk
statements arising out of audit findings Management Systems
 Compliance with listing and other legal • Monitoring the end use of funds raised through public
requirements relating to financial statements offers and related matters.
 Disclosure of any related party transactions • Reviewing, with the management, the statement of
 modified opinion in the draft audit report uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.),
• Reviewing, with the management, the quarterly the statement of funds utilized for purposes other
financial statements before submission to the Board than those stated in the offer document / prospectus
for approval; / notice and the report submitted by the monitoring
• Review the financial statements, in particular, the agency monitoring the utilization of proceeds of
investments made by the unlisted subsidiary company. a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this
With reference to Auditors matter;
• The recommendation for appointment, remuneration • To look into the reasons for substantial defaults in
and terms of appointment of all Auditors of the the payment to the depositors, debenture holders,
Company including filling of casual vacancy, shareholders (in case of non-payment of declared
• Reviewing and monitoring the Auditor’s independence dividends) and creditors;
and performance and effectiveness of the Audit • To review the functioning of the Whistle Blower
process, mechanism;
• Approval of payment to statutory auditors for any • Approval of appointment of CFO (i.e., the whole-
other services rendered by the statutory auditors; time Finance Director or any other person heading
the finance function or discharging that function)
• Reviewing, with the management, performance of
after assessing the qualifications, experience and
statutory and internal auditors, adequacy of the
background, etc. of the candidate;
internal control systems;
• Carrying out any other function as is mentioned in the
• Reviewing the adequacy of internal audit function,
terms of reference of the Audit Committee.
if any, including the structure of the internal audit
department, staffing and seniority of the official • Reviewing the utilization of loans and/ or advances
heading the department, reporting structure coverage from/investment by the holding company in the
and frequency of internal audit; subsidiary exceeding rupees 100 crore or 10% of

90
the asset size of the subsidiary, whichever is lower between two Audit Committee Meetings did not
including existing loans / advances / investments exceed the mandatory 120 days. (The maximum gap
between two meetings was 100 days).
Following information is required to be mandatory
reviewed by Audit Committee The Composition of the Audit Committee as on March
31, 2019 and details of attendance of the members in
• Management discussion and analysis of financial
the meetings are as follows:
condition and results of operations;
• Statement of significant related party transactions Director Position No. of Meetings
(as defined by the Audit Committee), submitted by Held Attended
management; Mr. N. Subramaniam* Committee Chairman, 9 7
Non-Executive,
• Management letters / letters of internal control Independent Director
weaknesses issued by the statutory auditors; Mr. S.M Acharya Non-Executive, 9 9
• Internal audit reports relating to internal control
Mr. Prithvi Haldea Non-Executive, 9 9
weaknesses; and
• The appointment, removal and terms of remuneration Mrs. Elaine Mathias Non-Executive, 9 9
of the Chief internal auditor shall be subject to review Independent Director
by the Audit Committee Prof. Trilochan Sastry Non-Executive, 9 7
• statement of deviations:
Table 6
(a) quarterly statement of deviation(s) including
* Mr. N. Subramaniam, whose current term expired on March
report of monitoring agency, if applicable,
31, 2019, had conveyed his desire not to seek re-appointment
submitted to stock exchange(s) in terms of SEBI as an Independent Director of the Company for the second
Regulations term. Accordingly Mr. N. Subramaniam ceased to be Director
of the Company w.e.f. April 1, 2019
(b) annual statement of funds utilized for purposes
other than those stated in the offer document/ The Chairman of the Audit Committee was present
prospectus/notice in terms of SEBI Regulations. at the previous year Annual General Meeting held on
July 02, 2018 to answer shareholders’ queries.
Additional responsibility of the Chairman of the Audit
committee In addition to the members of the Audit Committee,
the Chief Financial Officer, Internal Auditor, Statutory
• Direct access to the Chairperson of the Audit
Auditors and other executives attend the meetings of
Committee under the vigil mechanism process.
the Committee upon invitation. Necessary information
• The Chairman of the Audit Committee shall be present such as Management Discussion and Analysis of
at Annual General Meeting to answer shareholder financial condition and results of operations, statement
queries. of significant related party transactions submitted
by the management, management letters, internal
Powers of the Audit committee
audit reports relating to internal control weaknesses
• Audit committee has been provided with following as per the requirement of law, are reviewed by the
powers: Committee.
o To investigate any activity within its terms of (iv) Separate Meetings of the Audit Committee Members
reference. with the Auditors
o To seek information from any employee. In line with the best Corporate Governance practices,
meetings of the Audit Committee, independent of
o To obtain outside legal or other professional the Management, are scheduled every quarter, prior
advice. to the Audit Committee’s meeting to review the
o To secure attendance of outsiders with relevant quarterly results. The main objective of such meetings
expertise, if it considers necessary. is to allow the Statutory Auditor and the Internal
Auditor to express any areas of concern with respect
(iii) Composition of the Audit Committee and Meetings to any matter at the same time also raise issues of any
Held during FY 2018-19 disagreement with the Management.
Mr. N. Subramaniam was Chairman of the Audit b) Nomination and Remuneration / Compensation Committee
Committee. The Company Secretary of the Company
is the Secretary of the Committee. The Nomination and Remuneration/Compensation
committee of the Company is constituted in line with the
The Audit Committee met 9 times during the year. provisions of Regulation 19 of SEBI (LODR) Regulations
As per the statutory requirement, the maximum gap 2015, read with Section 178 of the Companies Act 2013.

91
(I) Terms of Reference/Charter of the Nomination and • Reviewing succession plans for the senior
Remuneration/Compensation Committee management
Primary responsibility of the Committee is to • Reviewing and Formulate Employee Stock Option
identify and nominate suitable candidates for Board Plan ( ESOP)
membership and as members of Senior Management  Determine terms and conditions of ESOP
of the Company. The Committee also formulated plan , eligibility criteria, grant of options,
policies relating to the remuneration of Directors, Key vesting and exercise of options and such
Managerial Personnel and other employees of the other adjustments in case of Corporate
Company. actions
This Committee is responsible for:  Review the design of and approve the
• Recommending desirable changes in the Board Company’s other benefit plans (including
composition, size and diversity, committees retirement, medical and other employee
structures and processes, and other aspects of benefit and perquisite plans)
the Board’s functioning  Perform such functions as required by the
• Formulating criteria for determining qualifications, Securities and Exchange Board of India (Share
positive attributes and independence of an Based Employee Benefits) Regulations, 2014
Independent Director (‘ESOP Regulations’) and its amendments, if
any
• Conducting search and recommending new Board
members in light of resignation of some current • Carrying out any other function as is mandated by
member/s or in case of a planned expansion of the Board from time to time and / or is enforced
the Board by any statutory notification, amendment or
modification, as may be applicable.
• Identifying persons who are qualified to become
Directors and who may be appointed as senior (ii) Composition of the Nomination and Remuneration/
management in accordance with the criteria laid Compensation Committee and Meetings Held during
down, and recommend to the Board for their FY 2018-19
appointment Mr. Prithvi Haldea is the Chairman of the Nomination
• Recommending to the Board a policy relating to and Remuneration Committee. As of March 31, 2019,
the remuneration of the Directors, Key Managerial the Committee consisted of three members, all the
Personnel and other senior employees, and while members are Independent Directors. The composition
formulating such policy, to ensure that: of the Committee is in compliance with the applicable
laws. The Company Secretary of the Company is the
a) the level and composition of remuneration Secretary of the Committee.
is reasonable and sufficient to attract, retain
and motivate the desired persons The Composition of the Nomination and
Remuneration/Compensation Committee as on
b) relationship of remuneration to performance March 31, 2019 and details of attendance of the
is clear and meets appropriate performance members in the meetings are as follows:
benchmarks; and
c) remuneration to Directors, Key Managerial Director Position No. of Meetings
Personnel and senior management involves Held Attended
a balance between fixed and incentive pay Mr. Prithvi Committee Chairman, 2 2
reflecting short and long-term performance Haldea Non Executive,
objectives appropriate to the working of the Independent Director
Company and its goals Mrs. Elaine Non Executive, 2 2
Mathias Independent Director
d) recommend to the board, all remuneration,
in whatever form, payable to senior Prof. Trilochan Non Executive, 2 1
management and Key Managerial Personnel Sastry Independent Director
• Formulating criteria for evaluation of Independent Table 7

Directors and the Board and carrying out The Chairman of the Nomination and Remuneration/
evaluation of each Director’s performance Compensation Committee attended the previous year
• Ensuring that there is an appropriate induction Annual General Meeting held on July 02, 2018.
programme in place for new Directors and (iv) Remuneration Policy
members of senior management and reviewing
its effectiveness Remuneration policy for the members of the Board
of Directors of the Company takes into consideration
• Developing a succession plan for the Board and their role and responsibilities. The salient features of
regularly reviewing the plan the policy are highlighted below:

92
• The Company pays remuneration by way of • To appoint and seek outside advice from
salary, benefits, perquisites and allowances (fixed professionals, consultants or advisors as deemed
component) and commission to its Managing appropriate to assist the Committee in discharging
Director (an Executive Director). its functions efficiently.
• The Nomination and Remuneration/ • Review of the various measures and initiatives
Compensation Committee decides the taken by the Company for reducing the quantum
commission payable to the Managing Director of unclaimed dividends and ensuring timely
and the Non-Executive Directors out of the profits receipt of dividend warrants/annual reports/
for the financial year and within the ceilings statutory notices by the shareholders of the
prescribed under the Companies Act, 2013 and company
as approved by the shareholders at a General
• Resolving the grievances of the security holders
Meeting.
of the company including complaints related to
• Non-Executive Directors of the Company are paid transfer/transmission of shares, non-receipt of
sitting fees for attending meetings of the Board annual report, non-receipt of declared dividends,
and meetings of Committees of the Board, as per issue of new/duplicate certificates, general
the Companies Act, 2013 and as prescribed in the meetings etc.
Articles of Association of the Company.
• Review of measures taken for effective exercise of
• The Company reimburses expenditure reasonably voting rights by shareholders.
incurred by the Directors in the performance of
• To carry out any other function as is mandated
their duties as per the provisions of the applicable
by the Board from time to time and / or enforced
laws Companies Act 2013 and in conjunction with
by any statutory notification, amendment or
the rules and policies of the Company.
modification, as may be applicable.
• The Nomination and Remuneration/
Compensation Committee reviews and finalizes The Committee meets as often as required to
the remuneration of the Key Executives/KMP on discharge its functions. The status on complaints and
an annual basis, or earlier if deemed necessary. share transfers is reported to the Board.
c) Stakeholder Relationship Committee (ii) Composition of the Stakeholder Relationship

Committee and Meetings Held during FY 2018-19
The Stakeholders’ Relationship Committee is constituted
in line with the provisions of Regulation 20 of SEBI Mr. Prithvi Haldea is the Chairman of the Stakeholder
(LODR ) Regulations read with Section 178 of the Act. The Relationship Committee. The composition of the
Stakeholder Relationship Committee has been constituted Committee is in compliance with the applicable
to assist the Board in safeguarding the interests of and laws. The Company Secretary of the Company is the
redressing the grievances of the security holders of the Secretary of the Committee and also the Compliance
Company. officer of the Company. The Board has also appointed
the Company Secretary as the Nodal Officer to ensure
(i) Terms of Reference/Charter of Stakeholders compliance with the IEPF Rules.
Relationship Committee
The Composition of the Stakeholder Relationship
The Stakeholders Relationship Committee of the Committee as on March 31, 2019 and details of
Board is constituted with powers and responsibilities attendance of the members in the meetings are as
including, but not limited to. : follows:
• To approve/ reject registration of transfer/
transmission/transposition of shares. Director Position No. of Meetings
• To authorize issue of Duplicate Share Certificates Held Attended
and Share Certificates after Split / Consolidation Mr. Prithvi Haldea Committee Chairman, 2 2
/ Rematerialization and in Replacement of Non Executive,
those which are defaced, mutilated, torn or old, Independent Director
decrepit or worn out
Mr. Vishnu R Managing Director, 2 2
• To monitor and review the performance and Dusad Promoter,
service standards of the Registrar and Share Executive Director
Transfer Agents of the Company and provide
continuous guidance to improve the service Prof. Trilochan Non Executive, 2 2
levels. Sastry Independent Director
• To monitor and review the mechanism for Table 8

redressal of shareholders’ / investors’ grievances The Chairman of the Stakeholder Relationship
• To authorise Managers/Officers/Signatories for Committee attended the previous year Annual General
signing Share Certificates; Meeting held on July 02, 2018.

93
(ii) Details of investor complaints/requests received and 6. To monitor and review the operation and
resolved during FY 2018-19 are as follows: effectiveness of Company’s Corporate Social
Responsibility policies and programs
Sl No. Nature of received resolved Pending 7. To update Board at each regularly scheduled
Complaints/ at the meeting and make relevant recommendations
requests Year End in relation to matters arising for consideration by
Non Receipt of the Committee
1
Annual Report 3 3 0 8. To appoint and seek outside advice from
Non Receipt of professionals, consultants or advisors as deemed
2 appropriate to assist the Committee in discharging
Dividend Warrant 22 22 0
its functions efficiently
Duplicate/
9. To make any amendments or modifications in CSR
3 Revalidation of
Policy as required by law or otherwise
Dividend Warrant 6 6 0
10. Perform such functions as the Board may from
Non Receipt of
4 time to time assign to it
Securities 1 1 0
The CSR Policy of the Company, as approved
Issue of Duplicate
5 by the Board, is available on our website www.
Share Certificate 4 4 0
nucleussoftware.com.
Non Receipt of
6 Securities After (ii) Composition of the Corporate Social Responsibility
Transfer 0 0 0 Committee as on March 31, 2019 and details of
attendance of the members in the meetings are as
SEBI/Stock follows:
7
exchanges/Legal 0 0 0
Prof. Trilochan Sastry is the Chairman of the
total 36 36 0 Committee. The composition of the Committee is in
compliance with the applicable laws. The Company
Table 9
Secretary of the Company acts as the Secretary to the
d) Corporate Social Responsibility (CSR) Committee Committee.
As per the Companies Act, 2013, all companies having net The Composition of the Corporate Social
worth of Rs.500 crore or more, or turnover of ` 1,000 crore Responsibility Committee as on March 31, 2019 and
or more or a net profit of Rs.5 crore or more during any details of attendance of the members in the meetings
financial year will be required to constitute a Corporate are as follows:
Social Responsibility (CSR) Committee of the Board. In Director Position No. of Meetings
accordance with the law, the Board of Directors constituted Held Attended
the CSR committee in their meeting held in FY 2013-14.
Prof. Trilochan Committee Chairman, 1 1
(i) Terms of Reference/Charter of the CSR Committee Sastry Non Executive,
The purpose of the Committee is to assist the Board Mr. Vishnu R Managing Director, 1 1
in setting Company Corporate Social Responsibility Dusad Promoter,
policies and programs and assessing Company Executive Director
Corporate Social Responsibility performance. Mr. S M Acharya Non Executive, 1 1
The responsibilities of the Corporate Social
Mr. Prithvi Halde Non Executive, 1 1
Responsibility Committee are:
1. To formulate and recommend to the Board, a CSR
C. Shareholder Information
policy for undertaking permissible CSR activities.
a) Means of Communication
2. To identify and bring to the attention of the
Board key Social Responsibility issues that may (i) Quarterly/Annual Results
affect the business operations, brand image or • The Company releases Quarterly Report for
reputation of the Company. each quarter (except fourth quarter) in the form
3. To recommend the amount of expenditure to be of soft copy and is uploaded on the Company’s
incurred on CSR activities. website www.nucleussoftware.com. This ensures
prompt information to the shareholders and also
4. To re-evaluate Social Responsibility, from time
contributes in saving paper thus saving trees and
to time, in light of changes in public perception,
making the planet greener.
industry best practices, and evolving priorities
and needs in the communities where the These reports contain audited financials of the
Company does business parent Company along with the Auditors Report
thereon; Unaudited consolidated financials of the
5. To provide oversight of Social Responsibility

94
Company and subsidiaries and a detailed analysis (iv) Interaction with Institutional investors, analysts etc.
of results under “Management’s Discussion and
• The Investor Relations team of the Company
Analysis”.
conducts regular meetings and conference calls of
• The Company communicates quarterly/annual the Company Management with the institutional
financial results via email to all its shareholders investors, analysts etc.
who have valid e-mails ids registered with their
• Quarterly/Annual financial results and press
Depository Participants (DP).
releases are sent to all institutional investors,
• The Company sends an instant email alert of the analysts who are registered in the Company
quarterly/annual financial results, to all persons database, to keep them abreast of all significant
who get themselves registered on the Company’s developments.
website. • The investor presentations made to institutional
• Earnings conference calls are conducted after investors or analysts are displayed on the
announcement of quarterly/annual financial Company’s website.
results wherein the Management updates the (v) Annual Report
investor community on the progress made
by the Company and also answers their The Company’s Annual Report containing, inter
queries. The audio as well as the transcript alia, Letter from the Chairman, Letter from the CEO,
of the call is uploaded on the website www. Audited Annual Accounts, Consolidated Financial
nucleussoftware.com, for public information. Statements, Directors’ Report, Auditors’ Report,
Report on Corporate Governance , Risk Management,
• The Company publishes official news releases Financial Highlights, Management Discussion and
and they are also uploaded on the website Analysis and other important information is circulated
www.nucleussoftware.com. to all the members. The Annual Report of the Company
The Company uses a wide array of communication is also available on the Company’s website; both in a
tools including face-to-face, online and offline downloadable pdf format and an HTML online format,
channels to ensure that information reaches all for ease of use.
the stakeholders in their preferred medium. (vi) Dedicated Email id for shareholders
(ii) Newspapers for publication of financial results investorrelations@nucleussoftware.com is the email
The Company’s financial results are published in id exclusively devoted for shareholders’ queries.
Business Standard, the leading national financial (vii) Investor Relations - Our communication with the
daily and in the Hindi edition of Business Standard for Investor Community
regional circulation.
The Company values transparent relationship with
(iii) Investor Section at Company’s website the shareholders, prospective investors and the
The investor section at our website www. wider investment community. The Investor Relations
nucleussoftware.com provides comprehensive (IR) team at Nucleus manages these relationships
with high standards of clarity and transparency.
information about the Company. Our goal is to enable
It proactively interacts with the investors through
shareholders and potential investors (as also media
meetings, investor conference calls, investor meets,
and researchers) to easily find or navigate pertinent
conferences and mails. Dedicated Investors’ page
information about us, including:
on corporate website of the Company provides an
• Company Overview, Financials, Board of Directors, efficient medium of information to the investors. The
Stock Exchange filings, Shares, Corporate IR team can be reached at ir@nucleussoftware.com.
Governance, Corporate Social Responsibility,
(viii) NSE Electronic Application Processing System (NEAPS)
Awards, Investor contact, Investor related
Frequently Asked Questions (FAQ) and various NEAPS is a web-based application designed by NSE
forms for shareholder assistance. for corporates. All periodical compliance filings like
shareholding pattern, Corporate Governance report,
• The important events such as AGM, Buyback,
media releases, among others are filed electronically
Merger etc. and official press releases of the
by the Company on NEAPS.
Company are also updated on the Company’s
website regularly. (ix) BSE Corporate Compliance & Listing Centre (the
‘Listing Centre’)
• Interested persons, who register on the
Company’s website, receive alerts and updates on BSE’s Listing Centre is a web-based application
financial events, financial results, press releases designed for corporates. All periodical compliance
and annual and quarterly reports. filings like shareholding pattern, Corporate

95
Governance report, media releases, among others information on all Company related matters including
are also filed electronically by the Company on the recruitment/appointment of Directors and other important
Listing Centre. events through Press Releases.
(x) SEBI Complaints Redress System (SCORES) In the Annual Report, a chapter named “Shareholders’
Referencer” and in the Quarterly Report a chapter named
The investor complaints are processed in a centralized
“Additional information to Shareholders” is included, with
web-based complaints redressal system. The salient
most of the relevant information about the Company,
features of this system are Centralized database of its history, promoters, employees, share transfers,
all complaints, online upload of Action Taken Reports dematerialisation etc. All such material information is also
by the concerned companies and online viewing by available on the Company’s website under “FAQs”.
investors of actions taken on the complaint and its
current status. It is our constant endeavor to provide efficient and prompt
services to the shareholders. Shareholder satisfaction
b) Corporate Identity Number (CIN) survey is conducted through a shareholder feedback
Corporate Identity Number (CIN), allotted by the form uploaded on the Investors section of the Company’s
Ministry of Corporate Affairs, Government of India is website, for online filing. Responses received through this
L74899DL1989PLC034594 and the Company Registration survey help us:
Number is 55-034594. The Company is registered in the o to assess the level of satisfaction among Nucleus
State of New Delhi. shareholders and
c) Shareholder Education o identify areas of strengths and weakness of Nucleus as
Shareholders of the Company are provided with timely perceived by the shareholders.
d) General Body Meetings
(i) Particulars of Annual General Meetings (AGM) held during the previous three years is as follows
Financial Year, Venue Ordinary Resolution Special Resolution

Date, time
FY 17-18, July 2 PHD Chamber of Adoption of Annual Accounts for

2018, 11.30 a.m. Commerce & industry, the year ended March 31, 2018.
PHD House
Declaration of Dividend on equity
shares.
Re-appointment of Mr. R.P,
Singh as Director, who retires
by rotation at this meeting and
being eligible offers himself for
re-appointment.
Appointment of BSR & Associates,
LLP, Chartered Accountants as
the statutory auditors.
FY 16-17, July 8 Sri Sathya Sai Adoption of Annual Accounts for

2017, 11.30 a.m. International Centre the year ended March 31, 2017.
Declaration of Dividend on equity
shares.
Re-appointment of Mr. Vishnu R
Dusad, as Director, who retires
by rotation at this meeting and
being eligible offers himself for
re-appointment.
the statutory auditors.

96
Financial Year, Venue Ordinary Resolution Special Resolution

Date, time
FY 15-16, July 8 Sri Sathya Sai Adoption of Annual Accounts for Re-appointment of Mr.
2016, 11.30 a.m. International Centre the year ended March 31, 2016. Vishnu R Dusad as Managing
Director and designate him
Confirmation of payment of as Chief Executive Officer
Interim Dividend and Managing director of the
Company.
the statutory auditors in place of
retiring auditor.
Re-appointment of Mr. R. P. Singh

as Whole Time Director, who
retires by rotation at this meeting
and being eligible offers himself
for re-appointment.
Appointment of Mr. S. M. Acharya

as an Independent Director
Table 13
(ii) Detail of Attendance at the AGM held for FY 2017-18
AGM Date: Mr. Vishnu r Mr. R.P Singh Mr. Prithvi Prof. trilochan Mr. N. Ms. Elaine Mr. S M Ms. Ritika
July 2, 2018 Dusad Haldea Sastry Subramaniam Mathias Acharya Dusad
√ √ √ √ √ √ √ x
No Extraordinary general meeting was held by the information on related party transactions is enclosed
Company during the financial year ended March 31, 2019. in Annexure A to the Directors’ Report.
e) Postal Ballot (b) Compliances by the Company of Capital Market
Guidelines
During the year, the company did not carry out any postal
ballot The Company has complied with all requirements
of the Stock Exchanges, SEBI and other statutory
Remote e-voting and voting at the Annual General authorities on all matters relating to the capital
Meeting (AGM) market during the past, including the preceding three
To allow the shareholders to vote on the resolutions years. No penalties or strictures have been imposed
proposed at the AGM, the Company has arranged for on the Company by the Stock Exchanges, SEBI or any
other statutory authorities relating to the above.
remote e- voting facility. The Company has engaged Karvy
Fintech Pvt. Ltd. to provide e-voting facility to all the (c) Whistle Blower Policy
members. Members whose names appear on the register
Nucleus is committed to conduct its business in
of members as on July 1, 2019 shall be eligible to participate
accordance with the applicable laws, rules and
in the e-voting.
regulations, and with highest standards of business
The facility for voting through ballot will also be made ethics. Nucleus does not tolerate any malpractice,
available at the AGM and the members who have not impropriety, abuse or wrongdoing. The Company
already cast their vote by remote e-voting can exercise has a well-established whistle blower policy as part
their votes at the AGM. of a vigil mechanism for Directors and employees to
report concerns about unethical behaviour, actual or
d. Disclosures suspected fraud or violation of the Company’s Code of
(a) Disclosure on materially significant related party conduct or ethics policy. This mechanism also provides
for adequate safeguards against victimization of
transactions:
Director(s) / employee(s) who avail of the mechanism
The Company has not entered into any material and also provides for direct access to the Chairman of
transaction with any of its related parties. . Detailed the Audit Committee in exceptional cases.

97
In accordance with the Companies Act 2013 and Company’s employees. In terms of Code of Conduct,
Rules made there under and SEBI (LODR) Regulations, the Directors and Senior Management must act within
2015, the Board adopted a revised Whistle Blower the boundaries of the authority conferred upon them
Policy. The Whistle Blower Policy was amended and and with a duty to make and enact informed decisions
adopted by the Board, in line with SEBI (Prohibition and policies in the best interests of the Company
of Insider Trading) (Amendment) Regulations and its shareholders and stakeholders. The Company
2018, enabling employees to report any violations obtains the affirmation compliance of the Code of
under the Insider Trading Regulations and leak of Conduct from its Directors and Senior Management
Unpublished Price Sensitive Information. on an annual basis.
No complaint was received under the Policy, during The Company has obtained declaration from its
the year. We affirm that : Directors and Senior Management affirming their
• Provision is made for adequate safeguards compliance to the Code of Conduct for the current
to employees against their victimization on year.
reporting to the Ombudsperson and A copy of the Code of Conduct is made available
• no personnel was denied access to the Audit on the website of the Company i.e. http://www.
Committee. nucleussoftware.com/investors
(d) Policy against Sexual Harassment (f) Prevention of Insider Trading
Nucleus values the dignity of individuals and strives During the year, the Company has amended
to provide a safe and respectable work environment the “Code of Conduct for prevention of Insider
to all its employees. The Company is committed Trading “to regulate, monitor and report trading
to providing an environment, which is free of by insiders, in line with the SEBI (Prohibition of
discrimination, intimidation and abuse. Nucleus Insider Trading) (Amendment) Regulations 2018.
prohibits any employee of the Company from making The code also includes practices and procedures
any unwelcome and unsolicited sexually determined for fair disclosure of unpublished Price sensitive
behaviour (whether directly or by implication). Such information. There is quarterly update placed before
kind of harassment can have potential legal and Board for any disclosures received under the Code.
moral pitfalls not only for the individuals involved but The policy is available on our website https://www.
also for the Organization as a whole. We at Nucleus nucleussoftware.com/investors
believe that it is the responsibility of the organization
(g) Risk Management and Internal Control Policies
to protect the integrity & dignity of its employees
adopted by the Company
and also to avoid conflicts & disruptions in the work
environment due to such cases. A report on Risk Management and Internal Control
Policies adopted by the Company has been discussed
The Company has put in place a ‘Policy against Sexual
later as a separate chapter in this Annual Report.
Harassment’, complaint with the Sexual Harassment
of Women at Workplace (Prevention, Prohibition (h) Adherence to Accounting Standards
and Redressal) Act, 2013 (“Sexual Harassment Act”).
The Company follows the mandatory Accounting
As per the policy, any employee may report his/her
Standards prescribed by The Institute of Chartered
complaint to the Committee by various modes i.e.
Accountants of India and to the best of its knowledge;
in person, through email, in writing or by calling on
there are no deviations in the accounting treatment
mobile no. as mentioned. The Committee would then
that require specific disclosure.
make enquiries and submit its recommendation to the
HR Head. He would further take a decision on the same (i) Details of utilization of funds raised through
and report to the Board. We affirm that adequate preferential allotment or qualified institutions
access was provided to any complainant who wished placement as specified under Regulation 32 (7A).
to register a complaint under the policy, during the
year. The details of the complaints received, disposed During the period under review, No such fund is raised
and pending during the financial year is as below: by the Company
a. number of complaints filed during the financial (j) Management Discussion and Analysis
year - nil As required by SEBI (LODR) Regulations 2015, the
Management Discussion and Analysis is provided
b. number of complaints disposed of during the
in this Annual Report. As a voluntary initiative, the
financial year-nil
Company also prepares and publishes Management
c. number of complaints pending as on end of the Discussion and Analysis for the consolidated financials
financial year.-nil in the Annual Report, which is also provided later in
this Annual Report.
(e) Code of Conduct
(k) Subsidiary Companies
The Company has in place a Code of Conduct which
helps to maintain high standards of ethics for the The Company has Nine subsidiaries across the globe.

98
The Company does not have any material non-listed of the Company, are Directors on the Board of
Indian subsidiary company. The Company has a Directors of Nucleus Software Ltd.
policy for determining ‘material subsidiaries’ which
is disclosed on its website i.e www.nucleussoftware. (iii) The Audit Committee of the Company reviews
com. the financial statements, in particular, the
investments made by Virstra i- Technology
The following table provides a list of all these Services Ltd., Nucleus Software Ltd. and AVON
subsidiaries as on March 31, 2019. Mobility Solutions Private Limited.
Date of Subsidiaries Location Percentage of (iv) The minutes of the Board meetings of VirStra i-
Incorporation/ Shareholding Technology Services Ltd. Nucleus Software Ltd.
acquisition and AVON Mobility Solutions Private Limited are
February 25, Nucleus Software Singapore 100% placed at the Board meetings of the Company.
1994 Solutions Pte. Ltd. The management periodically brings to the attention
of the Board of Directors of the Company, a statement
August 5, 1997 Nucleus Software US 100% of all significant transactions and arrangements
Inc. entered into by the unlisted subsidiary companies.
November 2, Nucleus Software Japan 100%
The Company policy for determining ‘material’
2001 Japan Kabushiki
subsidiaries’ and policy on Related Party Transactions,
Kaisha
as approved by the Board can be accessed on the
May 6, 2004 VirStra India 100% Company website link: http://www.nucleussoftware.
i-Technology com/investors.
Services Limited
February 2, Nucleus Software Netherlands 100% (k) Details of non-compliance by the Company, penalties,
2006 Netherlands B.V. strictures imposed on the Company by the stock
exchanges or the SEBI or any statutory authority,
on any matter related to capital markets, during
April 21, Nucleus Software India 100% the last three years 2016-17, 2017-18 and 2018-19
2008 Ltd. respectively: Nil
February 3, Nucleus Software Australia 100% E. General Shareholder Information

2014 Australia Pty
Limited • Date of incorporation 9th January, 1989
Feb 10, 2015 Nucleus Software South Africa 100% • Registered Office 33-35, Thyagraj Nagar
South Africa Pty. Market, New Delhi-110 003
Ltd. India
March 17, Avon Mobility India 100% • Corporate Office A-39, Sector 62 Noida,
2016 (Date of Solutions Pvt. Ltd. 201307 India
Acquisition)
• Date and time of July 8, 2019, 4.00 p.m.
Table 14 Annual General Meeting
(l) Unlisted Indian Subsidiary Companies • Venue of Annual PHD Chamber of Commerce
General Meeting & industry, PHD House,
The Company has three Indian subsidiaries; Nucleus 4/2, Siri Institutional Area,
Software Ltd., Virstra i- Technology Services Ltd. August Kranti Marg, , New
and AVON Mobility Solutions Private Limited. All Delhi-110016
of these are unlisted Indian subsidiary companies.
The investment of the Company in the subsidiaries • Date of Book Closure for July 2, 2019 to July 8, 2019
does not exceed twenty per cent of its consolidated AGM (both days inclusive)
net worth as per the audited balance sheet of the Financial Calendar for the financial year 2019-20 (tentative
previous financial year. Also, the subsidiaries have not and subject to change)
generated twenty per cent of the consolidated income
of the Company during the previous financial year. Financial reporting for : Tentative dates
First Quarter ending between July 15-31, 2019
(i) Mr. Prithvi Haldea, Independent Director on
June 30, 2019
the Board of Directors of the Company, is an
Independent Director on the Board of Directors Second Quarter ending between October 15-31,
of Virstra i- Technology Services Ltd. September 30, 2019 2019
(ii) Mr. Prithvi Haldea and Prof. Trilochan Sastry, Third Quarter ending between January 15-31,
Independent Directors on the Board of Directors December 31, 2019 2020

99
Financial reporting for : Tentative dates • International Securities INE096B01018

Identification Number
Year ending March 31, 2020 between April 20- 30, 2020
Annual General Meeting July 2020 • Registrars of Company & Karvy Fintech Pvt. Limited,
for the year ending March 31, Share Transfer Agents Karvy Selenium Tower B,
2020 Plot number 31 & 32,
Financial District,
• Listing on Stock Exchanges Scrip Symbol/Code Nanakramguda,
National Stock Exchange of NUCLEUS Serilingampally
India Limited (NSE) w.e.f. Mandal,
December 19, 2002 Hyderabad – 500032, India
Tel: 040-23420815-18
#Exchange Plaza, Bandra- Fax: 040-23420814
Kurla Complex Bandra (E), E-mail: mailmanager@karvy.
Mumbai-400051. com
BSE Ltd. (BSE) w.e.f. 531209
November 6, 1995 • Dividend Payment Date The final dividend, if
Phiroze Jeejeebhoy declared, shall be paid/
Towers, 25th Floor, Dalal credited on or before August
Street, Mumbai-400001 7, 2019
The annual listing fees for 2019-20 have been paid to both the Stock Exchanges.
a) Market Price Data on NSE & BSE for the financial year 2018-19
NSE BSE
Month total High
Open High (Rs.) Low (Rs.) Close Open Low (Rs.) Close total Volume
Volume (Rs.)
Apr-18 403.35 506.00 403.35 487.10 1,113,593 406.55 505.00 405.00 487.85 153,941
May-18 491.70 500.00 370.00 385.50 683,928 494.00 510.00 371.10 385.20 1,39,610
Jun-18 384.70 398.70 335.10 368.10 490,510 385.85 387.85 330.60 366.75 64,358
Jul-18 368.00 410.30 337.65 345.55 1,011,405 365.00 410.90 337.10 345.70 143,177
Aug-18 347.95 465.00 345.90 456.80 1,750,166 346.50 466.00 346.05 454.50 228,014
Sep-18 459.80 462.00 354.75 365.30 1,141,744 456.60 462.00 350.20 362.90 140,800
Oct-18 375.00 405.05 343.05 388.10 4,78,907 369.05 396.30 344.00 386.60 62,173
Nov-18 386.50 399.60 355.15 378.00 4,90,104 389.00 398.60 357.80 377.95 47,689
Dec-18 381.40 386.45 364.40 378.30 2,36,413 377.70 385.50 364.00 378.05 17,841
Jan-19 376.40 385.00 341.05 355.30 1,74,557 377.30 385.05 343.55 354.70 11,283
Feb-19 347.00 362.20 315.40 338.35 3,32,854 354.50 365.00 316.10 340.00 17,858
Mar-19 341.75 368.15 322.40 339.90 311,396 343.45 369.20 325.00 338.90 32,736
Total Shares traded during the year 8,215,577 1,059,480
Table15
Equity shares of the Company are traded in “Group B” category and are a constituent of the Small Cap Index on BSE Ltd.
b) Share Transfer System
The Company’s shares are currently traded in dematerialised form; transfers are processed and approved in the electronic form by
NSDL/CDSL through their Depository Participants.
The Company obtains from a Company Secretary in practice, a half-yearly certificate of compliance with the share transfer formalities
as required under Regulation 7(3) of SEBI (LODR ) Regulations, 2015 and files a copy of the certificate with the Stock Exchanges.
c) Reconciliation of share capital
The Company obtains from a Company Secretary in practice, a quarterly certificate of reconciliation of share capital audit with
regard to the total admitted equity share capital with the National Securities Depository Limited (“NSDL”) and the Central Depository
Services (India) Limited (“CDSL”) and the total issued and listed equity share capital under Regulation 55A of The Securities and
Exchange Board of India (Depositories and Participants) Regulation, 1996. The audit report confirms that the total issued / paid-

100
up capital is in agreement with the total number of shares • The Company’s Registrar & Shares Transfer Agent after
in physical form and the total number of dematerialised processing the DRF confirm or reject the request to
shares held with NSDL and CDSL. the Depositories.
d) Dematerialization of Shares • Upon confirmation, the Depository gives the credit to
The Equity shares of the Company are under compulsory shareholder in his/her depository account maintained
dematerialization (“Demat”) category and can be traded with DP.
only in electronic form. The Company has dematerialized
The process of dematerialization takes around 15 days
28,974,605 shares (99.77 % of the paid up share capital) as
at March 31, 2019. from the date of receipt of DRF by the Registrar &
Shares Transfer Agent of the Company.
The procedure for converting the shares in dematerialized
mode is as under: Since the trading in the shares of the Company can be
• Share certificate(s) along with Demat Requisition done only in electronic form, it is advisable that the
Form (DRF) is to be submitted by the shareholder to shareholders who have the shares in physical form get
his Depository Participant (DP) their shares dematerialized.
• DP processes the DRF and generates a unique number Effective April 1, 2019 , SEBI barred physical transfer
viz. DRN. of shares of listed companies and mandated transfers
• DP forwards the DRF and share certificates to the only through demat. However, investors are not
Company’s Registrar & Shares Transfer Agent. barred from holding shares in physical form.
665 Performance of Nucleus Shares on BSE vis-a-vis Sensex

Base 100
565
465
Share Price in Rs.
365
265
165
Sensex Nucleus
65
Months
550 NUCLEUS SHARE PRICE HIGH/LOW ON NSE

High Price Low Price
500
450
Share Price in Rs
400
350
300
250
200
Months
e) Electronic Clearing Services (ECS)/National Electronic Clearing Services (NECS) facility

The divided remittances to shareholders happen predominantly through ECS / NECS as per the locations approved by RBI from time
to time. If the shareholders are located at any of the ECS/NECS centers and have not registered their ECS/NECS, they may forward
their ECS/NECS mandate to their depository participant if the shares are held in demat form, or to the Company/Registrars, if the
shares are held in physical form, immediately.

101
f) Shareholding Pattern of the Company as at March 31, 2019
Category As on March 31, 2019

Share Holders Share Holding Share Holding (%)
Promoter and Promoter Group 11 19,627,866 67.59
Public Share Holding

Mutual Funds 1 369,241 1.27
Financial Institutions /Banks 3 184,024 0.63
Foreign Institutional Investors 47 2,217,285 7.64
Individuals/HUF 15,527 5,333,135 18.37
Bodies Corporate 232 588,028 2.02
Overseas Corporate Bodies / Non Resident Indians/ 625 721,145 2.48
Clearing Members/ Trusts/ IEPF/Director or Director’s
Relatives / NBFC
total 16,446 29,040,724 100.00
Table 16
g) Distribution of Shareholding
Equity Shares Held As on March 31, 2019 As on March 31, 2018

Share Holders Shares Share Holders Shares
From to (No.) (%) (No.) (%) (No.) (%) (No.) (%)
1 100 10,859 66.03 432,819 1.49 9,821 66.11 378,952 1.30
101 200 1,786 10.86 309,610 1.07 1,599 10.76 267,052 0.92
201 500 1,895 11.52 680,253 2.34 1,666 11.21 572,878 1.97
501 1,000 990 6.02 761,190 2.62 901 6.06 668,293 2.30
1,001 5,000 736 4.50 1,573,749 5.42 694 4.67 1,499,997 5.17
5,001 10,000 85 0.51 581,148 2.00 76 0.52 508,099 1.75
10,001 and above 95 0.56 24,701,955 85.06 99 0.67 25,145,453 86.59
totAL 16,446 100.00 29,040,724 100.00 14,856 100.00 29,040,724 100.00
h) Depository Receipts / Global Depository Receipts / j) Investor Education and Protection Fund (“IEPF”)
Warrants
As per Section 124(5) and 124(6) of the Act read with
As on March 31, 2019, the Company has no American the IEPF Rules as amended, any dividend which remains
Depository Receipts / Global Depository Receipts / unpaid or unclaimed for a period of seven years, shall be
Warrants or any such convertible instruments outstanding transferred by the Company to the IEPF fund.
and there is no likely impact on the Company’s Equity
Shares in the financial year 2018-19. Also all shares in respect of which dividend has remained
unpaid/unclaimed for seven consecutive years or more
i) Employee Stock Option Plans (ESOP) are required to be transferred to an IEPF Demat Account.
The ESOP 2015 has been formulated in accordance with The Company has sent notice to all the members whose
Securities and Exchange Board of India (Share Based Dividends are lying unpaid / unclaimed against their name
Employee Benefits) Regulations, 2014. ESOP 2015 and also those members whose dividends are lying unpaid/
contemplates dealing in/ acquisition of secondary shares unclaimed for seven consecutive years or more.
through an Employee Welfare Trust (Trust) route.
Members are requested to claim the same on or before
The Company has got shareholders’ approval vide postal the respective dates as mentioned in the reminder
ballot in Jan 2015 , in respect of ESOP 2015 and grant of letters. In case the dividends are not claimed by the said
Stock Options to the eligible employees/ Directors of date, necessary steps will be initiated by the Company
the Company and that of its Subsidiary Company(ies) to transfer such dividend and/or shares without further
as decided by the Nomination and Remuneration/ notice. No claim shall lie against the Company in respect
Compensation Committee from time to time . No Options of the shares so transferred to IEPF Demat Account.
have been granted under ESOP (2015) during the year. In the event of transfer of shares and the unclaimed

102
dividends to IEPF, members are entitled to claim the m) Locations

same from IEPF Authority by submitting an online
Nucleus services its clients through a network of domestic
application in the prescribed Form IEPF-5 available on the
website www.iepf.gov.in and sending a physical copy of the and international offices. At the year-end, Nucleus had
same duly signed to the Company along with the requisite wholly-owned subsidiaries in India, Japan, Netherlands,
documents enumerated in the Form IEPF- 5. Singapore, South-Africa, U.S.A, Australia and branch offices
in Mumbai and Chennai in India and Dubai (UAE) and
Unclaimed dividends for the financial years, 2001-2002, London (UK) and USA.
2002-03, 2003-04, 2004-05 2005-06, 2006-07, 2007-08,
2008-09, 2009-10 and 2010-11 have been transferred to Nucleus operates state-of-the-art Software Development
the IEPF. Centers at Noida (U.P.). The Noida Centre is under the
Software Technology Park Scheme of the Government of
k) Equity shares in the suspense account: India.
In accordance with the requirement of Regulation 34(3) Virstra i- Technology Services Limited, wholly owned
and Part F of Schedule V to the SEBI Listing Regulations, subsidiary operates a Development Centre at Pune
details of equity shares in the suspense account are as (Maharashtra).
follows:
Nucleus Software Limited (NSL), wholly owned subsidiary
Particulars Number of No. of Shares operates from a Special Economic Zone, Mahindra World
Shareholders City, Jaipur Ltd. (MWCJL).
Aggregate number of Nil Nil
shareholders and the AVON Mobility Solutions Pvt. Ltd., wholly owned subsidiary
outstanding shares in the is based in Chennai and has very good experience in logistics
suspense account lying as domain and expertise in developing mobile applications.
on April 1, 2018
PArENt CoMPANY
Shareholders who Nil Nil
approached the Company Nucleus Software Exports Ltd.
for transfer of shares from Registered Office Corporate Office
suspense account during 33-35, Thyagraj Nagar Market A-39 Sector 62
the year New Delhi-110 003 Noida-201 307
india india
Shareholders to whom Nil Nil
shares were transferred
SUBSIDIARIES
from the suspense account
during the year Nucleus Software Solutions Pte. Ltd.
Shareholders whose shares 35 2,706 300, Tampines Avenue-5#04-06,
are transferred to the Tampines Junction
demat account of the IEPF Singapore-529653
Authority as per Section
124 of the Act Nucleus Software Japan Kabushiki Kaisha
Aggregate number of Nil Nil Mitsubishi Building
shareholders and the 11F, 5-2 Marunouchi, 2 Chome
outstanding shares in the Chiyoda Ku
suspense account lying as Tokyo 100-0005
on March 31, 2019 Japan
The voting rights on the shares outstanding in the suspense
account as on March 31, 2019 shall remain frozen till the rightful Nucleus Software Inc.
owner of such shares claims the shares 505, Thornall State, Suite 401,
Edison, NJ 08837-2260
l) Details of total fees paid to Statutory Auditors
USA
B S R & Associates LLP, Chartered Accountants (Firm
Registration No. 116231W/W–100024) have been Nucleus Software Netherlands B.V.
appointed as the Statutory Auditors of the Company. The Cuserstaat 93, Floor 2nd & 3rd
particulars of payment of Statutory Auditors’ fees, on Amesterdam 1081CN
consolidated basis is given below: Netherland
Particulars Amount ( in ` lacs)
VirStra i- Technology Services Limited
Audit fee 97 Marisoft 1, 6th Floor, Marigold Premises,
Other Services 9 Vadgaon Sheri
Pune 411 014
Out of pocket expenses Nil india

103
Nucleus Software Ltd. o) Other General Shareholder Information

Plot No. IT- A - 017,
The other mandatory and additional information of interest
Mahindra World City (Jaipur) Ltd.
to investors is voluntarily furnished in a separate chapter
IT/ITES Special Economic Zone
“Shareholders’ Referencer” of this Annual Report.
Jaipur 302 037, india
p) Auditors’ Certificate on Corporate Governance
Nucleus Software Australia Pty. Ltd.
Suite 4, 96-98 Wigram Street As required by Schedule V of the SEBI (LODR) Regulations
Harris Park, NSW 2150, Australia 2015, the Auditors’ certificate on Corporate Governance is
annexed to Director’s Report as Annexure C.
Nucleus Software South Africa Pty. Ltd.
28, Fort Street, BIRNAM, q) CEO/CFO Certification
Gautang - 2196, Johnhasburg As required by SEBI (LODR) Regulations, 2015, the CEO/
South Africa CFO certification is provided as Annexure B to the report
on Corporate Governance, in this Annual Report.
AVON Mobility Solutions Pvt. Ltd.
SKCL Triton Square, r) Secretarial Audit
5th floor, unit#C3-C7, CIPET Road,
As per the Companies Act 2013, Secretarial Audit by a
Thiru-Vi-Ka Industrial Estate,
practicing Company Secretary has become mandatory for
Guindy, Chennai-600032
prescribed companies, and they are required to annex
the Secretarial Audit report with their Board Report in
BRANCH OFFICES IN INDIA the Annual Report. We are pleased to inform that your
Company, as a voluntary practice, has been getting
A. Mumbai Secretarial audit done for the past several years, and also
Wellington Business Park reporting it in the Annual Report.
405-408,4th Floor, Near S.M Centre, Pursuant to the provisions of Section 204 of the
Marol Naka, Andheri Kurla Road, Andheri (East) Companies Act, 2013 and The Companies (Appointment
Mumbai 400 059 and Remuneration of Managerial Personnel) Rules, 2014,
B. Chennai the Company appointed M/s. Sanjay Grover & Associates,
Company Secretaries to undertake the Secretarial Audit of
SKCL Triton Square, the Company. The Report of the Secretarial Audit Report in
5th floor, unit#C3-C7, CIPET Road, the prescribed Form MR 3, is provided as Annexure F to the
Thiru-Vi-Ka Industrial Estate, Directors’ Report. The Secretarial Audit Report does not
Guindy, Chennai-600032 contain any qualification, reservation or adverse remark.
Branch Offices in Overseas Locations The Secretarial Auditor has made certain recommendations
for adopting additional Best Practices, which are now being
A. London (UK) implemented.
4.01 288 Bishops Gate, London s) Compliance with the Code of Conduct
EC2M4QP, UK All Directors and Senior Management personnel of the
B. Dubai (U.A.E) Company have affirmed compliance with the code for the
Nucleus Software Exports Ltd financial year ended March 31, 2019. A declaration to this
Office #305, EIB Building # 05, effect signed by the Managing Director has been published
Dubai Internet City (DIC), as Annexure C to this report on Corporate Governance.
Dubai, U.A.E. t) Green Initiatives by the Ministry of Corporate Affairs,
C. USA Government of india
Nucleus Software Exports Ltd. The Company whole-heartedly supported the ‘Green
505, Thornall Street, Suite 401 Initiative’ of the Ministry of Corporate Affairs, Government
Edison , NJ 08837 -2260, USA of India enabling electronic delivery of documents to the
n) Investor Correspondence may be addressed to: shareholders at their e-mail addresses registered with
Ms. Poonam Bhasin the Depository participants/Registrar & Share Transfer
The Company Secretary and Compliance Officer Agent. This year also the Company is actively pursuing this
Nucleus Software Exports Ltd., initiative by sending Annual Reports in a soft copy form.
33-35, Thyagraj Market, u) Commodity price risk or foreign exchange risk and hedging
New Delhi-110003, India activities:
Tel: +91-(120)-4031400
Fax: +91-(120)-4031672 The Company does not deal in commodities and
Email: investorrelations@nucleussoftware.com hence the disclosure pursuant to SEBI Circular dated

104
November 15, 2018 is not required to be given. For a • The announcement of quarterly/annual results is
detailed discussion on foreign exchange risk and hedging followed by:
activities, Please refer to Management Discussion and
o Media interactions, wherein business television
Analysis Report for the same.
channel in India telecasts discussions with our
v) List of all credit ratings obtained by the entity along with Managing Director.
any revisions thereto during the relevant financial year,
o Earnings conference calls are conducted after
for all debt instruments of such entity or any fixed deposit
programme or any scheme or proposal of the listed entity announcement of quarterly/annual results
involving mobilization of funds, whether in India or wherein the Management updates investor
abroad. community on the progress made by the
Company and answers their queries. The audio
No such credit rating taken by Company during the as well as the transcript of the call is uploaded
Financial year under review. on the website www.nucleussoftware.com for
F. Compliance with Non-Mandatory Requirements of Regulation investors’ information.
27 (1) of SEBI (LODR) Regulations, 2015 o The Company also sends results via email to
Regulation 27 (1) of SEBI of the Listing Agreement mandates all its shareholders who have valid e-mails ids
us to obtain a certificate from either the statutory auditors registered with their Depository Participants
or practicing Company secretaries regarding compliance of (DP).
conditions of Corporate Governance as stipulated in the Clause o The Company also sends an instant alert of the
and annex the certificate with the Directors’ report, which results, to all those who register themselves on
is sent annually to all our shareholders. We have obtained a the corporate website.
certificate to this effect and the same is given as Annexure to
the Directors’ report. o Highlights of the results along with a comparison
with previous quarters/years, all financial press
The Company has complied with all mandatory requirements of releases, information on Board of Directors, FAQ
Schedule II of SEBI (LODR) Regulations 2015. The Company has for shareholders and other related information
adopted following non-mandatory requirements as prescribed on Corporate Governance etc. are also available
under: on the Company website.
a. Shareholder Rights b. Modified opinion(s) in audit report
The Regulation states that a half-yearly declaration of The Company is in the regime of unmodified audit opinion.
financial performance including summary of the significant
events in the last six months, may be sent to each c. Separate posts of Chairman and CEO
household of shareholders.
The Company has separate persons as Chairman, Managing
• We communicate with investors regularly through Director and CEO.
e-mail, telephone and face-to-face meetings in investor
d. Reporting of Internal Auditor
conferences, Company visits or during road-shows.
We also leverage the Internet in communicating with The Internal auditor reports directly to the Audit
our investor base. Committee.

105
Annexure A
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
to,
The Members of
Nucleus Software Exports Limited
33-35, Thyagraj Nagar Market
New Delhi- 110003
1. That Nucleus Software Exports Limited (CIN: L74899DL1989PLC034594) is having registered office at 33-35, Thyagraj Nagar Market, New
Delhi- 110003 (hereinafter referred as “the Company”). The equity shares of the Company are listed on BSE Limited and National Stock
Exchange of India Limited.
2. We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of the Company, produced
before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para C
Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3. As on 31st March, 2019, the Board of Directors of the Company comprises of the following directors:
Sr. No. Name of Director Director Identification Number (DIN)
1. Siddhartha Mahavir Acharya 00545141
2. Vishnu Rampratap Dusad 00008412
3. Ravi Pratap Singh 00008350
4. Ritika Dusad 07022867
5. Prithvi Pal Singh Haldea 00001220
6. Elaine Mathias 06976868
7. Sadhu Trilochan Sastry 02762510
8. Narayanan Subramaniam 00166621

Based on verification and examination of the disclosures/ register under section 184/ 189, 170, 164, 149 of the Companies Act, 2013 (the
Act) and DIN based search on MCA Portal (www.mca.gov.in), we certify as under:
4 None of the above named Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing
as directors of companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority for
the Financial Year ending 31st March, 2019.
5. Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to
the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the
Company.
6. This certificate is based on the information and records available up to date of this certificate and we have no responsibility to update
this certificate for the events and circumstances occurring after the date of the certificate.
For Sanjay Grover & Associates

Company Secretaries
Firm Registration No.: P2001DE052900
Sd/-
Sanjay Grover
Managing Partner
New Delhi CP No.:3850
April 23, 2019

106
Annexure B
CERTIFICATION BY CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER OF THE

COMPANY PURSUANT TO REGULATION 17(8) OF SEBI (LODR) REGULATIONS, 2015
We, R.P. Singh, Chief Executive Officer (CEO) and Ashish Nanda, Chief Financial Officer (CFO), of Nucleus Software Exports Limited (“the
Company”), to the best of our knowledge and belief, certify that:
1. We have reviewed the financial statements for the Quarter & Financial Year ended March 31, 2019 along with its schedules and notes
on accounts, as well as the cash flow statements;
2. These statements do not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, misleading with respect to the statements made;
3. These financial statements, fairly present in all material respects the financial condition, results of operations and cash flows of the
company as of, and for, the periods presented in this report, and are in compliance with the existing accounting standards and applicable
laws and regulations;
4. Based on our knowledge and information, no transactions entered into by the Company during the period, are fraudulent, illegal or
violative of the Company’s code of conduct.
5. We are responsible for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of
the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee
of the Company’s Board of Directors, deficiencies in the design or operation of internal controls and steps proposed to be taken to rectify
these deficiencies.
6. We have disclosed, based on our most recent evaluation, to the Company’s Auditors and the Audit Committee of the Company’s Board
of Directors:
a. Significant changes in internal control over financial reporting during the period, if any;
b. There are no significant changes in accounting policies during the period; and
c. There are no instances of fraud of which we have become aware and the involvement, therein, of the management or an employee
having significant role in the Company’s internal control system over financial reporting.
Sd/- Sd/-
Noida R P Singh Ashish Nanda
April 23, 2019 CEO CFO

107
Annexure C
DECLARATION BY CEO REGARDING COMPLIANCE

WitH tHE CoMPANY’S CoDE oF CoNDUCt
I, R P Singh, Chief Executive Officer (CEO) of Nucleus Software Exports Limited (“the Company”) confirm that the Company has adopted a
Code of Conduct (“Code”) for its Board Members and senior management personnel and the Code is available on the Company’s Website.
I, further confirm that the Company has in respect of the financial year ended March 31, 2019, received from its Board members as well as
senior management personnel affirmation as to compliance with the Code of Conduct.
Sd/-
Noida R P Singh
April 23, 2019 CEO

108
MANAGEMENt’S DiSCUSSioN AND ANALYSiS

oF FiNANCiAL CoNDitioN AND rESULtS oF oPErAtioNS
Forming Part of the Financial Statements for the year ended March 31, 2019

109
Management’s Discussion And Analysis of Financial Condition And Results of Operations
Management’s discussion and analysis of the financial condition and solution used by banks worldwide to offer efficient and
results of operations include forward-looking statements based on Innovative global payments and receivables, liquidity
certain assumptions and expectations of future events. The Company management and business internet banking services.
cannot assure that these assumptions and expectations are accurate.
During the year, we have continued to enhance our solutions to
Although the Management has considered future risks as part of the
take advantage of market trends, such as increasing digitization
discussions, future uncertainties are not limited to Management
of financial services. We have leveraged India Stack further to
perceptions.
offer end to end digitization of Loan lifecycle.
A. Industry Structure and Development
We launched a sourcing channel application – mFin that
In 2019, worldwide spending on IT is projected to grow to $3.76 offers specialized solution for microfinance loan application
trillion, an increase of 3.2 percent from 2018, according to the processing. The mFin app provides on the go capabilities to
latest forecast by Gartner Inc. As organizations continue to acquire microfinance customers for Joint Liability Groups as
see the benefits of cloud computing, spending on enterprise well as Self Help Group. mFin empowers the sales team to be
software will continue to exhibit strong growth, growing 8.5 efficient in data capturing, planning customer visits and credit
percent in 2019. It will grow another 8.2 percent in 2020 to total decision. This channel capability is fully extended to the core
$466 billion. Digital technology is creating new opportunities application processing platform FinnOne Neo CAS.
for the technology industry. Largely due to the rapid growth of
IoT in recent years and the cost savings generated by cloud and As a part of ongoing development program, we also launched
automation, we will see more spending diverted towards new FinnAxia 6.0. FinnAxia 6.0 comes with advanced supply chain
technologies such as AI, robotics and AR/VR. finance and trade finance solutions, which will enable banks to
capture this massive opportunity and help them gain and retain
As per NASSCOM, in FY19 the IT software and services revenues their position as the banker-of-choice for the new customer
growth touched $181 billion, with the overall IT exports growing segments. The supply chain supports the 4-corner model
to $137 billion compared to $126 billion in FY18, and domestic (two-bank interoperable), 3-corner model (single-bank closed)
revenues growing to $44 billion from $41 billion in FY18. and the point model of financing. The four-corner model
We are a product software company and making products is facilitates the on-boarding process of buyers and sellers and
quite different from delivering services; it requires a distinctive gives trade banks an extended global reach based on interbank
mindset, capabilities and environment. The industry is also relationships.
shifting, with increasing focus on Fin-tech solutions across a The trade finance solution in FinnAxia 6.0 comes with new
wide range of areas including digital channels and mobility. features such as standby letters of credit - which mitigates risks
Artificial intelligence and analytics are emerging as core in the exports business; shipping guarantees - which provides
technologies. The growth of financial analytics solutions is benefits to the buyer with faster possession of goods and
helping the banking and financial services sector manage risk improved cash flow; and multi-currency import and export
better and take data driven decisions. This makes us hopeful of loans - which assist with funding trade transactions at important
the future and we continue to work towards securing our future points throughout the trading cycle of a company; thus enabling
as a great Product Company. seamless cross border trade.
B. Company Background The new solution also includes a slew of updates in the front end
The Company was incorporated on January 9, 1989 as Nucleus ensuring enhanced usability and smoother operations. Security
Software Exports Private Limited with its registered office at 33- has been enhanced with the provision of login fingerprinting.
35 Thyagraj Nagar Market, New Delhi, India. Subsequently in The solution also enables banks to provide frictionless real-time
October 1994, it was converted into a Public Limited Company. payments & new payment distribution channels (mobile wallets)
In August 1995, Nucleus made an Initial Public Offer and is for their customers. With FinnAxia 6.0, banks can thus help their
currently listed at National Stock Exchange of India Ltd. and BSE new customers not only fulfill their growth aspirations but also
Ltd. build a better relationship with their supply chain partners.
Nucleus Software is the leading provider of lending and During the year, PaySeTM payment solutions have been
transaction banking products to the global financial services expanded in both functionality and reach. PaySe today is truly
industry. Its’ software powers the operations of more than 150 an offline and online payment solution. PaySe offline payment
customers in 50 countries, supporting retail banking, corporate solutions have been deployed in rural India and is going to be a
banking, cash management, internet banking, automotive key infrastructure in making digital villages. PaySe is moving in
finance and other business areas. the direction of partnering with financial institutions to make
micro credit on tap a reality.
Nucleus Software is known for its world-class expertise and
innovation in lending and transaction banking technology. PaySe online payment solutions gives a migration path to our
We have inter-alia, two flagship products, built on the latest rural customers who are having smart phones , have mobile
technology: literacy and are capable of using mobile apps. PaySe enables
merchant payments, mobile recharges, bill payments, ordering
- FinnOneTM, 10 time winner - World’s Best Selling Lending
for your daily needs, split bills, scratch cards management etc.
Solution.
The Government of India has launched a massive program
- FinnAxiaTM, an integrated global transaction banking
to move the country from a cash based economy to a digital

110
Management’s Discussion and Analysis
economy and PaySe will play an important role as it is primarily banking technology, in which customers use mobile, web or
focusing on the rural and semi urban economy. digital platforms to use banking services. In the future, it is
possible, perhaps likely, that there will be no direct interaction
Over the years, our committed professionals have provided
between customers and banks as their requests for finance will
solutions par excellence and with our deep expertise and global
be handled by digital assistants and bots - operating completely
experience, we have created a global footprint of customers and
autonomously.
partners across multiple continents with multi-product, multi-
service, multi-currency and multi-lingual implementations. Artificial intelligence solutions such as bots, are being used in
Today, in 50 countries, 150 of the world’s most innovative many areas, including providing online, interactive mortgage
organizations use our solutions to support millions of advice to consumers and assisting customers in simple tasks
customers. Nucleus Software operates through integrated and such as making payments. Indeed, many processes are now
well-networked subsidiaries in India, Japan, the Netherlands, completely free of any human engagement. Today, things
Singapore, USA, Australia and South Africa. Since 1995 product such as analyzing consumer behavior to identify a new type
development has been our strength and the Company has of loan product, offering a tailored experience, taking finance
chosen to exclusively develop products and further add value to customers’ doorsteps and plugging lending into the
through dedicated Research and Development initiatives. evolving purchase cycle for a seamless experience have all
been facilitated by analytics and AI. On the corporate banking
Over the years we have gained deep experience working side, sleek and efficient offerings around payments, foreign
closely with IT leaders in the Banking and Financial Services exchange, advanced analytics, and supply chain finance are
industry. Headquartered in Delhi, India, the Company has nine redefining service, creating lucrative niches and extending
subsidiaries, as described in table 1 below. corporate banking activities from the corporates to the small-
business segment. Banks must be able to launch new products
Date of Name of Location Percentage
Incorporation/ Subsidiary of in minutes, anticipate customer needs before they even express
Acquisition Company Shareholding them and be agile enough to align very quickly to market needs.
February 25, Nucleus Software Singapore 100% The Company is well on its way to developing world class IT
1994 Solutions Pte. Ltd., products for customers in the banking and financial services
August 5, 1997 Nucleus Software USA 100% space, where changing business requirements and growing
Inc.
complexity are driving rapid adoption of technology. We are
November 2, Nucleus Software Japan 100% taking our digital capabilities to existing and new customers
2001 Japan Kabushiki
while also investing in disruptive innovation that will drive
Kaisha
industrial productivity in the future. The adoption of cloud
May 6, 2004 VirStra-i India 100% technology has been accelerating dramatically. According to
Technology
McKinsey, the expenditure on cloud infrastructure is expected
Services Ltd.
to grow at more than six times faster in comparison to other
February 3, Nucleus Software Netherlands 100% IT infrastructures by 2020. We designed FinnOne Neo Cloud
2006 Netherlands B.V. to help Non Banking Finance Companies and Housing Finance
April 21, 2008 Nucleus Software India 100% Companies deliver tomorrow’s digital lending, today. With our
Ltd. solution, our customers can offer mortgage loan approvals
February 3, Nucleus Software Australia 100% virtually on the spot, extend credit profitably to people with
2014 Australia Pty. Ltd. informal income, provide end-to-end loan services on mobile,
February 10, Nucleus Software South Africa 100% expand into new lines of business quickly and handle large
2015 South Africa (Pty) volume of loans cost effectively.
Ltd.
With implementations across 50 countries, FinnOne has been
March 17, 2016 Avon Mobility India 100%
Solutions Pvt. Ltd. recognized as the world’s best-selling lending 10 times by IBS
Intelligence. We have helped customers all over the world go-
Table 1 live and benefit from the advancements in technology. Banks
The Company has branch offices in Chennai and Mumbai and other financial institutions rely on gathering, processing,
in India and in London, UK, USA and Dubai. The Singapore analyzing, and providing information in order to meet the needs
subsidiary has a representative office in Jakarta in Indonesia and of customers. For three decades our mission has been to help
in Manila in the Philippines. These subsidiaries/branch offices our customers succeed by leveraging the latest technologies.
help the Company in providing front-end support to customers We believe that customer-centricity is vital – both for us and
and explore new opportunities. for our customers, and therefore we have made it a priority
C. The Way Forward to embed our solutions deeper into the consumer’s journey.
This means thinking about financial services not as a separate
As digital business and digital business ecosystems move activity, but as an enabling activity that should be seamlessly
forward, IT is no longer just a platform that enables organizations woven into a consumer’s everyday life. As a leader in the
to run their business but it is becoming the engine that enables financial technology space, we are always focused on product
them to meet the rapidly changing needs of their customers. innovation with a passion for perfection and a relentless
Today, the world’s leading banks are investing heavily in digital commitment to deliver best-in-class products to banks globally.

111
Some notable accolades won over the years are as follows: an innovative debt servicing solution that allows customers
to make payment anytime, anywhere.
• Ranked second in “Corporate Governance and
Sustainability Vision Awards 2019” as held by Indian • The Company was inducted into the coveted Hall of Fame
Chamber of Commerce, for the Best Practices followed in by the Institute of Chartered Accountants of India, in the
the Industry. category, Service sector (other than financial services) with
• Annual Report for the year Ended March 31, 2018 turnover less than Rs. 500 crore, of the ‘ICAI Awards for
won a Gold award for excellence within the Industry - Excellence in Financial Reporting’ in the year 2013.
Technology-Software and a ranking of # 33 amongst the • CIMB Malaysia, our customer, powered by Nucleus
top 100 Annual Reports worldwide by League of American Software’s FinnOneTM implementation, has received
Communications Professionals LLC (LACP) the Process Excellence Award for Collection and Debt
• “Best Lending Technology Implementation of the Year” Management at the prestigious BPA Trailblazer Awards.
award at the BFSI Innovative Technology Awards 2018 for
project Lending on cloud for Sai Point Finance with FinnOne • Vietnam Prosperity Bank’s Loan Origination system,
Neo. powered by Nucleus Software’s FinnOne CAS, LMS and
• Received an award in Mid Corporate Segment-for Collections was recognized with Model Bank Award by
Excellence in IT/ITES Sector, at SME Business Excellence Celent (March 2013).
Awards, 2017 organized by Dun & Bradstreet Information • Forrester recognized Nucleus as a “Global Pursuer” and
Services India Pvt. Ltd (D&B). stated it “regained traction in 2010”. Based on the number
• Annual Report for the Year Ended March 31, 2017 won of deals and regions covered, Nucleus was ranked among
the Platinum Award for Excellence within the Technology- top Banking Platform providers Source: Global Banking
Software industry and ranked 7th amongst the World’s Platform Deals 2010, Forrester Research, Inc., 31st March
Top 100 Annual Reports within the Technology-Software 2011.
industry and by the League of American Communications
• HDFC Bank, Nucleus Software customer, won the
Professional (LACP).
prestigious Celent 2010 Model Bank Award for its loan
• bob Finance and FinnOne win The Banking Technology
origination system, FinnOneTM.
Award 2016, bob Finance AG, a financial service company
in Switzerland deployed Nucleus Software’s FinnOne D. Company Management
for offering an innovative and completely digitized loan
An active and well-informed Board is necessary to ensure
service. This implementation won The Banking Technology
the highest standards of corporate governance. At Nucleus, a
Award 2016 - Highly Commended for Best Use of IT in
well-qualified Board consisting of eight members manages the
Lending.
Company. During the year, the tenure of Mr. N. Subramaniam
• Named as a ‘Model Bank Vendor 2016’ Award by
as an Independent Director of the Company came to an end on
Celent for helping multiple clients achieve technology or
March 31, 2019. Mr. N. Subramaniam conveyed his desire not
implementation excellence.
to seek re-appointment as Independent Director of Company
• Recognized amongst the ‘World’s top 5 Mobile Banking
for the second term. The Board members thanked Mr. N.
Solution Providers’ by Forrester Research, Inc. in The
Subramaniam for his immense contribution and guidance,
Forrester Wave™: Mobile Banking Solutions, Q4 2015.
and in framing a strategic roadmap of the Company during his
• Corporate LiveWire – FinTech Excellence Awards 2015 in
tenure.
the category “Excellence in Providing Banking Products”
• FinnOneTM 10 time winner - World’s Best Selling Lending As on 31st March 2019, Five out of eight members of the Board
Solution by IBS Publishing, UK. are Non-Executive, Independent Directors and one member as
• Annual Report for the Year Ended March 31, 2014 won Non-Executive director. These Independent Directors provide
the Platinum Award for Excellence within the Technology- valuable contribution in the deliberations and decisions of
Software industry and ranked amongst the World’s Top the Board with their diverse knowledge and expertise. As an
50 Annual Reports within the Technology-Software effective Board, it develops and promotes the vision, culture
industry and by the League of American Communications and values of the Company and provides entrepreneurial
Professional (LACP). leadership to the company within a framework of prudent and
• 9th Social and Corporate Governance Awards in effective controls.
the category “Best Overall Corporate Governance
Compliance and Ethics Program organised by World CSR Only a strong global team can drive excellent performance –
Congress. especially in a challenging business environment. During the
• Titanium Award at “The Asset Triple A Corporate Awards year, critical functions of the organisation were strengthened
2014” for Third Consecutive Year under the category with assessment of Leadership bandwidth to build a strong
Financial Performance, Corporate Governance and Investor team aligned to Nucleus fundamentals and culture. Particular
Relations. emphasis was placed on attracting, developing and retaining
talent, especially in emerging markets, through specifically
• “Asian CSR Leadership Awards 2014” in the category, “Best designed programs. At the same time, the focus was on
Corporate & Financial Reporting”. continuously improving and strengthening the leadership
• “The Asian Banker award – 2014” for “Best Lending team and fostering a unique performance culture at Nucleus.
Platform Implementation Project” for introducing MARC, For a global company, a diverse workforce that unites different

112
cultural backgrounds and work experience is an important globally. Continuing the relentless focus on customer success,
success factor. We continued recruiting people from across the your Company launched a range of innovative solutions during
globe and our endeavour is to smoothly manage and assimilate the year.
this diversity in work culture.
‘Digital Transformation’ has become a central component for
Total manpower numbers stood at 2,054 at the end of the year. businesses across all industries. It entails leveraging digital tools
and technologies like mobile, web or digital platforms to make
Through these efforts we continue to build a robust Brand life easier, bringing increased convenience, enhanced efficiency,
Nucleus with business from all global markets, supported improved affordability, and better access to information, goods
through an effective distribution network of partnerships, and services.
alliances and acquisitions to achieve seamless and high quality
delivery resulting in a high level of customer satisfaction. The banking and financial services sector has gone through
unprecedented change in the last few years and the
E. oPPortUNitiES AND tHrEAtS transformation is not yet complete. Fintech firms began to offer
consumers a totally new way to deal with financial solutions – a
Innovation and technological advancements, evolving way that was far simpler, faster and easier than what traditional
customer expectations, growing acceptance of disruptors banks offered. Overall, consumer behavior and smart device
and rising regulatory requirements are creating tremendous trends are steering banking technology advances in the
challenges and opportunities. Gartner recently reported that direction of convenience.
by 2030, digitization would make 80% of heritage financial
services irrelevant – either going out of business, or becoming An increasing number of remote technologies allow you to
commoditized or existing formally but not competing interact with your bank right from the palm of your hand.
effectively. New technologies are driving change and a lot of And from your email inbox to visiting an actual branch, you
traditional players face a choice of either becoming irrelevant can expect to encounter a whole new customer experience,
or proactively disrupting their own business models to thrive perhaps even sooner than you think. While some leading
in the future. As dramatic as these changes are, the winners banks are beginning to evaluate their success in terms of the
will be those companies that leverage the right technology at percentage of their business coming from digital, the next step
the right time in the right ways to deliver what their customers is “beyond digital”. Challenges create opportunities, and we are
want. investing in the right technologies and enhancing our solution
to help our customers turn opportunities into profits. We will
Geopolitical factors and the resultant headwinds have impacted continue to ensure that our solutions are ready to cater to these
the Indian IT-BPM industry as well. However, despite these evolving needs, so that our customers can take advantage of the
challenges, the industry continues to grow and establish itself opportunities presented.
as a digital partner for the world. India’s IT-BPM industry today
stands at USD 181 billion and employs around 4 million people. The National Association of Software and Services Companies
The industry continues to grow driven by the demand for AECS- (Nasscom) expects India’s IT-BPM sector total revenue to
autonomous, electrification, connectivity and shared mobility. reach USD 200-225 billion by 2020 and between USD 350-400
billion by 2025. Digital technologies are creating a new set of
The factors contributing to growth are similar to global markets, opportunities for the technology industry and revenue from
and encouragingly, at a faster rate. Increasing access to internet these is likely to have a 23 per cent share by 2020 and more than
in both urban as well as rural areas, ambitions e-governance 38 per cent by 2025. Indian service providers face a significant
projects, continued focus on skill development and growing opportunity as digital technologies are increasingly becoming
digital transactions are some of the indicators of rapid growth all pervasive and continue to be embedded in an ever widening
of the India’s digital economy. The Indian Government has range of products and services.
a strong focus on transforming the country into a cash-less
G. RISKS AND CONCERNS
economy. Various government incentives such as referral bonus
scheme to promote the use of BHIM, zero service tax on railway These are discussed in detail in the Risk Management chapter
tickets booked online and launch of Aadhaar-based mobile app provided later in this Annual Report.
are aimed at encouraging digital payments across the country.
H. iNtErNAL CoNtroL SYStEMS AND tHEir ADEQUACY
As an international organization, we have a relentless focus Internal control systems are a set of policies, processes and
on product development assimilating global best practices, procedures put in place to help achieve the strategic objectives
which has led to lending and transaction banking product of an organization. Good controls encourage operational
implementations across more than 50 countries for 150+
efficiency and compliance with laws and regulations, as well as
customers. Our domain knowledge and years of experience
minimizing the chance of errors, theft and fraud. At the same
positions us well to enter new markets and expand market
time internal controls also enhance the reliability and accuracy
share in existing markets.
of accounting data.
F. OUTLOOK
The Company has an Internal Control System commensurate
Your Company continues its journey as a preferred partner with the size, scale and complexity of its operations. This has
for banking and financial organizations worldwide, providing been designed to provide reasonable assurance with regard
innovative and pioneering products, services and solutions to recording and providing reliable financial and operational

113
information, complying with applicable statutes, safeguarding d. Coffee sessions with Senior Leadership
assets from unauthorised use, executing transactions with
e. launch of Skillsoft’s e-learning modules organization wide,
proper authorisation and ensuring compliance of corporate
as a platform to improve technology skills and soft skills
policies. The management assessed the effectiveness of the
Company’s internal control over financial reporting (as defined f. focus on leadership development via:
in Clause 17 of SEBI Regulations 2015) as of March 31, 2019.
- LEAD and YLP programs
BSR and Associates LLP, the statutory auditors of the Company,
- IIM/MDI residential programs
have audited the financial statements included in this annual
report and have issued an unmodified opinion on the adequacy g. MIT online design thinking and system architecture
and operating effectiveness of the Company’s internal financial programs
controls over financial reporting.
h. CYMORG, a business simulation tool for top leaders to
The Board of Directors has also appointed Internal Auditors hone their decision making skills
as recommended by the Audit Committee with a well-defined
- nanobytes launched organization wide : gamified short
internal audit scope. The Internal Auditor reports to the
learning capsules focusing on specific competencies
Chairman of the Audit Committee and presents significant audit
for individuals and teams
observations to the Audit Committee. Based on the report of the
Internal Auditor, process owners undertake corrective action in - initiatives towards values understanding
their respective areas and thereby strengthen the controls.
Going forward, our focus lies in creating a performance-based
The CEO/CFO certification provided elsewhere in this report also culture, driven by focused growth and clear career development
places responsibility on the CEO and CFO to continuously ensure plan for each employee. The HR roadmap will also focus on
adequacy of our internal control systems and procedures. ‘Collaboration & Acceleration’ to stimulate our strategic growth
through employee empowerment to make it a great place to
i. MAtEriAL DEVELoPMENtS iN HUMAN rESoUrCES
work for.
The Company is determined to accelerate its growth story by
J. FINANCIAL PERFORMANCE
corresponding to the changing needs of diverse workgroup by
fostering an engaging work environment, to constantly build The Company has adopted Indian Accounting Standards (Ind-
the unique capabilities and skills of the people. The global AS) with effect from April 1 , 2017 (transition date being April 1,
employee strength of the Company, at the end of FY 2019, was 2016) pursuant to notification issued by Ministry of Corporate
2,054. Affairs dated February 16, 2015 notifying the Companies
(Indian Accounting Standards) Rules, 2015. Accordingly, the
During the Year, there were launches of various organization-
financial results have been prepared in accordance with Indian
wide initiatives to ensure high-performing and engaged
Accounting Standards (Ind-AS) as prescribed under Section 133
workforce, like:
of the Companies Act, 2013 read with read with Companies
1. Delivering Business Excellence – Frequent connect sessions (Indian Accounting Standards) Rules as amended from time to
with associates largely targeting the high potentials time.
a) Gathering insights about the workplace, culture Accounting policies have been consistently applied except
& opportunities offered & sharing them with the where a newly issued accounting standard, if initially adopted
business for preventive action or a revision to an existing accounting standard requires a
b) Acting as strategic business partner by regularly change in the accounting policy hitherto in use. Management
sharing HR metrics in the form of dashboard and evaluates all recently issued or revised accounting standards on
meeting for actions on a monthly and quarterly basis an ongoing basis.
c) Launch& closure of Trust Survey The Company has nine subsidiary companies, all of which are
wholly-owned subsidiaries except Avon Mobility Solutions Pvt.
d) Closure of actions of last year Trust Survey Ltd., in which the company acquired 96% stake in the year FY15-
e) Gearing up for making it “One of the Great Places to 16. The Company discloses stand-alone audited financial results
Work for” on a quarterly and annual basis, consolidated un-audited
financial results on a quarterly basis and consolidated audited
2. Employee Assist – Conceptualize & execute suitable financial results on an annual basis. The financial results of the
interventions to keep associates motivated with a key Company have been discussed in this report in two parts:
objective of “Enhancing Employee Experience”
i) Nucleus Software Exports Limited (Standalone) which
a. Revamping referral program to attract talent from the excludes the performance of subsidiaries of the Company,
industry discussed in this chapter and
b. Aligning the annual performance management process
ii) Nucleus Software Exports Limited (Consolidated) including
(NucEDGE18) to the industry standards
performance of subsidiaries of Nucleus Software, and has
c. Launch of day care in Nucleus Software premises been discussed in the later chapters of this report.

114
Standalone financial results are as below:

(` in crore)
For the Year Ended March 31, 2019 % of revenue 2018 % of revenue Growth (%)
Revenue from Operations 396.76 100.00 337.32 100.00 17.62
Expenses
a) Employee benefit expense 246.95 62.24 216.29 64.12 14.18
b) Operating and other expenses 89.27 22.50 78.33 23.22 13.97
c )Finance costs (Bank charges) 0.30 0.08 0.32 0.09 (6.25)
Total Expenses 336.52 84.82 294.94 87.44 14.10
Depreciation 7.01 1.77 6.47 1.92 8.35
Operating Profit after Interest and Depreciation 53.23 13.42 35.91 10.65 48.23
Other Income 40.29 10.15 41.77 12.38 (3.54)
Profit Before Tax 93.52 23.57 77.68 23.03 20.39
Taxation 17.89 4.51 12.08 3.58 48.10
Profit After Tax 75.63 19.06 65.60 19.45 15.29
Other Comprehensive Income (0.19) (0.05) (2.83) (0.84) 93.29
Total Comprehensive Income for the period 75.44 19.01 62.77 18.61 20.18
Revenue from Operations
Our revenues from software development comprise of income from fixed price and time and material contracts. Revenue from fixed
price contracts comprising of license, related customization and implementation is recognised in accordance with the output method
based on percentage completion. Revenue from time and material contracts is recognised as the services are rendered. Revenue from
annual technical service contracts is recognized on a pro rata basis over the period in which such services are rendered.
During the year, the revenue from operations is ` 396.76 crore, against ` 337.32 crore for the previous year.
Revenue from Various Geographies
Your Company is incorporated in India and caters to customers situated all across the globe and hence significant part of the revenue is
derived from international sales. We operate in seven main geographical segments: India, Far East, South East Asia, Europe, Middle East,
Africa and Australia which represent the reportable segments. These segments are based on location of customers of the Company.
For the year 63% revenue was derived from overseas locations. The graph below presents a geography-wise distribution for the year as
well as the previous year.
Revenue from Various Geographies for FY 19 Revenue from Various Geographies for FY 18
Africa Australia Others Africa Australia Others

2% 0% 3% 1%
6% 3%
Middle East India Middle East India

19% 37% 19% 37%
Europe /U.K. Europe

13% 13%
Far East Far East

South East Asia 7% South East Asia 8%
16% 16%

115
revenue from Products and Services

Our Revenues are further disaggregated into Products and Services. “Products”, comprises of license fee, revenue from customization
and implementation of products and postproduction maintenance support. Product revenue for the year is ` 374.20 crore, 94% of the
total revenue, against ` 316.07 crore, 94% of total revenue, in the previous year.
Software services rendered by the Company typically consist of development of software to meet specific customer requirements. These
services consist of application development & maintenance, testing, consulting and infrastructure management services with a strong
banking domain focus. Software projects and services revenue for the year is ` 22.56 crore, 6% of the total revenue, against ` 21.25
crore, 6% of the total revenue, in the previous year.
Revenue from Products and Services
6% 6%
94% 94%
2019 2018
Products Projects & Services
EXPENSES
Employee Benefit Expense
Employee benefit expense includes salaries paid to employees in India, with fixed, variable and incentives components; provision
for gratuity and compensated absence, contribution to provident fund and expense on staff welfare activities. The employee benefit
expenses have increased by 14.18 % to ` 246.95 crore, 62.24% of revenue against ` 216.29 crore, 64.12% of revenue in the previous year.
The increase is primarily due to increase in employee compensation and hiring of resources.
(` in crore)
For the Year Ended March 31, 2019 % of revenue 2018 % of revenue Growth (%)
Salaries 226.06 56.98 197.27 58.48 14.59
Contribution to provident and other funds 11.75 2.96 9.96 2.95 17.97
Gratuity 3.04 0.77 5.14 1.52 (40.86)
Staff welfare 6.10 1.54 3.92 1.16 55.61
Total Employee Benefit Expenses 246.95 62.24 216.29 64.12 14.18
Revenue 396.76 100.00 337.32 100.00 17.62
Operating and Other Expenses
Operating and other expense primarily consist of expenses such as travel to execute work at client site and for other sales & marketing
activities, cost of software purchased for delivery to clients, bandwidth and communication expense, infrastructure charges, expenses
on account of brand building activities, training and recruitment costs, legal and professional charges, repairs and maintenance charges,
insurance, provision for doubtful debts, contribution to CSR activities and others.
Operating and other expenses at ` 89.57 crore, 22.58% of revenue for the year, an increase of 13.88 % against ` 78.65 crore, 23.32% of
revenue in the previous year.

116
(` in crore)
For the Year Ended March 31, 2019 % of Revenue 2018 % of Revenue Growth %
Outsourced Technical Service Expense 8.88 2.24 9.61 2.85 (7.60)
Cost of software purchased for delivery to clients 1.89 0.48 2.07 0.61 (8.70)
Travelling 16.98 4.28 13.40 3.97 26.72
Power and fuel 4.14 1.04 4.19 1.24 (1.19)
Rent 3.32 0.84 2.90 0.86 14.48
Rates & Taxes 0.18 0.05 0.99 0.29 (81.82)
Repair and maintenance 4.19 1.06 3.35 0.99 25.07
Legal and professional 3.92 0.99 4.36 1.29 (10.09)
Directors remuneration 1.23 0.31 1.16 0.34 6.03
Conveyance 1.65 0.42 1.71 0.51 (3.51)
Communication 1.71 0.43 1.68 0.50 1.79
Information technology expenses 7.83 1.97 6.28 1.86 24.68
Provision for doubtful debts/advances/other 0.38 0.10 0.42 0.12 (9.52)
current assets
Commission to channel partners 1.95 0.49 1.17 0.35 66.67
Training and recruitment 2.87 0.72 3.43 1.02 (16.33)
Conference, exhibition and seminar 2.12 0.53 1.52 0.45 39.47
Advertisement, business development and 2.05 0.52 1.36 0.40 50.74
promotion
Insurance 0.38 0.10 0.41 0.12 (7.32)
Finance Cost (Bank Charges) 0.30 0.08 0.32 0.09 (6.25)
Sales & marketing fee 10.28 2.59 12.92 3.83 (20.43)
Impairment loss on preference shares carried at 6.01 1.51 - 0.00 NA
amortised cost
Fair value change of preference shares of 2.50 0.63 - 0.00 NA
subsidiary at FVTPL
Miscellaneous expenses 3.79 0.96 4.29 1.27 (11.66)
Contribution to CSR activities 1.02 0.26 1.11 0.33 (8.11)
Total Operating and Other Expenses 89.57 22.58 78.65 23.32 13.88
Revenue 396.76 100.00 337.32 100.00 17.62
Finance cost includes bank charges and fee for issuance of bank guarantees. It is ` 0.30 crore against ` 0.32 crore in the previous financial
year.
The Increase in Operating and other expense for FY 2019 from FY 2018 are primarily due to impairment in preference shares of IL&FS by
Rs 6.01 crore and change in fairvalue of preference shares of subsidiary by Rs 2.5 crore.
The Company has set up Nucleus Software Foundation, a trust for the purpose of undertaking CSR activities of the company. During the
year, the Company contributed ` 1.02 crore towards CSR activities to the Foundation. The details of CSR initiatives undertaken by the
Foundation has been provided in a separate section in the Annual Report.
Operating Profit (EBITDA)
Operating Profit of ` 60.24 crore, 15.18% of revenue against ` 42.38 crore, 12.56% of revenue in the previous year.
Depreciation
Depreciation on fixed assets is ` 7.01 crore, 1.77% of revenue for the year against Rs 6.47 crore, 1.92% of revenue in the previous year.
other income
Other Income represents income received in the form of dividends from subsidiaries and current investments, interest on fixed deposits
and bonds and capital gains on the sale of current investments.

117
(` in crore) Taxation
For the Year Ended March 31, 2019 2018 Current tax represents the provision for Indian income tax on
Dividend on investment in Mutual 7.35 9.02 the profits of the Company as calculated in accordance with the
fund units provisions of the Income Tax Act 1961.
Interest income on financial 16.81 17.68 Deferred tax is recognized on timing differences, being the
assets- carried at amortised cost differences between the taxable income and the accounting
Dividend from Subsidiary 14.00 13.89 income that originate in one period and are capable of reversal
companies in one or more subsequent periods, in accordance with
Net Gain / (Loss) on foreign (2.86) 0.09 accounting standards. Deferred tax is measured using the tax
currency rates and the tax laws enacted or substantially enacted as at the
Profit on sale of assets/ 3.64 0.38 reporting date.
investments (` in crore)
Others 1.35 0.71
total 40.29 41.77 For the Year Ended March 31, 2019 2018
Other income for the year is ` 40.29 crore against ` 41.77 crore - Current Tax Expense 19.69 11.97
for the previous year. - Deferred Tax Credit (net) (1.80) 0.11
The Company received an Interim dividend of ` 4.00 crore total 17.89 12.08
from the Indian subsidiary (VirStra-i Technology Services Ltd) Total effective tax for the year is 19.13% of Profit Before Tax, in
and ` 6.31 crores from Singapore subsidiary of the Company comparison to 15.55% of Profit Before Tax for the previous year.
and ` 3.69 Crore from Japan subsidiary. These dividends from Expenditure of the Company’s R & D centre in Noida which is
subsidiaries do not form part of income on consolidation of duly recognized by the Department of Scientific and Industrial
parent company and subsidiaries. Research (DSIR), is entitled to weighted tax deduction in
Foreign Exchange Gain/ (Loss) accordance with section 35(2 AB) of the Income Tax Act, 1961.
Effective tax rate was higher during the year due to dividend
Foreign Exchange Gain (Loss) includes gain (loss) from translation income from foreign subsidiaries.
of current assets and liabilities at quarter end rates, those arising
from realization/payments of receivables/payables. During the Profit After Tax
year, the Company had a foreign exchange loss of ` 2.86 crore Our profit after tax for the year is ` 75.63 crore, 19.06% of
against a gain of ` 0.09 crore for the previous year. We conduct
revenue against ` 65.60 crore, 19.45% of revenue, during the
major portion of our business transactions in currencies other
previous year.
than the Indian Rupee. Nearly Seventy percent of our revenue is
denominated in foreign currency, predominantly the US Dollar, Other Comprehensive Income (OCI)
while majority of our expenses are in the Indian Rupee and
Other comprehensive income represents
therefore the Company is exposed to continuing risk of foreign
exchange fluctuation. The exchange rate between the rupee a) Equity instruments through OCI – this is primarily on
and the U.S. dollar has changed substantially in recent years account of fair valuation of investment for which the
and may fluctuate substantially in the future. The exchange rate company has made an irrevocable option to present the
movement during the year is depicted in the below mentioned same in the OCI. For the year it is ` 0.06 crore, against
chart. ` (1.96) crore in the previous year.
b) Remeasurements of the defined benefit plans – consist
USD/INR Closing Rate Movement in FY 18-19 mainly of remeasurements gain/losses on our defined
76.00
73.96 benefit plans. For the year it is ` (1.31) crore, against
74.00 72.49 ` 0.47 crore in the previous year.
72.00 70.99 71.08 70.73
69.60 69.78 69.16
c) Effective portion of gain (loss) on hedging instruments
USD/INR
70.00 68.47 68.55 of effective cash flow hedges, net – when a derivative
67.41
68.00 66.67 is designated as a cash flow hedging instrument, the
66.00 effective portion of changes in the fair value of derivative
64.00 is recognised in OCI. For the year it is `1.06 crore, against
62.00 ` (1.34) crore in the previous year.
Total other comprehensive income for the year is ` (0.19) crore,
against ` (2.83) crore in the previous year.
Source: FEDAI Share Capital
The monthly closing rate of Indian Rupee varied from a high of Share Capital of the Company consists of Equity Share Capital.
` 66.67 to the Dollar in April 2018 to a low of ` 73.96 in October The paid-up share capital as on March 31, 2019 is 29,040,724
2018 and overall lost 6.4% against the US Dollar on a March end
equity shares of ` 10 each similar to the paid-up share capital as
to March end comparison.
on March 31, 2018.

118
Other Equity As permitted by Ind AS 101, the Company has elected to

continue with the carrying values under previous GAAP as
Movement in the components of Other Equity is as below:
deemed cost for all the items of property, plant and equipment
(` in crore) and Intangible assets.
investments
Particulars Opening Additions/ Closing Bal-
Balance as on (Deletions) ance as on Investments of the Company can be categorized as per the
April 1, 2018 during the March 31, following:
year 2019
i) Non-current investments totaling ` 269.22 crore as on
Capital Reserve 0.89 - 0.89 March 31, 2019 against ` 261.73 crore as on March 31,
Capital Redemption 3.34 - 3.34 2018.
reserve a. Investment in subsidiaries -The investment of the
Retained Earnings 378.27 50.48 428.75 Company in the Equity Share capital of its subsidiaries
stood at ` 19.35 crore and preference shares stood ` 1.50
Other Comprehensive
crore.
Income
Hedging Reserve 0.02 1.06 1.08 (` in crore)
Remeasurement of net (0.11) (1.31) (1.42) Name of Subsidiary Company, As at March 31,
defined benefit plans Location 2019 2018
Equity instrument 8.39 0.06 8.45 Nucleus Software Solutions Pte. Ltd. 1.63 1.63
through other compre- Singapore.
hensive income Nucleus Software Inc., USA. 1.63 1.63
total 390.80 50.29 441.09 Less: Provision for diminution in value (1.63) (1.63)
of investment in Nucleus Software Inc.,
Retained Earnings USA.
During the year, Company earned net profit of ` 75.63 crore. Nucleus Software Japan Kabushiki 0.41 0.41
Kaisha, Japan.
Your Directors have proposed a final dividend of ` 9.0 per share.
The payment is subject to the approval of the shareholders at VirStra i-Technology Services Ltd., India. 1.00 1.00
the ensuing Annual General Meeting. In the current year, the Nucleus Software Netherlands B.V., 4.89 4.89
Netherlands.
Company paid a total dividend of ` 23.23 crore as final dividend
for FY17-18 in July 2018. Less: Provision for diminution in value (4.89) (4.89)
of investment in Nucleus Software
Property, plant and equipment and Intangible assets Netherlands B.V., Netherlands.
Nucleus Software Limited, India. 11.94 11.94
As at March 31, 2019, Net carrying Amount of Property, Plant
and Equipment and Intangible assets is ` 32.17 crore against Nucleus Software Australia Pty. Limited, 0.55 0.55
Australia.
` 30.56 crore as on March 31, 2018.
Nucleus Software South Africa (Pty.) 0.32 0.32
(` in crore) Limited, South Africa.
Avon Mobility Solutions Pvt Ltd., India. 3.50 1.92
As at March 31, 2019 2018 % Inc/Dec
Avon Mobility Solutions Pvt Ltd., India. 1.50 2.65
Gross Carrying Amount (Preference Shares)*
Freehold land 0.34 0.34 -
*The fair value of Investment in Preference shares of Avon
Leasehold land 5.60 5.60 -
Mobility Solutions Pvt. Ltd. Is determined using discounted
Building 16.54 16.27 1.66 cash flow method and as a result the investment value of Rs
Office and other equipment 3.23 2.64 22.35 4.00 crores was brought down by ` 2.50 crores in the current
Computers 16.49 12.42 32.77 financial year.
Vehicles 3.27 2.47 32.39 b. Investment in equity shares of a listed company at FVOCI
Furniture and fixtures 1.78 0.92 93.48 - ` 8.70 crore.
Software 8.23 6.38 29.00 c. Investment in tax free bonds at amortised cost - ` 87.37
Total 55.48 47.04 17.94 crore.
Less; accumulated depre- d. Investment in preference shares at amortised cost-
ciation 23.31 16.48 41.44 ` 30.09 crore.
Net Carrying Amount 32.17 30.56 5.27 e. Investment in preference shares at Fair value through
profit or loss (FVTPL) - ` 26.86 crore.
There are fresh additions of ` 8.65 crore during the year
including ` 4.14 crore of computer hardware and ` 1.86 crore f. Investment in fixed maturity plans of mutual funds at
of software purchases. amortised cost – ` 64.06 crore.

119
g. Investment in mutual funds at Fair value through profit or Operating Cash Flow
loss (FVTPL) – ` 31.30 crore. Our net cash flow from operating activities before working
ii) Current Investments and Bank Balances capital changes is ` 69.12 crore for the financial year, against
As of March 31, 2019 current investments and Bank ` 44.50 crore in the previous year. After considering working
Balances stood at ` 216.08 crore as against ` 177.76 crore capital changes, operating cash flow is ` 37.65 crore against
as on March 31, 2018. ` 67.92 crore in the previous year.
(` In crore) To summarize the Company’s liquidity position, given below are
a few ratios:
As at March 31, 2019 2018
Balances with Bank As at March 31, 2019 2018
In Current Accounts 12.77 14.91 Operating cash flow as % of revenue 9.49% 20.14%
In Fixed Deposit Account 39.47 30.89 Days of sale receivable 56 77
Current Investments 163.84 131.96
Cash and Equivalents as % of assets 34.18% 30.06%
total 216.08 177.76
Cash and Equivalents as % of revenue 54.46% 52.70%
Current Investments of ` 163.84 crore as on March 31, 2019, as
Current investments as % of assets 25.92% 22.32%
per below table.
(` in crore) Current investments as % of revenue 41.29% 39.12%
Trade Receivables
Name of the Scheme Value of units as
at March 31, 2019 Our trade receivables (net of provision) as on March 31, 2019
investment in Mutual funds at Fair value are ` 61.05 crore against ` 70.80 crore on March 31, 2018. The
through profit or loss (FVTPL) age profile of the debtors (net of provision) is given below
Axis Liquid Fund- Direct Plan- Daily Dividend 8.38 As at March 31, 2019 2018
Reinvestment
Less than three months 83.02% 77.38%
Aditya Birla Sunlife Arbitrage Fund -Direct 8.80
Between 3 and 6 months 3.80% 5.37%
Plan - Dividend Reinvestment
HDFC Arbitrage Fund - Wholesale Plan- 17.54 More than 6 months 13.18% 17.25%
Normal-Dividend-Direct Plan Loans and other Financial Assets
ICICI Prudential Equity Arbitrage Fund- 2.63 Loans and Other Financial assets have been classified into Non
Direct Plan- Monthly Dividend Reinvestment Current and Current based on their period of realization.
IDFC Arbitrage Fund - Direct Plan - Monthly 7.11 (` in crore)
Dividend Reinvestment
Kotak Equity Arbitrage Fund- Direct Plan - 32.76 As at March 31, 2019 2018
Fortnightly Dividend Reinvestment Non – Current
L&T Liquid Fund - Direct Plan- Daily 7.08 Staff Loans 0.07 0.09
Security deposits 2.03 1.32
Reliance Arbitrage Fund - Direct Plan - 11.64
Monthly Dividend Reinvestment Long-term bank deposits 0.19 8.50
SBI Liquid Fund - Direct Plan - Daily Dividend 5.46 total 2.29 9.91
Reinvestment Current
HDFC Liquid Fund - Direct Plan - Daily 4.54 Staff Loans 0.28 0.29
Dividend Reinvestment Security deposits 0.04 -
Tata Liquid Fund - Direct Plan - Daily 7.86
Dividend Reinvestment Mark-to-market gain on forward
DSP Liquidity Fund - Direct Plan - Daily 6.43 contracts 1.67 0.03
Dividend Reinvestment Expenses recoverable from customers 0.41 0.26
Mahindra Liquid Fund - Direct Plan - Daily 6.67 total 2.40 0.58
Dividend Reinvestment total Loans and other Financial Assets 4.69 10.49
Sundaram Money Fund - Direct Plan - Daily 6.30
Outstanding amounts from wholly owned subsidiaries at the
end of FY 2019 and FY 2018 are as below:
UTI Liquid Cash Plan - Direct Plan - Daily 7.53
(` in crore)
ICICI Prudential Money Market Fund - Direct 4.77 As at March 31, 2019 2018
Plan - Daily Dividend Reinvestment Long Term
UTI Money Market Fund - Direct Plan - Daily 6.17 Nucleus Software Limited, India 7.32 7.32
Dividend Reinvestment Less: Provision for doubtful loan (7.32) (7.32)
Aditya Birla Sun Life Money Manager Fund - 8.86
Direct Plan - Daily Dividend Reinvestment Security Deposits, utilised primarily for hiring of office premises
SBI Arbitrage Opportunities Fund - Direct 3.31 and staff accommodation, amounts to ` 2.07 crore as on March
Plan - Monthly Dividend Reinvestment 31, 2019 against ` 1.32 crore as on March 31, 2018. Long term
total 163.84 bank deposits amounting to Rs 0.19 crore as on March 31,

120
2019 include deposits held with bank for maturity more than Current liabilities represent trade payables, short-term
12 months from balance sheet date under lien with banks and provisions, other financial liabilities and other current liabilities.
are restricted from being settled for more than 12 months from As on March 31, 2019 the Current liabilities are ` 155.21 crore
the balance sheet date. (` 165.70 crore as on March 31, 2018).
other Assets Trade payables represent the amount payable for providing
goods and services and are ` 10.26 crore as on March 31, 2019
Other Assets represents income tax asset, Employee advances,
against ` 51.04 crore as on March 31, 2018.
Service income accrued but not due, Balances with Government
authorities, Supplier and capital advances, prepaid and deferred Employee Payables includes the provision for Bonus, accrued
expenses. Other assets have been classified into Non Current salaries, incentives and retention bonus payable to employees.
and Current based on their period of realization.
Advances from customers/Advance Billing as on March 31, 2019
(` in crore) is ` 45.06 crore against ` 60.45 crore as on March 31, 2018.
These consist of advance payments received from customers,
As at March 31, 2019 2018 for which related costs have not been yet incurred or product
Non – Current
license delivery is at later date. Deferred revenue represents the
Advance Tax 16.36 13.40
Employee Advances 0.38 0.38 advance invoicing for annual maintenance charges for which
Capital Advances - 0.07 services are to be rendered in the future. As of March 31, 2019
Prepaid Expenses 0.05 0.01 it is ` 51.25 crore against ` 43.54 crore as on March 31, 2018.
Advance payment to gratuity trust 1.06 -
Deferred Expenses 0.30 0.06 Statutory dues are the amounts accrued for taxes deducted at
total 18.15 13.92 source by the Company, staff provident fund, employee state
Current insurance liabilities, GST, etc. As on March 31, 2019 it is ` 5.20
Service income accrued but not due 14.06 9.22 crore against ` 4.99 crore as on March 31, 2018.
Employee Advances 0.54 0.37
Prepaid Expenses 3.17 3.40 Short term provisions for Compensated absences and taxes are
Contract cost 0.70 - those for which liability is expected to arise in near future. A
Balances with Government 0.51 0.33 sum total of all these short-term provisions as on March 31,
authorities 2019 are ` 2.32 crore against ` 1.71 crore as on March 31, 2018.
Supplier advances 3.87 3.06
Deferred Expenses 0.05 0.03 Non-Current Liabilities
total 22.90 16.41
total other Assets 41.05 30.33 Non-Current Liabilities as on March 31, 2019 were ` 6.82 crore
against ` 5.81 crore as on March 31, 2018. The break-up of non-
Current Liabilities
current liabilities at the year-end is given below:
(` in crore) (` in crore)
As at March 31, 2019 2018
As at March 31, 2019 2018
Financial liabilities
Trade Payables 10.26 51.04 Financial liabilities
Unpaid dividends 0.40 0.24 Annual incentive payable 0.39 0.91
Payable for purchase of fixed assets - 0.01
Long-term Provisions
Employee payable 40.72 -
Other current liabilities Compensated absences 6.43 4.90
Advances from customers/Advance total 6.82 5.81
Billing 45.06 60.45
Deferred Revenue 51.25 43.54 A liability or provision is recognised when there is a present
Payable to Gratuity Trust 5.20 3.72 obligation (legal or constructive) as a result of a past event, it
Statutory dues - 4.99 is probable that an outflow of resources embodying economic
Short term provisions benefits will be required to settle the obligation and a reliable
Compensated absences 1.80 1.71 estimate can be made of the amount of the obligation.
Income tax 0.52 - The Company based on actuarial valuation determines provision
total 155.21 165.70 for Compensated absences.

121
AUDitorS’ rEPort
For the Financial Statements for the year ended March 31, 2019

122
iNDEPENDENt AUDitorS’ rEPort
To the Members of Nucleus Software Exports Limited Basis for Opinion
Report on the Audit of the Standalone Financial Statements We conducted our audit in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Act. Our responsibilities
Opinion under those SAs are further described in the Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements section of our
We have audited the standalone financial statements of Nucleus
report. We are independent of the Company in accordance with the
Software Exports Limited (“the Company”), which comprise the Code of Ethics issued by the Institute of Chartered Accountants of
standalone balance sheet as at 31 March 2019, and the standalone India together with the ethical requirements that are relevant to our
statement of profit and loss (including other comprehensive audit of the standalone financial statements under the provisions of
income), standalone statement of changes in equity and standalone the Act and the Rules thereunder, and we have fulfilled our other
statement of cash flows for the year then ended, and notes to ethical responsibilities in accordance with these requirements and
the standalone financial statements, including a summary of the the Code of Ethics. We believe that the audit evidence we have
significant accounting policies and other explanatory information. obtained is sufficient and appropriate to provide a basis for our
opinion.
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial Key Audit Matters
statements give the information required by the Companies Act, Key audit matters are those matters that, in our professional
2013 (“Act”) in the manner so required and give a true and fair view judgment, were of most significance in our audit of the standalone
in conformity with the accounting principles generally accepted in financial statements of the current period. These matters were
India, of the state of affairs of the Company as at 31 March 2019, addressed in the context of our audit of the standalone financial
and profit and other comprehensive income, changes in equity and statements as a whole, and in forming our opinion thereon, and we
its cash flows for the year ended on that date. do not provide a separate opinion on these matters.
Description of Key Audit Matter
Significant Judgments requirement in estimating percentage of work completed in fixed price contracts
See note 1.2.i (e) to the standalone financial statements
The key audit matter How the matter was addressed in our audit
Revenue from fixed price contracts for sale In view of the significance of the matter we applied the following audit procedures in
of license and related customization and this area, among others to obtain sufficient appropriate audit evidence:
implementation is recognized in accordance
– Obtaining an understanding of key internal controls over recording of activities
with the percentage completion method
completed and of general IT controls for the project management tool. We
calculated based on output method. For
documented the controls and made assessment of the effectiveness of their
the year ended 31 March 2019, revenue
design. We also performed walk through tests to assess whether the controls were
amounting to ` 39,676 lacs has been recognized
operating as designed.
respectively from the sale of software products
and rendering of services to the customers. The – Involving independent IT specialists to assess whether the project management
revenue on fixed price contract is recognized tool captured activities completed in the correct period and whether the related
based on the percentage of work completed percentage completion were derived from a system that is operating effectively.
which is estimated by the Company basis
– Selecting a sample of contracts, using a mix of quantitative and qualitative criteria,
the completion of milestones and activities
and performing the following procedures for each contract selected:
as agreed with the customers. Due to large
variety and complexity of activities performed, o inspecting key terms, including transaction price, deliverables, performance
significant judgments are required to estimate obligations, timetable and milestones, set out in the contract;
percentage of completion. Therefore, the audit
o inquiring of the relevant project managers about key aspects and the progress
risk is that if there is an error in estimation of
of the contracts, including the estimated total contract costs, key project risks,
percentage of completion, this will have an
amendments, contingencies and billing schedules;
impact on the accuracy of revenue recognized
for the year ended 31 March 2019. o checking project management tool for budgeted efforts and related
percentage completion milestones and establishing accuracy of milestones
based on actualization of efforts for delivered projects and past data;
o checking the details of the activities completed with those stated in the
customer contract, details of activities completed as provided by the project
manager including agreeing the respective activities performed according to
project management tool with customer report/confirmation which forms the
basis of percentage of completion;

123
See note 1.2.i (e) to the standalone financial statements
o testing the sample to underlying invoices to customer and cash receipts from
customers; and
o Performing ageing analysis and analytical procedures, based on revenue
trends, to assess the movements in the accrual.
Information Other than the Standalone Financial Statements and Board of Directors is also responsible for overseeing the Company’s
Auditors’ Report Thereon financial reporting process.
The Company’s management and Board of Directors are responsible Auditor’s Responsibilities for the Audit of the Standalone Financial
for the other information. The other information comprises the Statements
information included in the Company’s annual report, but does not
Our objectives are to obtain reasonable assurance about whether
include the financial statements and our auditors’ report thereon.
the standalone financial statements as a whole are free from
Our opinion on the standalone financial statements does not cover material misstatement, whether due to fraud or error, and to issue
the other information and we do not express any form of assurance an auditor’s report that includes our opinion. Reasonable assurance
conclusion thereon. is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a material
In connection with our audit of the standalone financial statements,
misstatement when it exists. Misstatements can arise from fraud or
our responsibility is to read the other information and, in doing so,
error and are considered material if, individually or in the aggregate,
consider whether the other information is materially inconsistent
they could reasonably be expected to influence the economic
with the standalone financial statements or our knowledge obtained
decisions of users taken on the basis of these standalone financial
in the audit or otherwise appears to be materially misstated. If,
statements.
based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to As part of an audit in accordance with SAs, we exercise professional
report that fact. We have nothing to report in this regard. judgment and maintain professional skepticism throughout the
audit. We also:
Management’s Responsibility for the Standalone Financial
Statements • Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or error,
The Company’s management and Board of Directors are responsible
design and perform audit procedures responsive to those risks,
for the matters stated in section 134(5) of the Act with respect to
and obtain audit evidence that is sufficient and appropriate
the preparation of these standalone financial statements that give
to provide a basis for our opinion. The risk of not detecting a
a true and fair view of the state of affairs, profit/loss and other
material misstatement resulting from fraud is higher than for
comprehensive income, changes in equity and cash flows of the
one resulting from error, as fraud may involve collusion, forgery,
Company in accordance with the accounting principles generally
intentional omissions, misrepresentations, or the override of
accepted in India, including the Indian Accounting Standards (Ind
internal control.
AS) specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance • Obtain an understanding of internal control relevant to the
with the provisions of the Act for safeguarding of the assets of audit in order to design audit procedures that are appropriate
the Company and for preventing and detecting frauds and other in the circumstances. Under section 143(3)(i) of the Act, we
irregularities; selection and application of appropriate accounting are also responsible for expressing our opinion on whether the
policies; making judgments and estimates that are reasonable and company has adequate internal financial controls with reference
prudent; and design, implementation and maintenance of adequate to financial statements in place and the operating effectiveness
internal financial controls that were operating effectively for ensuring of such controls.
the accuracy and completeness of the accounting records, relevant
• Evaluate the appropriateness of accounting policies used
to the preparation and presentation of the standalone financial
and the reasonableness of accounting estimates and related
statements that give a true and fair view and are free from material
disclosures made by management.
misstatement, whether due to fraud or error.
• Conclude on the appropriateness of management’s use of the
In preparing the standalone financial statements, management
going concern basis of accounting and, based on the audit
and Board of Directors are responsible for assessing the Company’s
evidence obtained, whether a material uncertainty exists
ability to continue as a going concern, disclosing, as applicable,
related to events or conditions that may cast significant doubt
matters related to going concern and using the going concern basis
on the Company’s ability to continue as a going concern. If we
of accounting unless management either intends to liquidate the
conclude that a material uncertainty exists, we are required to
Company or to cease operations, or has no realistic alternative but
draw attention in our auditor’s report to the related disclosures
to do so.

124
in the standalone financial statements or, if such disclosures are of changes in equity and the standalone statement of
inadequate, to modify our opinion. Our conclusions are based cash flows dealt with by this Report are in agreement
on the audit evidence obtained up to the date of our auditor’s with the books of account.
report. However, future events or conditions may cause the
d) In our opinion, the aforesaid standalone financial
Company to cease to continue as a going concern.
statements comply with the Ind AS specified under
• Evaluate the overall presentation, structure and content of the section 133 of the Act.
standalone financial statements, including the disclosures, and
e) On the basis of the written representations received
whether the standalone financial statements represent the
from the directors as on 31 March 2019 taken on
underlying transactions and events in a manner that achieves
record by the Board of Directors, none of the directors
fair presentation.
is disqualified as on 31 March 2019 from being
We communicate with those charged with governance regarding, appointed as a director in terms of Section 164(2) of
among other matters, the planned scope and timing of the audit the Act.
and significant audit findings, including any significant deficiencies in
f) With respect to the adequacy of the internal financial
internal control that we identify during our audit.
controls with reference to financial statements of the
We also provide those charged with governance with a statement Company and the operating effectiveness of such
that we have complied with relevant ethical requirements regarding controls, refer to our separate Report in “Annexure B”.
independence, and to communicate with them all relationships
(B) With respect to the other matters to be included in the Auditors’
and other matters that may reasonably be thought to bear on our
Report in accordance with Rule 11 of the Companies (Audit and
independence, and where applicable, related safeguards.
Auditors) Rules, 2014, in our opinion and to the best of our
From the matters communicated with those charged with information and according to the explanations given to us:
governance, we determine those matters that were of most i. The Company has disclosed the impact of pending
significance in the audit of the standalone financial statements of the litigations as at 31 March 2019 on its financial position in
current period and are therefore the key audit matters. We describe its standalone financial statements - Refer Note 2.32 to the
these matters in our auditors’ report unless law or regulation standalone financial statements;
precludes public disclosure about the matter or when, in extremely
ii. The Company did not have any long-term contracts
rare circumstances, we determine that a matter should not be
including derivative contracts for which there were any
communicated in our report because the adverse consequences
material foreseeable losses;
of doing so would reasonably be expected to outweigh the public
interest benefits of such communication. iii. There has been no delay in transferring amounts, required
to be transferred, to the Investor Education and Protection
Report on Other Legal and Regulatory Requirements Fund by the Company.
1. As required by the Companies (Auditors’ Report) Order, 2016 iv. The disclosures in the standalone financial statements
(“the Order”) issued by the Central Government in terms regarding holdings as well as dealings in specified bank
of section 143 (11) of the Act, we give in the “Annexure A” a notes during the period from 8 November 2016 to 30
statement on the matters specified in paragraphs 3 and 4 of the December 2016 have not been made in these financial
Order, to the extent applicable. statements since they do not pertain to the financial year
ended 31 March 2019.
(A) As required by Section 143(3) of the Act, we report that:
(C) With respect to the matter to be included in the Auditors’
a) We have sought and obtained all the information and
Report under section 197(16):
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit. In our opinion and according to the information and
explanations given to us, the remuneration paid by the company
b) In our opinion, proper books of account as required
to its directors during the current year is in accordance with the
by law have been kept by the Company so far as it
provisions of Section 197 of the Act. The remuneration paid
appears from our examination of those books.
to any director is not in excess of the limit laid down under
c) The standalone balance sheet, the standalone Section 197 of the Act. The Ministry of Corporate Affairs has
statement of profit and loss (including other not prescribed other details under Section 197(16) which are
comprehensive income), the standalone statement required to be commented upon by us.

Firm Registration No.: 116231W/W-100024
Sd/-
Manish Gupta
Noida Partner
23 April 2019 Membership No: 095037

125
Annexure A referred to in our Independent Auditors’ Report to the members of Nucleus Software
Exports Limited on the standalone financial statements for the year ended 31 March 2019.
(i) (a) The Company has maintained proper records showing full According to the information and explanations given to us, no
particulars, including quantitative details and situation of fixed undisputed amounts payable in respect of Provident Fund,
assets. Employees’ State Insurance, Income-tax, Goods and Services
tax, Duty of customs, Cess and other material statutory dues
(b) The Company has a regular programme of physical verification were in arrears as at 31 March 2019 for a period of more than
of its fixed assets by which all fixed assets are verified each six months from the date they became payable.
year. In accordance with this programme, all the fixed assets
were physically verified during the year. In our opinion, the (b) According to the information and explanations given to us,
periodicity of physical verification is reasonable having regard there are no disputed dues in respect of Sales tax, Service
to the size of the Company and the nature of its assets. As tax, Goods and Services tax, Duty of customs, Duty of excise
informed to us, the discrepancies observed on physical and Value added tax which have not been deposited with the
verification were not material and have been properly dealt appropriate authorities. The following dues of Income tax
with in the books of account. have not been deposited with the appropriate authorities on
account of disputes:
(c) According to the information and explanations given to us
and on the basis of our examination of the records of the Name of Nature of Forum where Amount Year to
Company, the title deeds, comprising all the immovable the statute dues the dispute is in rs. Lacs which the
properties of land and buildings which are freehold, are held pending amount
in the name of the Company as at the balance sheet date. In relates
respect of immovable properties of land and buildings that Income Tax Income Income Tax 11* AY 2015-16
have been taken on lease and disclosed as fixed asset in the Act, 1961 Tax Appellate
standalone financial statements, the lease agreements are in Tribunal (ITAT)
the name of the Company, where the Company is the lessee in Income Tax Income Commissioner 19* AY 2016-17
the agreement. Act, 1961 Tax of Income Tax
(Appeals) [CIT
(ii) The Company is in the business of rendering services and as (Appeals)]
such does not hold any inventory. Therefore, the provisions
of paragraph 3 (ii) of the Order are not applicable to the * The amount represent the payment made under protest or
Company. adjustment against refund
(iii) The Company has not granted any loans, secured or unsecured (viii) In our opinion, and according to the information and
to companies, firms, limited liability partnerships or other explanations given to us, there are no loans or borrowing from
parties covered in the register maintained under section 189 a financial institution, bank, government or dues to debenture
of the Act. Therefore, the provisions of paragraph 3 (iii) of the holders during the year. Therefore, the provisions of paragraph
Order are not applicable to the Company. 3 (viii) of the Order are not applicable to the Company.
(iv) According to information and explanations given to us and (ix) The Company has not raised any money by way of initial public
based on audit procedures performed, the Company has offer or further public offer (including debt instruments)
complied with the provisions of Sections 185 and 186 of during the year. The Company has not taken any term loans
the Act in respect of grant of loans, making investments and during the year.
providing guarantees and securities, as applicable.
(x) According to the information and explanations given to us,
(v) As per the information and explanations given to us, the no fraud by the Company and no fraud on the Company by
Company has not accepted any deposits from the public its officers or employees has been noticed or reported during
within the meaning of the directives issued by the Reserve year.
Bank of India, provisions of section 73 to 76 of the Act, any
(xi) In our opinion and according to the information and
other relevant provisions of the Act and the relevant rules
explanations given to us, the Company has paid / provided
framed thereunder.
managerial remuneration in accordance with the requisite
(vi) According to the information and explanations given to us, the approvals mandated by the provisions of section 197 read
Central Government has not prescribed the maintenance of with Schedule V to the Act.
cost records under section 148(1) of the Act, for any of the
(xii) According to the information and explanations given to us,
services rendered by the Company. Therefore, the provisions
the Company is not a Nidhi Company. Accordingly, paragraph
of paragraph 3(vi) of the Order are not applicable to the 3(xii) of the Order is not applicable.
Company.
(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, (xiii) According to the information and explanations given to us
amounts deducted/ accrued in the books of account in respect and on the basis of our examination of the records of the
of undisputed statutory dues including Provident Fund, Company, there are no transactions with the related parties
Employees’ State Insurance, Income-tax, Goods and Services which are not in compliance with Section 177 and 188 of the
tax, Duty of customs, Cess and other material statutory dues Companies Act, 2013 and the details have been disclosed
have generally been regularly deposited during the year by in the standalone financial statements, as required, by the
the Company with the appropriate authorities. applicable accounting standards.

126
(xiv) According to the information and explanation given to us and not entered into any non-cash transactions with directors or
on the basis of our examination of the records of the Company, persons connected with them. Accordingly, paragraph 3(xv) of
the Company has not made any preferential allotment, private the Order is not applicable.
placement of shares and fully or partly convertible debentures
during the year. Accordingly, paragraph 3(xiv) of the Order is (xvi) According to the information and explanations given to us,
not applicable. the Company is not required to be registered under section
(xv) According to information and explanations given to us and 45-IA of the Reserve Bank of India Act, 1934. Accordingly,
based on audit procedures performed, the Company has paragraph 3(xvi) of the Order is not applicable.

Firm Registration No.:
116231W/W-100024
Sd/-
Noida Manish Gupta
23 April 2019 Partner
Membership No.: 095037

127
Annexure B to the Independent Auditors’ report on the Standalone Financial Statements of
Nucleus Software Exports Limited for the year ended 31 March 2019.
Report on the internal financial controls with reference to the of internal financial controls with reference to financial statements
aforesaid standalone financial statements under Clause (i) of Sub- included obtaining an understanding of such internal financial
section 3 of Section 143 of the Companies Act, 2013 controls, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of
(Referred to in paragraph 1(A)(f) under ‘Report on Other Legal and internal control based on the assessed risk. The procedures selected
Regulatory Requirements’ section of our report of even date) depend on the auditor’s judgement, including the assessment
of the risks of material misstatement of the standalone financial
Opinion
statements, whether due to fraud or error.
We have audited the internal financial controls with reference to
We believe that the audit evidence we have obtained is sufficient
financial statements of Nucleus Software Exports Limited (“the
and appropriate to provide a basis for our audit opinion on the
Company”) as of 31 March 2019 in conjunction with our audit of the
Company’s internal financial controls with reference to financial
standalone financial statements of the Company for the year ended
statements.
on that date.
Meaning of Internal Financial controls with Reference to Financial
In our opinion, the Company has, in all material respects, adequate
Statements
internal financial controls with reference to financial statements and
such internal financial controls were operating effectively as at 31 A company’s internal financial controls with reference to financial
March 2019, based on the internal financial controls with reference statements is a process designed to provide reasonable assurance
to financial statements criteria established by the Company regarding the reliability of financial reporting and the preparation
considering the essential components of internal control stated of financial statements for external purposes in accordance with
in the Guidance Note on Audit of Internal Financial Controls Over generally accepted accounting principles. A company’s internal
Financial Reporting issued by the Institute of Chartered Accountants financial controls with reference to financial statements include
of India (the “Guidance Note”). those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect
Management’s Responsibility for Internal Financial Controls
the transactions and dispositions of the assets of the company;
The Company’s management and the Board of Directors are (2) provide reasonable assurance that transactions are recorded
responsible for establishing and maintaining internal financial as necessary to permit preparation of financial statements in
controls based on the internal financial controls with reference to accordance with generally accepted accounting principles, and that
financial statements criteria established by the Company considering receipts and expenditures of the company are being made only
the essential components of internal control stated in the Guidance in accordance with authorisations of management and directors
Note. These responsibilities include the design, implementation of the company; and (3) provide reasonable assurance regarding
and maintenance of adequate internal financial controls that were prevention or timely detection of unauthorised acquisition, use, or
operating effectively for ensuring the orderly and efficient conduct disposition of the company’s assets that could have a material effect
of its business, including adherence to company’s policies, the on the financial statements.
safeguarding of its assets, the prevention and detection of frauds
Inherent Limitations of Internal Financial controls with Reference
and errors, the accuracy and completeness of the accounting
to Financial Statements
records, and the timely preparation of reliable financial information,
as required under the Companies Act, 2013 (hereinafter referred to Because of the inherent limitations of internal financial controls
as “the Act”). with reference to financial statements, including the possibility of
collusion or improper management override of controls, material
Auditors’ Responsibility
misstatements due to error or fraud may occur and not be detected.
Our responsibility is to express an opinion on the Company’s Also, projections of any evaluation of the internal financial controls
internal financial controls with reference to financial statements with reference to financial statements to future periods are subject
based on our audit. We conducted our audit in accordance with the to the risk that the internal financial controls with reference to
Guidance Note and the Standards on Auditing, prescribed under financial statements may become inadequate because of changes
section 143(10) of the Act, to the extent applicable to an audit of in conditions, or that the degree of compliance with the policies or
internal financial controls with reference to financial statements. procedures may deteriorate.
Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain For B S R & Associates LLP
reasonable assurance about whether adequate internal financial Chartered Accountants
controls with reference to financial statements were established Firm Registration No.:
and maintained and whether such controls operated effectively in 116231W/W-100024
all material respects.
Noida Sd/-
Our audit involves performing procedures to obtain audit evidence 23 April 2019 Manish Gupta
about the adequacy of the internal financial controls with reference Partner
to financial statements and their operating effectiveness. Our audit Membership No.: 095037

128
BALANCE SHEET AS AT 31 MARCH, 2019
(Amount in ` Lacs unless otherwise stated)

Particulars Note As at As at
31 March 2019 31 March 2018
ASSEtS
Non-current assets
Property, plant and equipment 2.1 3,039 2,932
Intangible assets 2.1 178 124
Intangible assets under development 2 -
Financial assets
Investments 2.2 26,922 26,173
Trade receivables 2.3 - 272
Loans 2.4 7 9
Others 2.5 222 982
Deferred tax assets (net) 2.6 788 969
Income tax asset (net) 2.7 1,636 1,340
Other non-current assets 2.8 179 52
Total non-current assets 32,973 32,853
Current assets
Financial assets
Investments 2.9 16,384 13,196
Trade receivables 2.10 6,105 6,807
Cash and cash equivalents 2.11 1,390 1,861
Other bank balances 2.12 3,834 2,719
Loans 2.13 28 29
Others 2.14 212 29
Other current assets 2.15 2,290 1,641
total current assets 30,243 26,282
total assets 63,216 59,135
EQUITY AND LIABILITIES

EQUitY
Equity share capital 2.16 2,904 2,904
Other equity 2.17 44,109 39,080
Total equity 47,013 41,984
LIABILITIES
Non-current liabilities
Other financial liabilities 2.18 39 91
Provisions 2.19 643 490
Total non-current liabilities 682 581
Current liabilities
Trade payables 2.20
(i) Total outstanding dues of micro enterprises and small enterprises - -
(ii) Total outstanding dues of creditors other than micro enterprises and small 1,026 5,104
enterprises
Other financial liabilities 2.21 4,112 25
Income tax liabilities (net) 2.23 52 -
Other current liabilities 2.24 10,151 11,270
Total current liabilities 15,521 16,570
Total equity and liabilities 63,216 59,135
See accompanying notes forming part of the financial statements 1&2
In terms of our report attached

For For B S R & ASSOCIATES LLP For and on behalf of the Board of Directors
Firm Registration Number : 116231W/W-100024
Sd/- Sd/- Sd/- Sd/-
MANiSH GUPtA SiDDHArtHA MAHAVir ViSHNU r DUSAD rAVi PrAtAP SiNGH
Partner ACHArYA Managing Director CEO & Whole-time
Membership number : 095037 Chairman Director
Sd/- Sd/-
ASHiSH NANDA POONAM BHASIN
Chief Financial Officer AVP (Secretarial) &
Company Secretary
Noida Noida
23 April 2019 23 April 2019

129
StAtEMENt oF ProFit AND LoSS For tHE YEAr ENDED 31 MArCH, 2019

Note For the year ended For the year ended
ref. 31 March 2019 31 March 2018
1. rEVENUE FroM oPErAtioNS
Income from software product and services 2.25 39,676 33,732
2. otHEr iNCoME 2.26 4,029 4,177
3. TOTAL INCOME (1+2) 43,705 37,909
4. EXPENSES
a. Employee benefits expense 2.27 24,695 21,629
b. Operating and other expenses 2.28 8,927 7,833
c. Finance cost 2.29 30 32
d. Depreciation and amortisation expense 2.1 701 647
totAL EXPENSES 34,353 30,141
5. PROFIT BEFORE TAX (3-4) 9,352 7,768
6. iNCoME tAX EXPENSE
a. Net current tax expense 1,969 1,197
b. Deferred tax (credit) /charge 2.6 (180) 11
NEt tAX EXPENSE 1,789 1,208
7. PROFIT FOR THE YEAR (5-6) 7,563 6,560
8. OTHER COMPREHENSIVE INCOME / (LOSS)
(A) (i) Items that will not be reclassified to profit or loss
a) Remeasurements of the defined benefit plans (125) 41
b) Equity instruments through other comprehensive income 6 (196)
(ii) Tax (expense)/ income relating to Items that will not be (6) 6
reclassified to profit or loss
(B) (i) Items that will be reclassified subsequently to profit or loss
a) Effective portion of gains and loss on hedging instruments 163 (133)
in a cash flow hedge
(ii) Tax (expense) / income relating to Items that will be (57) (1)
reclassified subsequently to profit or loss
TOTAL OTHER COMPREHENSIVE INCOME / (LOSS) (19) (283)
9. TOTAL COMPREHENSIVE INCOME (7+8) 7,544 6,277
Profit attributable to:
Owners of the Company 7,563 6,560
Other comprehensive income attributable to:
Owners of the Company (19) (283)
Total comprehensive income attributable to:
10. EArNiNGS PEr EQUitY SHArE 2.34
Equity shares of Rupees 10 each
a. Basic (Rs) 26.04 21.47
b. Diluted (Rs) 26.04 21.47
Number of shares used in computing earnings per share
a. Basic 29,040,724 30,561,102
b. Diluted 29,040,724 30,561,102

Sd/- Sd/- Sd/- Sd/-
Sd/- Sd/-
Company Secretary
Noida Noida
23 April 2019 23 April 2019

130
CASH FLoW StAtEMENt For tHE YEAr ENDED 31 MArCH, 2019

For the year ended For the year ended
31 March 2019 31 March, 2018
A. Cash flow from operating activities
Net profit before tax 9,352 7,768
Adjustment for:
Depreciation and amortisation expense 701 647
Unrealised exchange gain / loss on translation of foreign currency accounts (net) 183 14
Dividend received from current, non trade investments (678) (777)
Dividend received from non-current, non trade investment (58) (125)
Dividend received from subsidiary companies (1,400) (1,389)
Interest income on financial assets- carried at amortised cost (1,670) (1,695)
MTM (gain) / loss on mutual funds (355) (39)
Net gain / (loss) on sale of investments (9) -
Profit on sale of fixed assets (net) (32) 4
Provision for doubtful debts/advances/other current assets 38 42
Fair value change of preference shares of subsidiary at FVTPL 250 -
Discounting of staff loan and security deposit (11) -
Provision for impairment of investment 601 -
Operating profit before working capital changes 6,912 4,450
Adjustment for (increase) / decrease in operating assets
Trade receivables 868 (978)
Loans 3 8
Other assets (1,133) (659)
Adjustment for increase / (decrease) in operating liabilities
Trade payables (4,035) 2,211
Provisions 163 58
Other liabilities 2,902 3,271
5,680 8,361
Income taxes paid (net) (1,915) (1,569)
Net cash from operating activities (A) 3,765 6,792
B. Cash flow from investing activities
Acquisition of property, plant and equipment, intangible assets including intangible assets (862) (707)
under development
Proceeds from sale of property, plant and equipment 36 -
Payments to acquire mutual funds, tax free bonds and preference shares (30,928) (36,870)
Proceeds from sale of mutual funds, tax free bonds and preference shares 27,943 43,327
Investment in subsidiary (293) (30)
Net gain / (loss) on sale of investments 9 -
Bank balance not considered as cash and cash equivalents - placed (2,805) (2,481)
Bank balance not considered as cash and cash equivalents - matured 2,585 1,287
Interest on fixed deposits and others received 1,161 1,458
Dividend from subsidiary company 1,400 1,389
Net cash (used in)/ from investing activities (B) (1,754) 7,373
C. Cash flow from financing activities
Dividend paid (including corporate dividend tax) (2,516) (1,669)
Buyback of equity shares - (11,701)
Net cash used in financing activities (C) (2,516) (13,370)
Net (decrease) / increase in cash and cash equivalents (A+B+C) (505) 795
Opening cash and cash equivalents 1,861 1,094
Exchange difference on translation of foreign currency bank accounts 34 (28)
Closing cash and cash equivalents 1,390 1,861
Supplementary information
Restricted cash 42 42
Notes:
i. Figures in brackets indicate cash outflow.

Sd/- Sd/- Sd/- Sd/-
Sd/- Sd/-
Company Secretary
Noida Noida
23 April 2019 23 April 2019

A. Equity share Capital
Balance as of 1 April 2018 Changes in equity share capital during the year Balance as on 31 March 2019
2,904 - 2,904
Balance as of 1 April 2017 Changes in equity share capital during the year Balance as on 31 March 2018
3,239 (335) * 2,904
*( Change in equity share capital rounded off to Rs 335 lacs hence this is not equivalent to addition to capital redumption reserve of Rs 334 lacs)
B. Other Equity
Reserves and Surplus items of oCi total
Capital Securities Capital General retained Hedging Equity remeasurements

StAtEMENt oF CHANGES iN EQUitY
reserve premium Redemption reserve earnings reserve instrument of the defined

reserve through other benefit plans
comprehensive
income
Balance as of 1 April 2018 89 - 334 - 37,827 2 839 (11) 39,080
Profit for the year - - - - 7,563 - - - 7,563
Dividend on equity shares - - - - (2,323) - - - (2,323)
Corporate dividend tax - - - - (192) - - - (192)
Effective gain/(loss) on hedging - - - - - 106 - - 106

instruments (net of tax)
Equity Instruments through Other - - - - - - 6 - 6

Comprehensive Income
Remeasurements of the defined - - - - - - - (131) (131)

benefit plans (net of tax)
Balance as of 31 March 2019 89 - 334 - 42,875 108 845 (142) 44,109

131

Reserves and Surplus items of oCi total
132
Capital Securities Capital General retained Hedging Equity remeasurements
reserve premium Redemption reserve earnings reserve instrument of the defined
reserve through other benefit plans
comprehensive
income
Balance as of 1 April 2017 89 219 - 8,227 36,189 136 1,035 (58) 45,837
Profit for the year - - - - 6,560 - - - 6,560
Corporate dividend tax - - - - (49) - - - (49)
Effective gain/(loss) on hedging - - - - - (134) - - (134)

instruments (net of tax)
Equity Instruments through Other - - - - - - (196) - (196)

Comprehensive Income
StAtEMENt oF CHANGES iN EQUitY
Remeasurements of the defined - - - - - - - 47 47

benefit plans (net of tax)

Addition for buy-back of equity - - 334 - - - - - 334
shares (see note 2.17)
Ùtilised for buy back of equity - (219) - (8,227) (3,254) - - - (11,700)

shares (see note 2.17)
Balance as of 31 March 2018 89 - 334 (0) 37,827 2 839 (11) 39,080
See accompanying notes forming 1&2

part of the financial statements

Sd/- Sd/- Sd/- Sd/-
MANiSH GUPtA SiDDHArtHA MAHAVir ACHArYA ViSHNU r DUSAD rAVi PrAtAP SiNGH
Partner Chairman Managing Director CEO & Whole-time Director
Membership number : 095037
Sd/- Sd/-
Company Secretary
Noida Noida
23 April 2019 23 April 2019
133
Notes forming part of the financial statements
Note 1: Current assets include current portion of the non-

current financial assets.
1.1 Company overview
All other assets are classified as non-current.
Nucleus Software Exports Limited (‘Nucleus’ or ‘the
Company’) was incorporated on 9 January, 1989 in India as a Liabilities
private limited company. It was subsequently converted into
a public limited company on 10 October, 1994. The Company A liability is classified as current when it satisfies any of
made an initial public offer in August 1995. As at 31 March the following criteria:
2019 the Company is listed on two stock exchanges in India • It is expected to be settled in the company’s
namely National Stock Exchange and Bombay Stock Exchange. normal operating cycle;
The Company has wholly owned subsidiaries in India, • It is held primarily for the purpose of being traded;
Singapore, USA, Japan, Netherlands, South Africa and
Australia. The Company’s business consists of software • It is due to be settled within 12 months after the
product development and marketing and providing support reporting date; or
services mainly for corporate business entities in the banking • The company does not have an unconditional right
and financial services sector.
to defer settlement of the liability for at least 12
1.2. Significant accounting policies months after the reporting date.
i. Basis of preparation of financial statements Terms of a liability that could, at the option of the
counterparty, result in its settlement by the issue
a) Statement of compliance
of equity instruments do not affect its classification.
The financial statements of the Company have
Current liabilities include current portion of the
been prepared in accordance with the Indian
non-current financial liabilities.
Accounting Standards (Ind AS) as prescribed under
section 133 of the Companies Act, 2013 read with All other liabilities are classified as non-current.
Companies (Indian Accounting Standards) Rules as
amended from time to time. Deferred tax assets and liabilities (if any) are
classified as non-current assets and liabilities.
The Financial statements were approved for issue
by the Board of Directors on 23 April 2019. Operating cycle
b) Functional and presentation currency Operating cycle is the time between the acquisition
of assets for processing and their realisation in
The financial statements are presented in Indian cash or cash equivalents. The Company has
Rupees (INR), which is also the Company`s ascertained its operating cycle, being a period
functional currency. All amounts have been within 12 months for the purpose of classification
rounded-off to the nearest lacs unless otherwise of assets and liabilities as current and non-current.
indicated. Further, amounts below INR 50,000
have been rounded off to ‘-‘ in the financial d) Basis of measurement
statements while rounding off to the nearest lacs
The financial statements have been prepared on
unless otherwise indicated.
the historical basis except for the following items:
c) Current and non-current classification
items Measurement Basis
All assets and liabilities are classified into current
Certain financial assets Fair Value
and non-current.
and liabilities (including
Assets derivative instruments)
Net defined benefit Fair value of plan
An asset is classified as current when it satisfies
(asset)/liability assets less present
any of the following criteria:
value of defined
• It is expected to be realized in, or is intended benefit obligations
for sale or consumption in, the company’s
e) Use of estimates and judgements
normal operating cycle;
In preparing these financial statements,
• It is held primarily for the purpose of being
management has made judgements, estimates
traded;
and assumptions that affect the application of
• It is expected to be realized within 12 months accounting policies and the reported amounts of
after the reporting date; or assets, liabilities, income and expenses. Actual
result may differ from these estimates.
• It is cash or cash equivalent unless it is
restricted from being exchanged or used to Estimates and underlying assumptions are
settle a liability for at least 12 months after reviewed on an ongoing basis. Revisions to
the reporting date. accounting estimates are recognised prospectively.

134
Judgements - Level 3: inputs for the asset or liability that

Information about judgments made in applying are not based on observable market data
accounting policies that have the most significant (unobservable inputs).
effect on the amounts recognised in the financial When measuring the fair value of an asset or a
statements is included in the following notes: liability, the Company uses observable market
• Lease classification – Note 2.31 data as far as possible. If the inputs used to
measure the fair value of an asset or a liability fall
• Estimates of expected contract costs to be
into different levels of the fair value hierarchy,
incurred to complete contracts- Note 2.15
then the fair value measurement is categorised in
Assumptions and estimation uncertainties its entirety in the same level of the fair value
Information about assumptions and estimation hierarchy as the lowest level input that is
uncertainties that have a significant risk of significant to the entire measurement.
resulting in a material adjustment in the The Company recognises transfers between levels
subsequent period financial statements is included of the fair value hierarchy at the end of the
in the following notes: reporting period during which the change has
• Estimation of deferred tax expense and occurred.
payable – Note 2.6 ii. Revenue recognition
• Estimated useful life of property, plant and The Company earns revenue primarily from software
equipment and Intangible assets – Note 1.2
product development and providing support services
(iv) and (v)
mainly for corporate business entities in the banking
• Estimation of defined benefit obligations-– and financial services sector.
Note 2.39
- Effective 1 April, 2018, the Company has applied
• Impairment of trade receivables- Note 2.3
Ind AS 115 which establishes a comprehensive
and Note 2.10
framework for determining whether, how much
• Impairment loss on preference shares and when revenue is to be recognised. Ind AS 115
carried at amortised cost- Note 2.2 replaces Ind AS 18 Revenue and Ind AS 11
• Estimation of fair value of preference shares Construction Contracts. The Company has adopted
in subsidiary- Note 2.2 Ind AS 115 using the cumulative effect method.
f) Measurement of fair values The effect of initially applying this standard is
The Company`s accounting policies and disclosures recognised at the date of initial application (i.e. 1
require the measurement of fair values, for both April 2018). The adoption of the standard did not
financial and non-financial assets and liabilities. have any material impact to the financial
statements of the Company.
The Company has an established control
framework with respect to the measurement of - Revenue from fixed price contracts and sale of
fair values. This includes a treasury team that has license and related customisation and
overall responsibility for overseeing all significant implementation is recognised in accordance with
fair value measurements, including Level 3 fair the percentage completion method calculated
values, and reports directly to the chief financial based on output method. Provision for estimated
officer. losses, if any, on uncompleted contracts are
recorded in the year in which such losses become
The treasury team regularly reviews significant
certain based on the current estimates. The
unobservable inputs and valuation adjustments. If contract cost used in computing the revenues
third party information, such as broker quotes or include cost of fulfilling warranty obligations, if
pricing services, is used to measure fair values, any.
then the valuation team assesses the evidence
obtained from the third parties to support the - Revenue from sale of licenses, where no
conclusion that these valuations meet the customisation is required, is recognised upon
requirements of Ind AS, including the level in the delivery of these licenses which constitute transfer
of all risks and rewards.
fair value hierarchy in which the valuations should
be classified. - Revenue from time and material contracts is
recognised as the services are rendered.
Fair values are categorised into different levels in a
fair value hierarchy based on the inputs used in - Revenue from annual technical service contracts is
the valuation techniques as follows. recognised on a pro rata basis over the period in
which such services are rendered.
- Level 1: quoted prices (unadjusted) in active
markets for identical assets or liabilities. - The solutions offered by the Company may include
supply of third-party equipment or software. In
- Level 2: inputs other than quoted prices
such cases, revenue for supply of such third party
included in Level 1 that are observable for
products are recorded at gross basis as the
the asset or liability, either directly (i.e. as
Company is acting as the principal.
prices) or indirectly (i.e. derived from prices).

135
- Out of pocket reimbursable expenses e.g.travel use. Property, plant and equipment under construction
etc. if incurred in relation to performance and cost of assets not ready to use before the year end,
obligation under the contract is recognised as are disclosed as capital work-in-progress.
revenue. Depreciation on property, plant and equipment, except
Revenue is measured based on the transaction price, leasehold land and leasehold improvements, is provided
which is the consideration, adjusted for volume on the straight-line method based on useful lives of
discounts, service level credits, price concessions and respective assets as estimated by the management
incentives, if any, as specified in the contract with the taking into account nature of the asset, the estimated
customer. Revenue also excludes taxes collected from usage of the asset and the operating conditions of the
customers. asset. Leasehold land is amortised over the period of
Contract assets are recognised when there is excess of lease. The leasehold improvements are amortised over
the remaining period of lease or the useful lives of
revenue earned over billings on contracts. Contract
assets, whichever is shorter. Depreciation is charged on
assets are classified as Service income accrued but not
a pro-rata basis for assets purchased / sold during the
due. (only act of invoicing is pending in accordance with
year.
terms of the contract).
If significant parts of an item of property, plant and
Advances from customers/ Advance billing and Deferred
equipment have different useful lives, then they are
revenue (“contract liability”) is recognised when there is
accounted for as separate items (major components) of
billing in excess of revenues.
property, plant and equipment.
Contracts are subject to modification to account for
Any gain or loss on disposal of an item of property, plant
changes in contract specification and requirements. The
and equipment is recognised in profit or loss.
Company reviews modification to contract in
conjunction with the original contract, basis which the Subsequent expenditure is capitalized only if it is
transaction price could be allocated to a new probable that the future economic benefits associated
performance obligation, or transaction price of an with the expenditure will flow to the Company.
existing obligation could undergo a change. In the event The management’s estimates of the useful lives of the
transaction price is revised for existing obligation a various property, plant and equipment are as follows:
cumulative adjustment is accounted for.
Asset category Management Useful life as
iii. other income
estimate of per Schedule
Profit on sale of investments is determined as the useful life (in II (in years)
difference between the sales price and the carrying years)
value of the investment upon disposal of investments.
Dividend income is recognised in profit or loss on the Tangible asset
date on which the Company`s right to receive payment Building 30 30
is established. Plant and machinery 5 15
Interest income or expense is recognised using the (including office
effective interest method. equipment)*
The ‘effective interest rate’ is the rate that exactly Computers- end user 3 3
discounts estimated future cash payments or receipts devices such laptops,
through the expected life of the financial instrument to: desktops etc.
- the gross carrying amount of the financial asset; or Computers- servers 4 6
- the amortised cost of the financial liability and networking
equipment*
In calculating interest income and expense, the effective
interest rate is applied to the gross carrying amount of Vehicles* 5 10
the asset (when the asset is not credit-impaired) or to Furniture and fixtures* 5 10
the amortised cost of the liability. However, for financial Temporary wooden 3 3
assets that have become credit- impaired subsequent to structures
initial recognition, interest income is calculated by (included in Building)
applying the effective interest rate to the amortised cost *Based on technical evaluation, the useful lives as given
of the financial asset. If the asset is no longer credit- above represent the period over which the management
impaired, then the calculation of interest income reverts believes to use these assets; hence these lives are
to the gross basis. different from the useful lives prescribed under Part C of
iv. Property, plant and equipment schedule II of the Companies Act, 2013.
Property, plant and equipment are carried at cost less v. Intangible assets
accumulated depreciation and impairment losses, if
any. Cost of an item of property, plant and equipment Intangible assets are carried at cost less accumulated
includes its purchase price, any directly attributable amortisation and impairment losses, if any. The cost of
expenditure on making the asset ready for its intended an intangible asset comprises its purchase price,

136
including any import duties and other taxes (other than in the investment`s fair value in OCI (designated as
those subsequently recoverable from the tax FVOCI-equity investment). This election is made
authorities), and any directly attributable expenditure on an investment-by-investment basis.
on making the asset ready for its intended use and net
All financial assets not classified as measured at
of any trade discounts and rebates.
amortised cost or FVOCI as described above are
Subsequent expenditure on an intangible asset after its measured at FVTPL. This includes all derivatives
purchase / completion is recognised as an expense financial assets. On initial recognition, the
when incurred unless it is probable that such Company may irrevocably designate a financial
expenditure will enable the asset to generate future asset that otherwise meets the requirement to be
economic benefits in excess of its originally assessed measured at amortised cost or at FVOCI as at
standards of performance and such expenditure can be FVTPL if doing so eliminates or significantly
measured and attributed to the asset reliably, in which reduces an accounting mismatch that would
case such expenditure is added to the cost of the asset. otherwise arise.
The management’s estimates of the useful lives of the Financial assets: Business model assessment
software are 3 years. The Company makes an assessment of the
vi. Financial instruments objective of the business model in which a
financial asset is held at a portfolio level because
a) Recognition and initial measurement this best reflects the way the business is managed
Trade receivables are initially recognised when and information is provided to management. The
they are originated. All other financial assets and information considered includes:
financial liabilities are initially recognised when - the stated policies and objectives for the
the Company becomes a party to the contractual portfolio and the operation of those policies
provision of the instrument. in practice. These include whether
A financial asset or financial liability is initially management’s strategy focuses on earning
measured at fair value plus, for an item not at fair contractual interest income, maintaining a
value through profit and loss (FVTPL), transaction particular interest rate profile, matching the
costs that are directly attributable to its acquisition duration of the financial assets to the
or issue. duration of any related liabilities or expected
cash outflows or realising cash flows through
b) Classification and subsequent measurement the sale of the assets;
Financial assets - how the performance of the portfolio is
On initial recognition, a financial asset is classified evaluated and reported to the Company’s
as measured at management;
- amortised cost; - the risks that affect the performance of the

business model (and the financial assets held
- Fair value through other comprehensive within that business model) and how those
income (FVOCI)-equity investment; or risks are managed;
- Fair value through profit and loss (FVTPL) - how managers of the business are
Financial assets are not reclassified subsequent to compensated – e.g. whether compensation
their initial recognition, except if and in the period is based on the fair value of the assets
the Company changes its business model for managed or the contractual cash flows
managing financial assets. collected; and
A financial asset is measured at amortised cost if it - the frequency, volume and timing of sales of
meets both of the following conditions and is not financial assets in prior periods, the reasons
designated as at FVTPL: for such sales and expectations about future
sales activity.
- the asset is held within a business model
whose objective is to hold assets to collect Financial assets: Assessment whether contractual
contractual cash flows; and cash flows are solely payments of principal and
interest
- the contractual terms of the financial asset
give rise on specified dates to cash flows that For the purposes of this assessment, ‘principal’ is
are solely for payments of principal and defined as the fair value of the financial asset on
interest on the principal amount outstanding. initial recognition. ‘Interest’ is defined as
consideration for the time value of money and for
On initial recognition of an equity investment that the credit risk associated with the principal
is not held for trading, the Company may amount outstanding during a particular period of
irrevocably elect to present subsequent changes time and for other basic lending risks and costs

137
(e.g. liquidity risk and administrative costs), as well Equity These assets are subsequently
as a profit margin. investments measured at fair value. Dividends
In assessing whether the contractual cash flows at are recognised as income in profit
are solely payments of principal and interest, the FVOCI or loss unless the dividend clearly
Company considers the contractual terms of the represents a recovery of part
instrument. This includes assessing whether the of the cost of the investment.
financial asset contains a contractual term that Other net gains and losses are
could change the timing or amount of contractual recognised in OCI and are not
cash flows such that it would not meet this reclassified to profit or loss.
condition. In making this assessment, the Financial liabilities: Classification, subsequent
Company considers: measurement and gains and losses
− contingent events that would change the Financial liabilities are classified as measured at
amount or timing of cash flows; amortised cost or FVTPL. A financial liability is
− terms that may adjust the contractual classified as at FVTPL if it is classified as held- for-
coupon rate, including variable interest rate trading, or it is a derivative or it is designated as
features; such on initial recognition. Financial liabilities at
FVTPL are measured at fair value and net gains
− prepayment and extension features; and and losses, including any interest expense, are
− terms that limit the Company’s claim to cash recognised in profit or loss. Other financial
flows from specified assets (e.g. non- liabilities are subsequently measured at amortised
recourse features). cost using the effective interest method. Interest
expense and foreign exchange gains and losses are
A prepayment feature is consistent with the solely recognised in profit or loss.
payments of principal and interest criterion if the
prepayment amount substantially represents c) Derecognition
unpaid amounts of principal and interest on the Financial assets
principal amount outstanding, which may include
The Company derecognises a financial asset when
reasonable additional compensation for early
the contractual rights to the cash flows from the
termination of the contract. Additionally, for a
financial asset expire, or it transfers the rights to
financial asset acquired at a significant discount or
premium to its contractual par amount, a feature receive the contractual cash flows in a transaction
that permits or requires prepayment at an amount in which substantially all of the risks and rewards
that substantially represents the contractual par of ownership of the financial asset are transferred
amount plus accrued (but unpaid) contractual or in which the Company neither transfers nor
interest (which may also include reasonable retains substantially all of the risks and rewards of
additional compensation for early termination) is ownership and does not retain control of the
treated as consistent with this criterion if the fair financial asset.
value of the prepayment feature is insignificant at If the Company enters into transactions whereby it
initial recognition. transfers assets recognised on its balance sheet,
Financial assets: Subsequent measurement and but retains either all or substantially all of the risks
gains and losses and rewards of the transferred assets, the
transferred assets are not derecognized.
Financial These assets are subsequently Financial liabilities
assets at measured at fair value. Net
FVTPL gains and losses, including any The Company derecognises a financial liability
interest or dividend income, when its contractual obligations are discharged or
are recognised in profit or loss. cancelled, or expire.
However, see Note 1.2(vi)(e) for The Company also derecognises a financial liability
derivatives designated as hedging when its terms are modified and the cash flows
instruments. under the modified terms are substantially
Financial These assets are subsequently different. In this case, a new financial liability
assets at measured at amortised cost using based on the modified terms is recognised at fair
amortised the effective interest method. value. The difference between the carrying
cost The amortised cost is reduced amount of the financial liability extinguished and
by impairment losses. Interest the new financial liability with modified terms is
income, foreign exchange gains recognised in profit or loss.
and losses and impairment are
d) Offsetting
recognised in profit or loss. Any
gain or loss on derecognition is Financial assets and financial liabilities are offset
recognised in profit or loss. and the net amount presented in the balance

138
sheet when, and only when, the Company When a derivative is designated as a cash flow
currently has a legally enforceable right to set off hedging instrument, the effective portion of
the amounts and it intends either to settle them changes in the fair value of the derivative is
on a net basis or to realise the asset and settle the recognized in OCI and accumulated in the other
liability simultaneously. equity under ‘effective portion of cash flow
hedges’. The effective portion of changes in the
e) Derivative financial instruments and hedge fair value of the derivative that is recognized in OCI
accounting is limited to the cumulative change in fair value of
The Company holds derivative financial the hedged item, determined on a present value
instruments such as foreign exchange forward basis, from inception of the hedge. Any ineffective
contracts to mitigate the risk of changes in portion of changes in the fair value of the
exchange rates on foreign currency exposures. The derivative is recognized immediately in profit or
counterparty for these contracts is generally a loss.
bank. Embedded derivatives are separated from The Company designates only the change in fair
the host contract and accounted for separately if value of the spot element of forward exchange
the host contract is not a financial asset and contracts as the hedging instrument in cash flow
certain criteria are met. hedging relationships. The change in fair value of
the forward element of forward exchange
Derivatives are initially measured at fair value.
contracts (‘forward points’) is separately
Subsequent to initial recognition, derivatives are
accounted for as a cost of hedging and recognised
measured at fair value, and changes therein are
separately within equity.
generally recognised in profit or loss.
The amount accumulated in other equity is
The Company designates certain derivatives as reclassified to profit or loss in the same period or
hedging instruments to hedge the variability in periods during which the hedged expected future
cash flows associated with highly probable cash flows affect profit or loss.
forecast transactions arising from changes in
If a hedge no longer meets the criteria for hedge
foreign exchange rates.
accounting or the hedging instrument is sold,
At inception of designated hedging relationships, expires, is terminated or is exercised, then hedge
the Company documents the risk management accounting is discontinued prospectively. When
objective and strategy for undertaking the hedge. hedge accounting for cash flow hedges is
The Company also documents the economic discontinued, the amount that has been
relationship between the hedged item and the accumulated in other equity remains there until,
hedging instrument, including whether the for a hedge of a transaction resulting in recognition
changes in cash flows of the hedged item and of a non-financial item, it is included in the
hedging instrument are expected to offset each non-financial item’s cost on its initial recognition
other. or, for other cash flow hedges, it is reclassified to
profit or loss in the same period or periods as the
Cash flow hedges hedged expected future cash flows affect profit or
The Company recognizes derivative instruments loss.
and hedging activities as either assets or liabilities If the hedged future cash flows are no longer
in its balance sheet and measures them at fair expected to occur, then the amounts that have
value. Gains and losses resulting from changes in been accumulated in other equity are immediately
fair value are accounted for depending on the use reclassified to profit or loss.
of the derivative and whether it is designated and
qualifies for hedge accounting. Changes in the fair vii. Impairment
values of the derivatives designated as cash flow a) Impairment of financial instruments
hedges are deferred and recorded as a component
of other comprehensive income (loss) reported The Company recognises loss allowances for
under accumulated other comprehensive income expected credit losses on:
(loss) until the hedge transaction occurs and are - financial assets measured at amortised cost;
then recognized in the statements of income along
with underline hedge items and disclosed as part At each reporting date, the Company assesses
of total net revenues. Changes in the fair value of whether financial assets are carried at amortised
the derivatives not designated as hedging cost. A financial asset is ‘credit- impaired’ when
instruments and the ineffective portion of the one or more events that have a detrimental impact
derivatives designated as cash flows hedges are on the estimated future cash flows of the financial
recognized in statement of income and are asset have occurred.
included in foreign exchange gains (losses), net, The Company measures loss allowances at an
and other income (expense), net, respectively. amount equal to lifetime expected credit losses,

139
except for the following, which are measured as at each reporting date to determine whether
12 month expected credit losses: there is any indication of impairment. If any such
indication exists, then the asset’s recoverable
- debt securities that are determined to have
amount is estimated.
low credit risk at the reporting date; and
For impairment testing, assets that do not
- other debt securities and bank balances for
generate independent cash inflows are grouped
which credit risk (i.e. the risk of default
together into cash-generating units (CGUs). Each
occurring over the expected life of the
CGU represents the smallest group of assets
financial instrument) has not increased
significantly since initial recognition. that generates cash inflows that are largely
independent of the cash inflows of other assets or
Loss allowances for trade receivables are always
CGUs.
measured at an amount equal to lifetime expected
credit losses. The recoverable amount of a CGU (or an individual
asset) is the higher of its value in use and its fair
12-month expected credit losses are the portion
value less costs to sell. Value in use is based on the
of expected credit losses that result from default
estimated future cash flows, discounted to their
events that are possible within 12 months after
the reporting date (or a shorter period if the present value using a pre-tax discount rate that
expected life of the instrument is less than 12 reflects current market assessments of the time
months). value of money and the risks specific to the CGU
(or the asset).
When determining whether the credit risk of a
financial asset has increased significantly since An impairment loss is recognised if the carrying
amount of an asset or CGU exceeds its estimated
initial recognition and when estimating expected recoverable amount. Impairment losses are
credit losses, the Company considers reasonable recognised in the statement of profit and loss.
and supportable information that is relevant and Impairment loss recognised in respect of a CGU is
available without undue cost or effort. This allocated first to reduce the carrying amount of
includes both quantitative and qualitative any goodwill allocated to the CGU, and then to
information and analysis, based on the Company’s reduce the carrying amounts of the other assets of
historical experience and informed credit the CGU (or group of CGUs) on a pro rata basis.
assessment and including forward- looking
information. viii. Provisions (other than for employee benefits)
Measurement of expected credit losses A provision is recognized if, as a result of a past event,
the Company has a present legal or constructive
Expected credit losses are a probability-weighted obligation that can be estimated reliably, and it is
estimate of credit losses. Credit losses are probable that an outflow of economic benefits will be
measured as the present value of all cash shortfalls required to settle the obligation. Provisions are
(i.e. the difference between the cash flows due to determined by discounting the expected future cash
the Company in accordance with the contract and flows (representing the best estimate of the expenditure
the cash flows that the Company expects to required to settle the present obligation at the balance
receive). sheet date) at a pre-tax rate that reflects current market
Presentation of allowance for expected credit assessments of the time value of money and the risks
losses in the balance sheet specific to the liability. The unwinding of the discount is
recognized as finance cost. Expected future operating
Loss allowances for financial assets measured at losses are not provided for.
amortised cost are deducted from the gross
carrying amount of the assets. Post sales client support and warranties
Write-off The Company provides its clients with fixed period

warranty for correction of errors and support on its
The gross carrying amount of a financial asset is fixed price product orders. Revenue for such warranty
written off (either partially or in full) to the extent period is allocated based on the estimated effort
that there is no realistic prospect of recovery. This required during warranty period.
is generally the case when the Company
determines that the debtor does not have assets Onerous contracts
or sources of income that could generate sufficient A contract is considered to be onerous when the
cash flows to repay the amounts subject to the expected economic benefits to be derived by the
write-off. Company from the contract are lower than the
b) Impairment of non-financial assets unavoidable cost of meeting its obligations under the
contract. The provision for an onerous contract is
The Company’s non-financial assets, other than measured at the present value of the lower of the
inventories and deferred tax assets, are reviewed expected cost of terminating the contract and the

140
expected net cost of continuing with the contract. relates to a business combination or to an item
Before such a provision is made, the Company recognised directly in equity or in other comprehensive
recognises any impairment loss on the assets associated income.
with that contract.
a) Current tax
ix. Foreign currency
Current tax comprises the expected tax payable or
a) Foreign currency transactions receivable on the taxable income or loss for the
year and any adjustment to the tax payable or
Transactions in foreign currencies are translated in
receivable in respect of previous years. The
to INR, the functional currency of the Company at
amount of current tax reflects the best estimate of
the exchange rates at the dates of the transactions
the tax amount expected to be paid or received
or an average rate if the average rate approximates
after considering the uncertainty, if any, related to
the actual rate at the date of the transaction.
income taxes. It is measured using tax rates (and
Foreign currency denominated monetary assets tax laws) enacted or substantively enacted by the
and liabilities are retranslated at the exchange rate reporting date.
prevailing on the balance sheet date and exchange
Current tax assets and current tax liabilities are
gain and losses arising on settlement and
offset only if there is a legally enforceable right to
restatement are recognised in the statement of
set off the recognised amounts, and it is intended
profit and loss. Non- monetary assets and liabilities
to realise the asset and settle the liability on a net
that are measured in terms of historical cost in
basis or simultaneously.
foreign currencies are not retranslated.
b) Deferred tax
Exchange differences are recognised in profit or
loss, except exchange differences arising from the Deferred tax is recognized in respect of temporary
translation of the following items which are differences between the carrying amounts of
recognised in OCI: assets and liabilities for financial reporting
purposes and the corresponding amounts used for
- qualifying cash flow hedges to the extent
taxation purposes. Deferred tax is also recognized
that the hedges are effective.
in respect of carried forward tax losses and tax
During the year ended 31 March 2019, the credits. Deferred tax is not recognized for:
company has adopted Appendix B to Ind AS 21-
- temporary differences arising on the initial
Foreign Currency Transactions and Advance
recognition of assets or liabilities in a
Consideration which clarifies the date of
transaction that is not a business combination
transaction for the purpose of determining the
and that affects neither accounting nor
exchange rate to use on initial recognition of the
taxable profit or loss at the time of the
related asset, expense or income when an entity
transaction;
has received or paid advance consideration in a
foreign currency. The effect on account of adoption - temporary differences related to investments
of this amendment was insignificant. in subsidiaries to the extent that the
Company is able to control the timing of the
b) Foreign operations
reversal of the temporary differences and it
The assets and liabilities of foreign branches are is probable that they will not reverse in the
translated into INR, the functional currency of the foreseeable future; and
Company, at the exchange rates at the reporting
- taxable temporary differences arising on the
date. The income and expenses of foreign
initial recognition of goodwill.
operations are translated into INR at the exchange
rates at the dates of the transactions or an average Deferred tax assets are recognized to the extent
rate if the average rate approximates the actual that it is probable that future taxable profits will
rate at the date of the transaction. be available against which they can be used. The
existence of unused tax losses is strong evidence
x. Earnings per share
that future taxable profit may not be available.
Basic earnings per share is computed using the weighted Therefore, in case of a history of recent losses, the
average number of equity shares outstanding during Company recognizes a deferred tax asset only to
the year. Diluted earnings per share is computed using the extent that it has sufficient taxable temporary
the weighted average number of equity and dilutive differences or there is convincing other evidence
equity equivalent shares outstanding during the year- that sufficient taxable profit will be available
end, except where the results would be anti-dilutive. against which such deferred tax asset can be
realized. Deferred tax assets – unrecognized or
xi. Taxation
recognized, are reviewed at each reporting date
Income tax comprises current and deferred tax. It is and are recognized/ reduced to the extent that it is
recognised in profit or loss except to the extent that it probable/ no longer probable respectively that

141
the related tax benefit will be realized. plan assets (excluding interest) and the effect of the
asset ceiling (if any, excluding interest), are recognized
Deferred tax is measured at the tax rates that are
in OCI. The Company determines the net interest
expected to apply to the period when the asset is
expense (income) on the net defined benefit liability
realized or the liability is settled, based on the laws
(asset) for the period by applying the discount rate used
that have been enacted or substantively enacted
to measure the defined benefit obligation at the
by the reporting date.
beginning of the annual period to the then-net defined
The measurement of deferred tax reflects the tax benefit liability (asset), taking into account any changes
consequences that would follow from the manner in the net defined benefit liability (asset) during the
in which the Company expects, at the reporting period as a result of contributions and benefit payments.
date, to recover or settle the carrying amount of Net interest expense and other expenses related to
its assets and liabilities. defined benefit plans are recognized in profit or loss.
Deferred tax assets and liabilities are offset if there The retirement benefit obligation recognized in the
is a legally enforceable right to offset current tax Balance Sheet represents the present value of the
liabilities and assets, and they relate to income defined benefit obligation as adjusted for unrecognized
taxes levied by the same tax authority on the same past service cost, as reduced by the fair value of scheme
taxable entity, or on different tax entities, but they assets.
intend to settle current tax liabilities and assets on
a net basis or their tax assets and liabilities will be Short-term employee benefits
realized simultaneously. The undiscounted amount of short-term employee
Minimum Alternative Tax (‘MAT’) expense under benefits expected to be paid in exchange for the services
the provisions of the Income-tax Act, 1961 is rendered by employees are recognized during the year
recognised as an asset when it is probable that when the employees render the service. These benefits
future economic benefit associated with it in the include performance incentive and compensated
form of adjustment of future income tax liability, absences which are expected to occur within twelve
will flow to the Company and the asset can be months after the end of the year in which the employee
measured reliably. MAT credit entitlement is set renders the related service. The cost of such
off to the extent allowed in the year in which the compensated absences is accounted as under:
Company becomes liable to pay income taxes at
(a) in case of accumulated compensated absences,
the enacted tax rates. MAT credit entitlement is
when employees render the services that increase
reviewed at each reporting date and is written
their entitlement of future compensated
down to reflect the amount that is reasonably
absences; and
certain to be set off in future years against the
future income tax liability. MAT Credit Entitlement (b) in case of non-accumulating compensated
has been presented as Deferred Tax in Balance absences, when the absences occur.
Sheet.
Long-term employee benefits
xii. Employee benefits
Compensated absences which are not expected to
Defined contribution plans occur within twelve months after the end of the year in
which the employee renders the related service are
The Company’s contribution to provident fund is
considered as defined contribution plans and is charged recognized as a liability at the present value of the
as an expense as they fall due based on the amount of defined benefit obligation as at the Balance Sheet date.
contribution required to be made. Employee stock option based compensation
Defined benefit plans The grant date fair value of equity settled share-based
For defined benefit plans in the form of gratuity fund, payment awards granted to employees is recognized as
the cost of providing benefits is determined using the an employee expense, with a corresponding increase in
Projected Unit Credit method, with actuarial valuations equity, over the period that the employees
being carried out at each year end. When the calculation unconditionally become entitled to the awards. The
results in a potential asset for the Company, the amount recognized as expense is based on the estimate
recognized asset is limited to the present value of of the number of awards for which the related service
economic benefits available in the form of any future and non-market vesting conditions are expected to be
refunds from the plan or reductions in future met, such that the amount ultimately recognized as an
contributions to the plan (‘the asset ceiling’). In order to expense is based on the number of awards that do meet
calculate the present value of economic benefits, the related service and non-market vesting conditions
consideration is given to any minimum funding at the vesting date.
requirements. For share-based payment awards with non-vesting
Remeasurements of the net defined benefit liability, conditions, the grant date fair value of the share-based
which comprise actuarial gains and losses, the return on payment is measured to reflect such conditions and

142
there is no true-up for differences between expected Rules, 2019 and Companies (Indian Accounting
and actual outcomes. Standards) Second Amendment Rules, has notified the
following new and amendments to Ind ASs which the
xiii. Cash Flow Statement
Company has not applied as they are effective from 1
Cash flows are reported using the indirect method, April 2019:
whereby profit for the period is adjusted for the effects
Ind AS - 116
of transactions of a non –cash nature, any deferrals or
accruals of past or future operating cash receipts or Ind AS 116 will replace the existing leases standard, Ind
payments and item of income or expenses associated AS 17 Leases. Ind AS 116 sets out the principles for the
with investing or financing cash flows. The cash flows recognition, measurement, presentation and disclosure
from operating, investing and financing activities of the of leases for both lessees and lessors. It introduces a
Company are segregated. single, on-balance sheet lessee accounting model for
lessees. A lessee recognises right-of-use asset
xiv. Leases
representing its right to use the underlying asset and a
a. Determining whether an arrangement contains a lease liability representing its obligation to make lease
lease payments. The standard also contains enhanced
disclosure requirements for lessees. Ind AS 116
At inception of an arrangement, it is determined
substantially carries forward the lessor accounting
whether the arrangement is or contains a lease.
requirements in Ind AS 17.
At inception or on reassessment of the
The Company will adopt Ind AS 116, effective annual
arrangement that contains a lease, the payments
reporting period beginning 1 April 2019. The Company
and other consideration required by such an
will apply the standard to its leases, retrospectively,
arrangement are separated into those for the
with the cumulative effect of initially applying the
lease and those for other elements on the basis of
standard, recognised on the date of initial application (1
their relative fair values. If it is concluded for a
April 2019). Accordingly, the Company will not restate
finance lease that it is impracticable to separate
comparative information, instead, the cumulative effect
the payments reliably, then an asset and a liability
of initially applying this Standard will be recognised as
are recognised at an amount equal to the fair
an adjustment to the opening balance of retained
value of the underlying asset. The liability is
earnings as on 1 April 2019. On that date, the Company
reduced as payments are made and an imputed
will recognise a lease liability measured at the present
finance cost on the liability is recognised using the
value of the remaining lease payments. The right-of-use
incremental borrowing rate.
asset is recognised at its carrying amount as if the
b. Lease payments standard had been applied since the commencement
date, but discounted using the lessee’s incremental
Lease payments under operating lease are borrowing rate as at 1 April 2019. In accordance with
recognised as an expense in the Statement of the standard, the Company will elect not to apply the
Profit and Loss on a straight-line basis over the requirements of Ind AS 116 to short-term leases and
lease term unless such payments are structured to leases for which the underlying asset is of low value.
increase in line with expected general inflation to
compensate for the lessor`s expected inflation On transition, the Company will be using the practical
increases. expedient provided in the standard and therefore, will
not reassess whether a contract, is or contains a lease,
xv. Research and development at the date of initial application. The Company is in the
Revenue expenditure pertaining to research is charged process of finalising changes to systems and processes
to the Statement of Profit and Loss. Development costs to meet the accounting and reporting requirements of
of products are also charged to the Statement of Profit the standard.
and Loss unless a product’s technical feasibility has With effect from 1 April 2019, the Company will
been established, in which case such expenditure is recognise new assets and liabilities for its operating
capitalized. The amount capitalized comprises leases of premises and other assets. The nature of
expenditure that can be directly attributed or allocated expenses related to those leases will change from lease
on a reasonable and consistent basis to creating, rent in previous periods to a) amortization change for
producing and making the asset ready for its intended the right-to-use asset, and b) interest accrued on lease
use. Property, Plant and equipment utilized for research liability.
and development are capitalized and depreciated in
accordance with the policies stated for property plant Previously, the Company recognised operating lease
and equipment. expense on a straight-line basis over the term of the
lease.
xvi. Recent accounting pronouncements
On preliminary assessment, for leases other than short-
Recent Indian Accounting Standards (Ind AS) term leases and leases of low value assets, the Company
Ministry of Corporate Affairs (“MCA”), through will recognise a right-of-use asset of Rs 434 lakhs and a
Companies (Indian Accounting Standards) Amendment corresponding lease liability of Rs 456 lakhs with the

143
cumulative effect of applying the standard by adjusting probability of the relevant taxation authority accepting
retained earnings net of taxes. There will be consequent the tax treatment and the determination of taxable
reclassification in the cash flow categories in the profit (tax loss), tax bases, unused tax losses, unused tax
statement of cash flows. credits and tax rates would depend upon the probability.
The Company does not expect any significant impact of
Ind AS 12 Income taxes (amendments relating to the amendment on its financial statements.
income tax consequences of dividend and uncertainty
over income tax treatments) Ind AS 109 – Prepayment Features with Negative
Compensation
The amendment relating to income tax consequences
of dividend clarify that an entity shall recognise the The amendments relate to the existing requirements in
income tax consequences of dividends in profit or loss, Ind AS 109 regarding termination rights in order to allow
other comprehensive income or equity according to measurement at amortised cost (or, depending on the
where the entity originally recognised those past business model, at fair value through other
transactions or events. The Company does not expect comprehensive income) even in the case of negative
any impact from this pronouncement. compensation payments. The Company does not expect
this amendment to have any impact on its financial
The amendment to Appendix C of Ind AS 12 specifies statements.
that the amendment is to be applied to the
determination of taxable profit (tax loss), tax bases, Ind AS 103 – Business Combinations and Ind AS 111 –
unused tax losses, unused tax credits and tax rates, Joint Arrangements
when there is uncertainty over income tax treatments The amendments to Ind AS 103 relating to re-
under Ind AS 12. It outlines the following: (1) the entity measurement clarify that when an entity obtains
has to use judgement, to determine whether each tax control of a business that is a joint operation, it re-
treatment should be considered separately or whether measures previously held interests in that business. The
some can be considered together. The decision should amendments to Ind AS 111 clarify that when an entity
be based on the approach which provides better obtains joint control of a business that is a joint
predictions of the resolution of the uncertainty (2) the operation, the entity does not re-measure previously
entity is to assume that the taxation authority will have held interests in that business. The Company will apply
full knowledge of all relevant information while the pronouncement if and when it obtains control /
examining any amount (3) entity has to consider the joint control of a business that is a joint operation.

2 NotES ForMiNG PArt oF tHE FiNANCiAL StAtEMENtS For tHE YEAr ENDED 31 MArCH, 2018
144
2.1 Property, plant and equipment
PArtiCULArS GroSS CArrYiNG AMoUNt ACCUMULAtED DEPrECiAtioN NEt CArrYiNG AMoUNt
As at Additions Deductions / As at As at Depreciation Deductions / As at As at As at
1 April 2018 adjustments 31 March 1 April 2018 for adjustments 31 March 31 March 31 March
2019 the period 2019 2019 2018
Tangible assets
Freehold land 34 - - 34 - - - - 34 34
(34) - - (34) - - - - (34) (34)
Leasehold land 560 - - 560 16 8 - 24 536 544
(560) - - (560) (8) (8) - (16) (544) (552)
Buildings 1,627 27 - 1,654 177 97 - 274 1,380 1,450
(1,602) (25) - (1,627) (86) (91) - (177) (1,450) (1,516)
Plant and equipment 189 17 - 206 140 17 - 157 49 49
(162) (27) - (189) (116) (24) - (140) (49) (47)

Office equipment 75 42 - 117 29 17 - 46 71 46
(62) (13) - (75) (13) (16) - (29) (46) (49)

Computer equipment 1,242 414 7 1,649 675 334 5 1,004 645 567
(810) (432) - (1,242) (371) (304) - (675) (567) (439)
Vehicles 247 93 13 327 85 64 12 137 190 162
(212) (84) (49) (247) (53) (57) (25) (85) (162) (159)
Furniture and fixtures 92 86 - 178 12 32 - 44 134 80
(4) (88) - (92) (2) (10) - (12) (80) (2)
4,066 679 20 4,725 1,134 569 17 1,686 3,039 2,932
(3,446) (669) (49) (4,066) (649) (510) (25) (1,134) (2,932) (2,798)
Intangible assets
Software 638 186 1 823 514 132 1 645 178 124
(559) (79) - (638) (377) (137) - (514) (124) (182)
total 4,704 865 21 5,548 1,648 701 18 2,331 3,217 3,056
(4,005) (748) (49) (4,704) (1,026) (647) (25) (1,648) (3,056) (2,980)
Note:
(i) Figures in bracket pertains to previous year ended 31 March 2018/ 31 March 2017.
145

Particulars As at As at
31 March 2019 31 March 2018
2.2 A. NON-CURRENT INVESTMENTS
Investments in equity shares of subsidiaries (unquoted)
Equity shares at cost
a. 625,000 (625,000) equity shares of Singapore Dollar 1 each, fully paid up, in 163 163
Nucleus Software Solutions Pte. Ltd., Singapore
b. 1,000,000 (1,000,000) equity shares of US Dollar 0.35 each, fully paid up, in 163 163
Nucleus Software Inc., USA
Less: Provision for diminution in value of investment in Nucleus Software (163) (163)
Inc., USA
c. 200 (200) equity shares of Japanese Yen 50,000 each, fully paid up, in 41 41
Nucleus Software Japan Kabushiki Kaisha
d. 1,000,000 (1,000,000) equity shares of Rs 10 each, fully paid up, in VirStra 100 100
i-Technology Services Limited, India [Of the above, 6 (6) equity shares are
held by nominees on behalf of the Company]
e. 7,500 (7,500) equity shares of Euro 100 each, fully paid up, in Nucleus 489 489
Software Netherlands B.V., Netherlands
Less: Provision for diminution in value of investment in Nucleus Software (489) (489)
Netherlands B.V., Netherlands
f. 10,000,000 (10,000,000) equity shares of ` 10 each, fully paid up, in Nucleus 1,194 1,194
Software Limited, India [Of the above, 6 (6) equity shares are held by
nominees on behalf of the Company]
g. 100,000 (100,000) equity shares 1 AUD each, fully paid in Nucleus Software 55 55
Australia Pty. Ltd., Australia
h. 10 (10) equity shares of ZAR 61,200 each fully paid up, in Nucleus Software 32 32
South Africa (Pty.) Limited, South Africa
i. 11,110 (10,666) equity shares of Rs 10 each, fully paid up in Avon Mobility 350 192
Solutions Private Limited [Of the above, 6 (6) equity shares are held by
nominees on behalf of the Company]
1,935 1,777
Investment in equity instruments (Quoted)
Equity shares at FVOCI
250,000 (250,000) equity shares of ` 10 each, fully paid up, in Ujjivan Financial 870 864
Services Limited
Investments in preference shares of subsidiaries (unquoted)
Preference shares at Fair value through profit or loss (FVTPL)
4,000,000 (2,650,000) 11% Preference shares of ` 10 each fully paid up in Avon 150 265
Mobility Solutions Private Limited.
Investment in Preference Shares (quoted)
Preference shares at Amortised cost
a. 8.15% L&T Finance Holding Ltd.(Preference Shares - 2020) 1,393 1,395
b. 16.46% Infrastructure Leasing & Financial Services Ltd. (Preference Shares - 501 541
2022)
Less: Provision for impairment of investment (501) -
c. 17.38% IL&FS Financial Services Ltd. ( Preference Shares - 2021) 100 100
Less: Provision for impairment of investment (100)
d. 8.33% Tata Capital Ltd (Preference Shares - 2022) 116 116
e. 7.50% Tata Capital (Preference Shares - 2020) 1,500 1,500
f. 8.33% Tata Capital (Preference Shares - 2021) - 504
Investment in Preference Shares (unquoted)
a. 8.20% Tata Motors Finance Ltd (CCPS - 2020) ( see note 2.30) 556 -
b. 10% Tata Motors Finance Ltd (CCPS - 2025) 2,129 -

146

31 March 2019 31 March 2018
a. 8.20% Tata Motors Finance Ltd (CCPS - 2020) ( see note 2.30) - 534
Investment in bonds (quoted)
Bonds securities at Amortised cost
a. 7.18% Indian Railway Finance Corporation Limited Tax free bonds 2023 977 965
b. 8.23% Indian Railway Finance Corporation Limited Tax free bonds 2024 539 540
c. 8.09% Power Finance Corporation Tax Free Bonds 2021 477 480
d. 7.51% Power Finance Corporation Tax Free Bonds 2021 519 519
e. 8.00% Indian Railway Finance Corporation Limited Tax free bonds 2022 2,114 2,126
f. 8.01% India Infrastructure Finance Company Limited Tax Free Bonds 2023 1,030 1,031
g. 7.11% Power Finance Corporation Tax Free Bonds 2025 53 53
h. 7.21% India Infrastructure Finance Company Limited Tax Free Bonds 2022 - 516
i. 7.55% Indian Railway Finance Corporation Limited Tax Free Bonds 2021 309 310
j. 8.20% Power Finance Corporation Tax Free Bonds 2022 64 64
k. 7.28% Indian Railway Finance Corporation Limited Tax free bonds 2030 47 47
l. 7.49% Indian Renewable Energy Development Agency Limited (IREDA) Tax 121 121
Free Bonds 2031
m. 7.39% Housing and Urban Development Corporation Limited (HUDCO) Tax 142 142
Free Bonds2031
n. 8.50% National Highways Authority of India (NHAI) Tax Free Bonds 2029 108 109
o. 7.39% National Highways Authority of India (NHAI) Tax Free Bonds 2031 160 160
p. 7.39% Housing and Urban Development Corporation Limited (HUDCO) Tax 131 131
free bonds 2031
q. 7.21% Power Finance Corporation Tax Free Bonds 2022 514 515
r. 7.35% Indian Railway Finance Corporation Limited Tax Free Bonds 2031 122 122
s. 7.35% National Bank for Agriculture and Rural Development (NABARD) Tax 201 201
Free Bonds 2031
t. 8.35% National Highways Authority of India (NHAI) Tax Free Bonds 2023 553 562
u. 8.51 Housing and Urban Development Corporation Limited (HUDCO) Tax 557 -
Free Bonds2024
Investment in mutual funds (quoted)
Fixed maturity plan at Amortised cost
a. HDFC FMP 1169D February 2017 (1) 579 541
b. HDFC FMP 1150D February 2017 (1) 347 324
c. Aditya Birla Sun Life Fixed Term Plan-Series OT (1117 days) 560 524
d. ICICI Prudential Fixed Maturity Plan - Series 81 - 1163 Days Plan Q 1,120 1,046
e. ICICI Prudential FMP - Series 82 - 1225 Days Plan B 546 509
f. UTI Fixed Term Income Fund Series XXVIII - IV (1204 Days) 546 509
g. Reliance Fixed Horizon Fund XXXV (1227 days) -series 12 540 504
h. Aditya Birla Sun Life Fixed Term Plan-Series OY (1218 days) 546 509
i. ICICI Prudential FMP - Series 82 - 1203 Days Plan K 542 504
j. Reliance Fixed Horizon Fund XXXVI - Series 6 540 503
k. UTI Fixed Term Income Fund Series XXVIII -XIV (1147 days) 539 501
Investment in mutual funds (Unquoted)
Mutual funds at Fair value through profit or loss (FVTPL)
a. Axis ST Direct- Weekly Dividend - 656
b. UTI ST Income-IP-Monthly Dividend - 314
c. HDFC Corporate Bond Fund - Growth-Direct 261 248
d. DSP BlackRock Banking & PSU Debt Fund - Growth- Direct 547 507

147

31 March 2019 31 March 2018
e. ICICI Prudential Income Opportunities Fund - Growth- Direct 540 506
f. IDFC Corporate Bond Fund - Growth- Direct 688 641
g. L&T Short Term Opportunities Fund - Growth- Direct 550 509
h. Reliance FRF - ST - Growth- Direct 544 508
23,967 23,267
Aggregate amount of non-current investments 26,922 26,173
Aggregate book value of quoted investments 19,021 19,708
Aggregate market value of quoted investments 19,651 20,055
Aggregate value of unquoted investments 7,901 5,931
Aggregate amount of impairment in value of quoted investments 601 -
Aggregate amount of impairment in value of unquoted investments 652 652
B. Equity shares designated as at fair value through
other comprehensive income
As at 1 April 2016, the Company designated the investments shown below as equity shares at FVOCI because these equity
shares represent investments that company intends to hold for long- term for strategic purpose
Fair value Dividend Fair value
as at income as at
31 March 2019 recognised 31 March 2018
during
the year ended
31 March 2019
investment in Ujjivan Financial Services Limited 870 1 864
No strategic investments were disposed off during year ended 31 March 2019 as well in the previous year ended 31 March
2018 and there were no transfers of any cumulative gain or loss within equity relating to these investments.
31 March 2019 31 March 2018
2.3 NON - CURRENT TRADE RECEIVABLES
(Unsecured)
a. Trade receivable Considered good - 272
- 272
2.4 LONG-TERM LOANS
(Unsecured considered good unless otherwise stated)
a. Loans and advances to employees
Loans Receivables considered good - Unsecured 7 9
b. Loan to subsidiary credit impaired 732 732
739 741
Less: Loss allowance for loan to subsidiary (732) (732)
7 9
2.5 OTHER NON-CURRENT FINANCIAL ASSETS
a. Security deposits 203 132
b. Long-term bank deposits 19 850
222 982
Note:
[Long term bank deposits include deposits held with bank for maturity more than 12 months from balance sheet date ` 19 Lacs
(31 March 2018 ` 17 lacs ) under lien with banks and are restricted from being settled for more than 12 months from the balance
sheet date.]

148
2.6 DEFERRED TAX ASSETS (NET)

A. Amounts recognised in profit or loss
Particulars For the year For the year
ended ended
31 March 2019 31 March 2018
Current tax 1,969 1,197
Deferred tax (180) 11
Net tax expense 1,789 1,208
B. Income tax recognised in other comprehensive income

Before tax Tax (expense) Net of tax
/benefit
Remeasurements of net defined benefit plans (125) (6) (131)
Effective portion of gain/ (loss) on hedging 163 (57) 106
instruments of effective cash flow hedges(net of
tax)
Income tax recognised in other comprehensive 38 (63) (25)
income
C. Reconciliation of effective tax rate

A reconciliation of the income tax provision to the amount computed by applying the statutory income tax rate to the
income before taxes is summarised below:
Particulars Percentage For the year Percentage For the year
ended ended
31 March 2019 31 March 2018
Profit before tax 9,352 7,768
Domestic tax rate 35% 3,268 35% 2,688
Effect of exempt non-operating income and deduction -8% (792) -11% (878)
Effect of non- deductible expenses 3% 312 1% 68
Additional deduction on research and development -5% (495) -6% (459)
expenses
Taxes on income at different rates -4% (304) -4% (263)
Tax pertaining to Branch tax and others -2% (200) 1% 52
Effective tax 19% 1,789 16% 1,208
D. Movement in temporary differences
Particulars Balance as at Recognised Recognised MAt Balance as at
1 April 2018 [(Credited)/ [(Credited)/ utilisation 31 March
Charge] in Charge] in OCI during the 2019
profit or loss during the year
during the year ended 31
year ended 31 March 2019
March 2019
(i) Deferred tax assets
Provisions- compensated absences, 384 (276) 6 - 654
gratuity and other employee benefits
Provision for doubtful trade receivables 409 (12) - - 421
/ Loans and service income accrued
but not due
MAT credit entitlement 305 7 - (298) -
Trade receivables, security deposit and 48 17 31
loans at amortised cost
Investment in preference shares - -
1,146 (264) 6 (298) 1,106

149

Particulars Balance as at Recognised Recognised MAt Balance as at
1 April 2018 [(Credited)/ [(Credited)/ utilisation 31 March
Charge] in Charge] in OCI during the 2019
profit or loss during the year
during the year ended 31
year ended 31 March 2019
March 2019
(ii) Deferred tax liabilities
Property, plant and equipment 93 (1) - - 92
Forward contracts 1 - (57) - 58
Investments 83 85 - - 168
177 84 (57) - 318
Net deferred tax asset 969 (180) (51) (298) 788
2.7 INCOME TAX ASSETS (NET)

a. Advance income tax [net of provision of ` 2,121 lacs 1,636 1,340
(previous year ` 2,933 lacs )]
1,636 1,340
2.8 OTHER NON- CURRENT ASSETS

a. Employee advances 38 38
b. Capital advances - 21
Less : Provision for doubtful advances - (14)
- 7
c. Prepaid expenses 5 1
d. Advance payment to gratuity trust ( see note 2.39) 106 -
e. Deferred rent 30 6
179 52
2.9 Current investments
investment in mutual funds
Name As at As at
31 March 2019 31 March 2018
-Investment in Mutual Funds (Unquoted)
Axis Liquid Fund- Direct Plan- Daily Dividend Reinvestment 838 540
Baroda Pioneer Treasury Advantage Fund - Plan B - Daily Dividend - 1,672
Reinvestment
Aditya Birla Sunlife Arbitrage Fund -Direct Plan - Dividend Reinvestment 880 832
Aditya Birla Sunlife Floating Rate-Long Term-Direct Plan - Daily Dividend - 84
Reinvestment
Aditya Birla Sun Life Savings Fund - Direct Plan - Daily Dividend Reinvestment - 129
Aditya Birla Sun Life Liquid Fund - Direct Plan - Daily Dividend Reinvestment - 611
HDFC Arbitrage Fund - Wholesale Plan-Normal-Dividend-Direct Plan 1,754 1,027
HDFC Floating Rate Income Fund - Short term Plan- Wholesale Option - - 363
Direct-DDR
ICICI Prudential Equity Arbitrage Fund- Direct Plan- Monthly Dividend 263 28
Reinvestment
ICICI Prudential Flexible Income Plan - Direct Plan - Daily Dividend - 36
Reinvestment
IDFC Arbitrage Fund - Direct Plan - Monthly Dividend Reinvestment 711 670
Invesco India Liquid Fund - Direct Plan - Daily Dividend Reinvestment - 169

150

Name As at As at
31 March 2019 31 March 2018
Kotak Equity Arbitrage Fund- Direct Plan - Fortnightly Dividend Reinvestment 3,276 3,095
L&T Liquid Fund - Direct Plan- Daily Dividend Reinvestment 708 562
Reliance Arbitrage Fund - Direct Plan - Monthly Dividend Reinvestment 1,164 1,095
Reliance Medium Term Fund-Direct Plan Daily Dividend Plan - 1
SBI Liquid Fund - Direct Plan - Daily Dividend Reinvestment 546 -
HDFC Liquid Fund - Direct Plan - Daily Dividend Reinvestment 454 -
Tata Liquid Fund - Direct Plan - Daily Dividend Reinvestment 786 -
DSP Liquidity Fund - Direct Plan - Daily Dividend Reinvestment 643 -
Mahindra Liquid Fund - Direct Plan - Daily Dividend Reinvestment 667 -
Sundaram Money Fund - Direct Plan - Daily Dividend Reinvestment 630 -
UTI Liquid Cash Plan - Direct Plan - Daily Dividend Reinvestment 753 -
ICICI Prudential Money Market Fund - Direct Plan - Daily Dividend 477 -
Reinvestment
UTI Money Market Fund - Direct Plan - Daily Dividend Reinvestment 617 -
Aditya Birla Sun Life Money Manager Fund - Direct Plan - Daily Dividend 886 -
Reinvestment
SBI Arbitrage Opportunities Fund - Direct Plan - Monthly Dividend 331 -
Reinvestment
- Fixed Maturity Plans/Interval Plans (quoted)

HDFC FMP 1128D March 2015(1) Direct Growth - 637
ICICI Prudential FMP Series 76-1108 Days Plan V-Direct-Growth - 636

9% L&T Finance Holdings Limited -Preference Shares 2018 - 1,009
Aggregate amount of investment 16,384 13,196

Aggregate book value of quoted investments - 2,282
Aggregate market value of quoted investments - 2,277
Aggregate value of unquoted investments 16,384 10,914
2.10 CURRENT TRADE RECEIVABLES
Name As at As at
31 March 2019 31 March 2018
a. TRADE RECEIVABLES
Considered good - Unsecured 5,891 6,613
Credit impaired 247 228
6,138 6,841
Less: Allowances for doubtful trade receivables (247) (228)
5,891 6,613
b. Due from subsidiaries - considered good (see note 2.35 ) 214 194
total 6,105 6,807
2.11 CASH AND CASH EQUiVALENtS

a. Cash on hand 1 1
b. Remittance in transit - 86
c. Balances with scheduled banks:
- in current accounts 110 50
- in EEFC accounts 1,108 1,291

151

Name As at As at
31 March 2019 31 March 2018
d. Balance with non scheduled banks in current accounts:
- Citibank, United Kingdom 8 16
- Citibank, United Arab Emirates 29 17
- Citibank, USA 21 30
e. Balances with scheduled banks in deposit accounts with original maturity of 113 370
less than 3 months
total 1,390 1,861
2.12 OTHER BANK BALANCES

a. Balances with scheduled banks in earmarked accounts:
- unclaimed dividend accounts 40 24
b. Balances with scheduled banks in deposit accounts
- Maturity with in 12 months of the reporting date 3,794 2,695
total 3,834 2,719
Note:
[Balance with scheduled banks in deposit accounts include Rs 42 lacs (31 March 2018 Rs 42 lacs ) which are under lien and
restricted from being settled with in 12 months from the balance sheet date.]
2.13 SHORT-TERM LOANS

Loans and advances to employees
a. Loans Receivables considered good - Unsecured 28 29
28 29
2.14 otHEr CUrrENt FiNANCiAL ASSEtS
a. Security deposit 4 -
b. Mark-to-market gain on forward contracts 167 3
c. Expenses recoverable from customers 41 26
212 29
2.15 otHEr CUrrENt ASSEtS

a. Service income accrued but not due
Considered good 1,406 922
1,624 1,136
Less : Provision for service income accrued but not due (218) (214)
1,406 922
b. Employee advances 54 37
d. Contract cost 70 -
e. Balances with government authorities
-GST/ VAT credit receivable 8 33
- Interest on income tax refund 43 -
f. Others
- Supplier advances 387 306
g. Deferred employee benefits 5 3
2,290 1,641

152

Name As at As at
31 March 2019 31 March 2018
2.16 SHArE CAPitAL
a. Authorised
Equity shares
40,000,000 (40,000,000) equity shares of ` 10 each 4,000 4,000
b. Issued, Subscribed and Paid-Up
issued
32,386,524 (32,386,524) equity shares of ` 10 each
Subscribed and Paid-Up
29,040,724 (29,040,724) equity shares of ` 10 each, fully paid up 2,904 2,904
(Includes: 2,800 (2,800) forfeited equity shares pending reissue (see note (iv)
below)
2,904 2,904
Refer notes (i) to (vi) below :-
(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period :-
Particulars Opening Allotted under Closing
balance Employee balance
Stock Option
Plans /
Extinguishment
of shares under
buy back ( see
note 2.17)
a. For the year ended 31 March 2019
- Number of shares 29,040,724 - 29,040,724
- Amount (In Rupees) 290,407,240 - 290,407,240
b. For the year ended 31 March 2018

- Number of shares 32,383,724 (3,343,000) 29,040,724
- Amount (In Rupees) 323,837,240 (33,430,000) 290,407,240
(ii) The Company has one class of equity shares having a par value of ` 10 each. Each shareholder is eligible for one vote per share
held. The dividend is paid on the approval of the shareholders in the Annual General Meeting. In the event of liquidation, the
equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts,
in proportion to their shareholding.
(iii) Number of shares held by shareholders holding more than 5% of the aggregate shares in the Company :-
Particulars As at 31 March 2019 As at 31 March 2018
(Number) (Percentage) (Number) (Percentage)
Karmayogi Holdings Private Limited 9,000,000 30.99% 90,00,000 30.99%
Nucleus Software Engineers Private Limited 2,385,882 8.22% 23,85,882 8.22%
Madhu Dusad 3,066,248 10.56% 30,66,248 10.56%
Vishnu R Dusad 1,603,492 5.52% 16,03,492 5.52%
(iv) Details of forfeited shares

Particulars As at 31 March 2019 As at 31 March 2018
(Number) (Percentage) (Number) (Rupees)
Equity shares with voting rights 2,800 15,000 2,800 15,000
(v) Employees Stock Option Plan (“ESOP”)
a. Employee Stock Option Scheme and SEBI (Share Based Employee Benefits) Regulations, 2014, is effective for regulation of all
schemes by the Company for the benefits for its employees dealing in shares, directly or indirectly from October 28, 2014. In
accordance with these Guidelines, the excess of the market price of the underlying equity shares as of the date of grant of
options over the exercise price of the option, including up-front payments, if any, is to be recognized and amortised on graded
vesting basis over the vesting period of the options.

153
b. The Company currently has one ESOP scheme- ESOP Scheme - 2015 (instituted in 2015) which was duly approved by the Board
of Directors and Shareholders. The ESOP Scheme 2015 provides for 500,000 options to eligible employees. As per ESOP scheme
2015, equity shares would be transferred to eligible employees on exercise of options through Nucleus Software Employee
Welfare Trust. The scheme is administered by the Compensation Committee comprising three members, the majority of whom
are independent directors.
c. There are no options granted, forfeited and exercised during the year under ESOP Scheme 2015.
31 March 2019 31 March 2018
2.17 otHEr EQUitY
a. Capital reserve 89 89
b. Securities premium account - -
c. Capital redemption reserve 334 334
d. General reserve - -
e. Retained earnings 42,875 37,827
f. Other comprehensive income 811 830
total 44,109 39,080
Particulars Year ended Year ended
31 March 2019 31 March 2018
a. Capital reserve
Opening balance 89 89
Closing balance 89 89
b. Securities premium account
Opening balance - 219
Ùtilised for buy back of equity shares (see note 2.17) - (219)
Closing balance - -
c. Capital Redemption reserve
Opening Balance 334 -
Addition during the period - 334
Closing balance (see note 2.17) 334 334
d. General reserve
Opening balance - 8,227
Ùtilised for buy back of equity shares (see note 2.17 ) - (8,227)
Closing balance - -
e. Retained Earnings
Opening balance 37,827 36,189
Utilised for buy back of equity shares (see note 2.17) - (3,254)
Add: Profit for the year 7,563 6,560
- Final dividend on equity shares [see note (i) below] (2,323) (1,619)
-Corporate Dividend tax (192) (49)
Closing balance 42,875 37,827
f. Other comprehensive income
Equity instrument through other comprehensive income
Opening balance 839 1,035
Addition / (Deletion) 6 (196)
Hedging reserve, net [see note 2.30]
Addition / (Deletion) 106 (134)

154

31 March 2019 31 March 2018
Remeasurement of net defined benefit plans, net
Opening balance (11) (58)
Addition / (Deletion) (131) 47
Closing balance (142) (11)
811 830
44,109 39,080
Note :
(i) The Board of Directors on 23 April, 2019 have recommended a payment of Final Dividend of ` 9 per share (on equity share of
par value of ` 10 each) for the year ended 31 March 2019. The payment is subject to approval of shareholders at the ensuing
AGM. The final dividend paid in previous year was ` 8 per share.
Nature and purpose of other reserves
Capital reserve
The company had transferred forfeited ESOP application money to Capital reserve in accordance with the provision of the
Companies Act, 1956.The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.
Securities premium reserve
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the
provisions of the Companies Act, 2013.
Capital Redemption reserve
The Board of Directors of the Company, at its meeting held on April 25, 2017 had approved a proposal to buy-back not exceeding
Rs 11,779 lacs at maximum price of ` 350 per equity share.
The Shareholders of the Company approved the scheme of Buyback of 33,43,000 (Thirty Three Lakhs Forty Three Thousand)
equity shares of the face value of Rs.10/- each fully paid up at a price of ` 350/- (Rupees Three Hundred and Fifty Only) (the
“Buyback Price”) payable in cash aggregating upto ` 11,701/-lacs (Rupees Eleven thousands Seven Hundred One lacs) through
Postal Ballot on June 15, 2017 . The Company made the Public Announcement of the same which was published on June 19,
2017.
Further pursuant to Shareholders’ approval vide Postal Ballot in June 2017, the Buy Back Committee of Board of Directors on
16th June 2017 approved the Buyback of 33,43,000 of fully paid up Equity Shares of face value of ` 10/ each of the Company at
price of ` 350/- per Equity share, payable in cash for an aggregate consideration not exceeding ` 11,701 lacs . The settlement of
the Buyback was done on 8th September, 2017 and 33,43,000 Equity shares bought back were extinguished on 14th September,
2017.
Capital Redemption Reserve was created to the extent of share capital extinguished Rs 334 lacs. An amount of Rs 3,254 lacs
from Retained Earnings was used to offset the excess of buy-back cost of Rs 11,701 lacs over par value of shares after adjusting
the balance lying in Security Premium of Rs 219 lacs and General Reserve of Rs 8,227 lacs.
Hedging reserve
This comprises as the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related
to hedged transactions that have not yet occurred.
General reserve
The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings for appropriation
purposes.
The Company has designated its investments in certain equity instruments at fair value through other comprehensive income.
These changes are accumulated within the FVOCI equity investments within the equity. The group transfers amounts therefrom
to retained earnings when the relevant equity securities are derecognised.
Remeasurement of net defined benefit plans
Remeasurement of net defined benefit plans (asset) comprises actuarial gain and losses and return on plan assets (excluding
interest income)

155

31 March 2019 31 March 2018
2.18 OTHER NON- CURRENT FINANCIAL LIABILITIES

a. Annual incentive payable 39 91
39 91
2.19 NON-CURRENT PROVISIONS
Provision for employee benefits
a. Provision for compensated absences 643 490
643 490
2.20 TRADE PAYABLES
a. Trade payables
-Total outstanding dues of micro enterprises and small enterprises - -
-Total outstanding dues of creditors other than micro enterprises and small 815 4,700
enterprises ( see note below)
b. Due to subsidiaries (see note 2.35) 211 404
1,026 5,104
The Company has no amounts payable to Micro and Small Enterprises as defined in section 7(1) of the Micro, Small and Medium
Enterprises Development Act, 2006, to the extent such parties have been identified on the basis of information collected by the
Management. This has been relied upon by the auditors.
As at As at
31 March 2019 31 March 2018
Principal interest Principal interest
a) Amount due to vendor - - - -
b) Principal amount paid (includes unpaid) beyond the - - - -
appointed date
c) Interest due and payable for the period of delay in - - - -
making payment
d) Interest accrued and remaining unpaid - - - -
e) Further interest remaining due and payable for the - - - -
purpose of disallowance of a deductible expenditure
under section 23
- - - -

31 March 2019 31 March 2018
2.21 OTHER CURRENT FINANCIAL LIABILITIES
a. Unpaid dividends 40 24
b. Payable for purchase of Property, plant and equipment and Intangible assets - 1
c. Employee payable 4,072 -
4,112 25
2.22 CUrrENt ProViSioNS
a. Provision for compensated absences 180 171
180 171
2.23 INCOME TAX LIABILITIES
a. Provision for tax [net of advance tax of ` 2,171 lacs (previous year ` Nil)] 52 -
52 -

156

31 March 2019 31 March 2018
2.24 OTHER CURRENT LIABILITIES

a. Advance from customers / Advance billings 4,506 6,045
b. Deferred revenue 5,125 4,354
c. Other payables - statutory liabilities 520 499
d. Payable to gratuity trust (see note 2.39) - 372
10,151 11,270

31 March 2019 31 March 2018
2.25 iNCoME FroM SoFtWArE ProDUCtS AND SErViCES
a. Software products and services (see note 2.38)
- Sale of products 37,420 31,607
- Sale of services 2,256 2,125
39,676 33,732
2.26 otHEr iNCoME
a. Interest income on financial assets- carried at amortised cost :
- Deposits with banks 258 289
- Tax free bonds 646 619
- Debentures - 33
- Non- current trade receivable 47 67
- Fixed maturity plan 435 331
- Preference shares 284 423
- Others 11 7
b. Interest income on income tax refund 43 62
c. Dividend income from
- Current, non trade investments 678 777
- Non-current, non trade investment 58 125
- Subsidiary companies 1,400 1,389
d. Net gain / (loss) on sale of investments
- Non-current, non trade investment 9 (2)
e. MTM gain or (loss) on - 39
- Current, non trade investments 11 -
- Non-current, non trade investment 344 -
f. - Gain / (Loss) on exchange fluctuation (286) 9
g. Other non-operating income
- Net profit on sale of property, plant and equipment 32 -
- Rental income - subsidiary 7 -
- Premium on Forward Contracts 37 -
- Miscellaneous income 15 9
4,029 4,177
2.27 EMPLOYEE BENEFITS EXPENSE
a. Salaries and wages 22,606 19,727
b. Contribution to provident and other funds 1,175 996
c. Gratuity expense (see note 2.33) 304 514
d. Staff welfare expenses 610 392

157

31 March 2019 31 March 2018
24,695 21,629
2.28 oPErAtiNG AND otHEr EXPENSES
a. Outsourced technical service expense 888 961
b. Cost of software purchased for delivery to clients 189 207
c. Power and fuel 414 419
d. Rent (see note 2.31) 332 290
e. Repair and maintenance
- Buildings 55 41
- Others 364 294
f. Insurance 38 41
g. Rates and taxes 18 99
h. Travel expenses
- Foreign 1,252 983
- Domestic 446 357
i. Advertisement, business development and promotion 205 136
j. Legal and professional (see note 2.33) 392 436
k. Directors remuneration 123 116
l. Conveyance 165 171
m. Communication 171 168
n. Training and recruitment 287 343
o. Net loss on sale of fixed assets/discarded assets - 4
p. Conference, exhibition and seminar 212 152
q. Information technology expenses 783 628
r. Provision for doubtful debts/advances/other current assets 38 42
s. Impairment loss on preference shares carried at amortised cost 601 -
t. Fair value change of preference shares of subsidiary at FVTPL 250 -
u. Commission to channel partners 195 117
v. Expenditure on corporate social responsibility (see note 2.42) 102 111
w. Sales and marketing fee 1,028 1,292
x. Miscellaneous expenses 379 425
8,927 7,833
Directors Remuneration includes :
Non Executive Directors
a. Commission 85 71
b. Sitting fees 38 45
123 116
2.29 FiNANCE CoSt
Bank Charges 30 32
30 32

2.30 Financial instruments
a) Financial Instruments by category
158
The carrying value and fair value of financial instruments by categories as at 31 March 2019 are as follows:
Particulars Amortised cost Financial assets/ Financial assets/ Total carrying total fair value Level 1 Level 2 Level 3
liabilities at fair liabilities at fair value
value through value through
profit or loss oCi
Assets:
Cash and cash equivalents (2.11) 1,390 - - 1,390 1,390
Other bank balances (2.12) 3,834 - - 3,834 3,834
Investments (2.2 and 2.9)
Equity Instruments (Other than - - 869.50 870 870 870
subsidiaries)
Tax free bonds 8,737 - - 8,737 9,007 9,007
Mutual funds (other than FMPs) - 19,514 - 19,514 19,514 19,514

Fixed maturity plans (FMPs) 6,406 - - 6,406 6,408 6,408
Preference shares 3,009 2,836 - 5,844 6,201 3,365 2,836

Trade receivables (2.3 and 2.10) 6,105 - - 6,105 6,105
Loans (2.4 and 2.13) 35 - - 35 35
Other financial assets (2.5 and 2.14) 267 - 167.30 434 434
29,783 22,350 1,037 53,169 53,798
Liabilities:
Trade payables (2.20) 1,026 - - 1,026 1,026
Other financial liabilities (2.18 and 4,151 - - 4,151 4,151
2.21)
5,177 - - 5,177 5,177
The carrying value and fair value of financial instruments by categories as at 31 March 2018 were as follows:
Particulars Amortised cost Financial assets/ Financial assets/ Total carrying total fair value Level 1 Level 2 Level 3
liabilities at fair liabilities at fair value
value through value through
profit or loss oCi
Assets:
Equity Instruments (Other than - - 864 864 864 864
subsidiaries)
Tax free bonds 8,713 - - 8,713 9,094 9,094
Preference shares 5,699 265 5,964 5,948 5,683 265
Loans (2.4 and 2.13) 38 - - 38 38

Other financial assets (2.5 and 2.14) 1,010 - - 1,010 1,010
34,368 15,068 864 50,300 50,648

Liabilities:
Trade payables (2.20) 5,104 - - 5,104 5,104
Other financial liabilities (2.18 and 116 - - 116 116
2.21)
5,220 - - 5,220 5,220
159

160
The carrying amount of current trade receivables, short term loan, current security deposit, trade payables, current financial liabilities,
other bank balances and cash and cash equivalent are considered to be same as their fair values, due to their short-term nature.
The fair value of non-current trade receivables, long term loan , non -current security deposit and non-current financial liabilities
were calculated based on cashflows discounted using a transition date lending rate as there is no material change in the lending rate.
They are classified as level 3 fair values in the fair value hierarchy due to the inclusions of unobservable inputs including counterparty
credit risk.
Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
a) the use of quoted market prices or dealer quotes for similar instruments.
b) for forward exchange contracts, the fair value is determined using quoted forward exchange rates at the reporting date.
c) the fair value of remaining financial instruments is determined using discounted cash flows method.
Reconciliation table : Level 3 Investments
The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values.
Particulars For the year For the year

ended ended
31 March 2019 31 March 2018

Purchases 2,135 30
Reclassification from amortised cost to FVTPL 512 -
Net change in Fair Value (recognized in profit or loss) (77) -
2,835 265
b) Financial risk management
The Company’s activities expose it to a variety of financial risks arising from financial instruments
- Market risk,
- Credit risk and
- Liquidity risk
Risk Management Committee (RMC) is responsible for identification and review of risks and mitigation plans. The Committee meets on
a quarterly basis for identification and prioritization of risks. RMC conducts risk survey with the senior and middle level management
of the Company to identify risks and rate them appropriately. Top risks are identified and remaining are categorized as other risks. The
RMC then places updates to the Board on a quarterly basis, on key risks facing the Company, along with their mitigation plans.
i) Market risk
a) Currency risk
The Company’s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects
on its financial performance. The primary market risk to the Company is foreign exchange risk.
The Company operates internationally and a major portion of the business is transacted in several currencies and
consequently the Company is exposed to foreign exchange risk through its sales and services and purchases from overseas
suppliers in various foreign currencies. The Company holds derivative financial instruments such as foreign exchange

161
forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The exchange
rate between the rupee and foreign currencies has changed substantially in recent years and may fluctuate substantially
in the future. Consequently, the results of the Company’s operations are affected as the rupee appreciates/ depreciates
against these currencies.
The Company’s risk management policy is to hedge 40% to 55% of its estimated foreign currency exposure in respect of
forecast collection over the following 6 months at any point in time. The Company uses forward exchange contracts to
hedge its currency risk, most with a maturity of less than one year from the reporting date. Such contracts are generally
designated as cash flow hedges.
The Company determines the existence of an economic relationship between the hedging instrument and hedged item
based on the currency, amount and timing of their respective cash flows.
The year end foreign currency exposures are given below :

Currency As at As at
31 March 2019 31 March 2018
Amount in Amount in Amount in Amount in
foreign currency Rupees in lacs foreign currency Rupees in lacs
in lacs in lacs
Receivable
USD 47 3,237 53 3,433
EURO 1 83 1 78
MYR 20 335 11 182
SGD 1 39 - 16
JPY 217 135 184 113
ZAR 6 27 19 102
AED 2 42 6 105
CHF - - - 4
GBP 7 612 5 438
AUD - - - 22
Payable
USD 4 270 93 6,044
EUR - 2 2 132
MYR - 4 9 156
GBP - 10 1 104
SGD 1 63 4 187
CHF - - - 7
AED 4 68 2 41
ZAR - - 63 349
JPY - 0 159 98
AUD 2 90 7 358
SAR - 2 - 4
For the year ended 31 March 2019 and 31 March 2018 10% depreciation / appreciation in the exchange rate between the
Indian rupee and Foreign currencies, would have affected the Company’s incremental profit by ` 400 lacs and ` 299 lacs
respectively.
Sensitivity analysis is computed based on the changes in the income and expenses in foreign currency upon conversion
into functional currency, due to exchange rate fluctuations between the previous reporting year and the current reporting
year.
b) Price risk
(i) Exposure
The Company’s exposure to equity securities and mutual funds price risk arises from investments held by the
Company and classified in the balance sheet either as fair value through OCI or at fair value through profit or loss.

162
(ii) Sensitivity
The sensitivity of profit or loss in respect of investments in mutual funds and equity instruments (other than
subsidiaries) at the end of the reporting period for +/- 2% change in price and net asset value is presented below:
31 March 2019 31 March 2018 31 March 2019 31 March 2018

increase 2%
Mutual funds 390 296 - -
Equity instruments (other than subsidiaries) - - 17 17
Decrease 2%
Mutual funds (390) (296) - -
Equity instruments (other than subsidiaries) - (17) (17)
Derivative financial instruments
The Company holds derivative financial instruments such as foreign currency forward contracts to mitigate the risk
of changes in exchange rates on foreign currency exposures. The counterparty for these contracts is generally a bank
or a financial institution. These derivative financial instruments are valued based on quoted prices for similar assets
and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.
The following table gives details in respect of outstanding foreign exchange forward contracts:
Forward contracts
Forward contract Buy/Sell As at Equivalent As at Equivalent

outstanding amount in amount in
Rupees in lacs Rupees in lacs
In USD ( Amount in USD lacs) Sell 64 4,392 65 4,204
The foreign exchange forward contracts matured within six months. The table below analyses the derivative financial
instruments into relevant maturity groupings based on the remaining period as of the balance sheet date.
31 March 31 March 31 March 31 March
2019 2019 2018 2018
Amount in Equivalent Amount in Equivalent
USD in lacs amount in USD in lacs amount in
Rupees in lacs Rupees in lacs
Not later than one month 12 795 14 913
Later than one month and not later than 24 1,625 21 1,336
three months
Later than three months and not later than 29 1,971 30 1,955
one year
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective
effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging
instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.
The following table provides the reconciliation of cash flow hedge reserve for the year ended :
'31 March 2019 '31 March 2018
Balance at the beginning of the year 2 136
Gain / (Loss) recognised in other comprehensive income during the year, 106 (134)
net of taxes
Balance at the end of the period 108 2
The Company offsets a financial asset and a financial liability when it currently has a legally enforceable right to set
off the recognized amounts and the company intends either to settle on a net basis, or to realise the asset and settle
the liability simultaneously.

163
Effects of hedge accounting on financial perfromance

Cash flow hedge- Foreign exchange risk
As at As at
31 March 2019 ‘31 March 2018
Changes in the value of the hedging instrument recognised in other comprehensive 163 (133)
income profit or (loss),net
Hedge ineffectiveness recognised in profit or (loss) - -
Amount reclassified from cash flow hedging reserve to profit or (loss) (212) 254
The following table provides quantitative information about offsetting of derivative financial assets
Particulars As at 31 As at
March 2019 31 March 2018
Gross amount of recognized financial asset/ (financial liabilities) 167 3
Net amount presented in balance sheet 167 3
ii) Credit risk
The Company considers the probability of default upon initial recognition of asset and whether there has been a
significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there
is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the
reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and
supportive forwarding-looking information.
In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more
than 30 days past due.
A default on a financial asset is when the counter party fails to make contractual payments within 90 days of when
they fall due. This definition of default is determined by considering the business environment in which entity
operates and other macro-economic factors.
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum
exposure to the credit risk at the reporting date is primarily from trade receivables amounting to ` 6,105 lacs and
` 7,080 lacs as of 31 March 2019 and 31 March 2018 respectively and unbilled revenue amounting to ` 1,406 lacs
and ` 922 lacs as of 31 March 2019 and 31 March 2018, respectively. Credit risk has always been managed by the
Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of
customers to which the Company grants credit terms in the normal course of business. On account of adoption of
Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses
a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled revenues. The
provision matrix takes into account available external and internal credit risk factors such as Company’s historical
experience for customers.
The following table gives details in respect of percentage of revenues generated from top customer and top five
customers:
Particulars Year ended 31 Year ended 31

March 2019 March 2018
(in %) (in %)
Revenue from top customer 13% 13%
Revenue from top five customers 29% 30%

164
Credit risk exposure
The lifetime expected credit loss on customer balances for the year ended 31 March 2019 is ` 22 lacs and reversal for the year ended 31
March 2018 was ` 37 lacs.
Year ended Year ended
31 March 2019 31 March 2018
Balance at the beginning 228 343
Impairment loss recognised/(reversed) 22 (37)
Amounts written off (3) (78)
Balance at the end 247 228
Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks and financial institutions with high credit
ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in mutual fund units, quoted
bonds issued by government , preference shares and non convertible debentures.
a) Expected credit loss for loans, security deposits and Investments
As at 31 March 2019 (Amount in ` Lacs unless otherwise stated)
Particulars Asset group Estimated gross Expected Expected Carrying amount

carrying amount probability credit loss net of impairment
at default of default provision
Loss allowance Financial assets for which Investment at 18,152 0% - 18,152
measured at 12 credit risk has not increased amortised cost
month expected significantly since initial
Loans to 7 0% - 7
credit loss recognition
employee
Security deposits 203 0% - 203
Loss allowance Financial assets for which NA NA NA NA NA

measured at life- credit risk has increased
time expected significantly and not credit
credit loss -impaired
Financial assets for which Loans to 732 100% (732) -
credit risk has increased subsidiaries
significantly and credit
-impaired
Investment at 601 100% (601) -
amortised cost
As at 31 March 2018
Particulars Asset group Estimated gross Expected Expected Carrying amount
carrying amount probability credit loss net of impairment
at default of default provision
Loss allowance Financial assets for which Investment at 19,378 0% - 19,378
measured at 12 credit risk has not increased amortised cost
month expected significantly since initial
credit loss recognition Loans to 9 0% - 9
employee
Security deposits 132 0% - 132
Loss allowance Financial assets for which NA NA NA NA NA

measured at life- credit risk has increased
time expected significantly and not credit
credit loss -impaired
Financial assets for which Loans to 732 100% (732) -
credit risk has increased subsidiaries
significantly and credit
-impaired

165
b) Expected credit loss for trade receivables under simplified approach

As at 31 March 2019
Ageing Not due 0-90 days 90-180 days past 180-270 days 270-360 More than total
past due dues past dues days past 360 days
dues past dues
Gross carrying 3,782 1,606 232 155 38 539 6,352
amount
Expected credit - - - - 27 219 247
losses (Loss
allowance
provision)
Carrying amount of 3,782 1,606 232 155 11 320 6,105
trade receivables
(net of impairment)
As at 31 March 2018
Ageing Not due 0-90 days 90-180 days past 180-270 days 270-360 More than total
past due dues past dues days past 360 days
dues past dues
Gross carrying 4,651 1,440 380 129 276 431 7,307
amount
Expected credit 27 201 228
losses (Loss
allowance
provision)
Carrying amount of 4,651 1,440 380 129 249 230 7,080
trade receivables
(net of impairment)
c) Expected credit loss for service income accrued but not due under simplified approach
As at 31 March 2019
Ageing 0-90 days 90-180 days 180-270 days 270-360 days More than 360 total
days
Gross carrying amount 902 219 192 94 218 1,624
Expected credit losses (Loss - - - - 218 218
allowance provision)
Carrying amount of trade 902 219 192 94 - 1,406
receivables (net of impairment)
As at 31 March 2018
Ageing 0-90 days 90-180 days 180-270 days 270-360 days More than 360 total
days
Carrying amount of trade 652 96 101 74 - 922
iii) Liquidity risk
The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations.
The company has no outstanding bank borrowings. The company believes that the working capital is sufficient to meet its current
requirements. Accordingly, no liquidity risk is perceived.
As of 31 March 2019, the Company had a working capital of ` 14,722 lacs including cash and cash equivalent of ` 1,390 lacs and current
investment of ` 16,384 lacs (31 March 2018 ` 9,712 lacs including cash and cash equivalents of Rs 1,861 lacs and current investments
of ` 13,196 lacs).

166
The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March 2019:
Particulars Less than 1 year 1-2 years total
Trade payables 1,026 - 1,026
Other financial liabilities 4,112 39 4,151
Particulars Less than 1 year 1-2 years total

Other financial liabilities 25 91 116
c) Capital Management
The Company’s objectives when managing capital are to:
- Safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits
for other stakeholders and
- Maintain an appropriate capital structure
The Board of Directors has the primary responsibility to maintain a strong capital base and reduce the cost of capital through
prudent management in deployment of funds and sourcing by leveraging opportunities in domestic and international financial
markets so as to maintain investors, creditors & markets’ confidence and to sustain future development of the business. The
Board of Directors monitors the return on capital, which the Company defines as result from operating activities divided by total
shareholders’ equity.
The Company monitors capital, using a medium term view of three to five years, on the basis of a number of financial
ratios generally used by industry and by the rating agencies. The Company is not subject to externally imposed capital
requirements.
The Company monitors capital using gearing ratio which is adjusted net debt divided by total equity. Adjusted net debt comprises
of long term and short term liabilities less cash and cash equivalent. Equity includes equity share capital and reserves that are
managed as capital. The gearing ratio at the end of the reporting periods was as follows:
As at 31 March 2019 As at 31 March 2018

Total Liabilities 16,203 17,151
Less: Cash and cash equivalents 1,390 1,861
Adjusted debt 14,813 15,290
Adjusted net debt to equity ratio 0.32 0.36
(i) Risk management
For the purpose of the Company`s capital management, capital includes issued equity capital, share premium and all other
equity reserves attributable to the equity holders of the Company. The primary objective of the Company`s capital management
is to maximise the shareholder value.
The Company manages it capital structure and makes adjustments in light of changes in economic conditions. To maintain or
adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders,
raise debts or issue new shares.
(ii) Dividends
Particulars 31 March 2019 31 March 2018

(i) Equity Shares
Final dividend for the year ended 31 March 2018 of ` 8 Per share fully 2,323 1,619
paid up (31 March 2017 of ` 5 Per share fully paid up)
(ii Dividends not recognised at the end of reporting year 2,614 2,323
The Board of Directors on April 23, 2019 have recommended a payment
of Final Dividend of ` 9 per share (on equity share of par value of ` 10
each) for the year ended March 31, 2019. The payment is subject to
approval of shareholders at the ensuing AGM. The final dividend paid in
previous year was ` 8 per share.

167
2.31 oPErAtiNG LEASE

Obligations on long-term, non-cancellable operating leases
The Company has acquired office premises under cancellable and non-cancellable operating lease. Operating lease rentals paid
during the year ended 31 March 2019 is ` 332 lacs (previous year ` 290 lacs) . The future minimum lease payments in respect of
non-cancellable lease is as follows:
31March 2019 31 March 2018
Lease Obligations Payable
a Not later than 1 year 145 -
b Later than 1 year but not later than 5 years 330 -
c More than 5 year - -
475 -
2.32 Contingent liabilities and Commitments (to the extent not provided for)
31 March 2019 31 March 2018
a. Contingent liabilities
Claims against the Company not acknowledged as debts - 69
b. Capital Commitments
Estimated amount of contracts remaining to be executed on capital account 93 30
and not provided for in the books of account (net of advances).
c. other Commitments
(i) The Company is committed to provide financial support to its subsidiary
companies, as and when required.
(ii) The Company does not have any pending litigation which would impact its
financial position.
(iii) The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.

31 March 2019 31 March 2018
2.33 Auditors remuneration (excluding taxes)
a. As auditors - statutory audit, including quarterly audits 52 47
b. For other services 18 5
c. Reimbursement of expenses 6 5
76 57
2.34 Earnings per share
31 March 2019 31 March 2018
a. Profit after taxation available to equity shareholders (Rupees) 7,563 6,560
b. Weighted average number of equity shares used in calculating basic earnings 29,040,724 30,561,102
per share (Numbers)
c. Effect of dilutive issue of shares - -
d. Weighted average number of equity shares used in calculating diluted 29,040,724 30,561,102
earnings per share (Numbers)
e. Basic earnings per share (Rupees) 26.04 21.47
f. Diluted earnings per share (Rupees) 26.04 21.47

168
2.35 rELAtED PArtY trANSACtioNS

List of related parties – where control exists
a. Subsidiary Companies
- Nucleus Software Solutions Pte Ltd, Singapore

- Nucleus Software Japan Kabushiki Kaisha, Japan
- Nucleus Software Inc., USA
- Nucleus Software Netherlands B.V., Netherlands
- VirStra i-Technology Services Limited, India
- Nucleus Software Limited, India
- Nucleus Software Australia Pty. Ltd., Australia
- Nucleus Software South Africa Pty. Limited, South Africa
- Avon Mobility Solutions Private Limited
b. Other related parties:
Key managerial personnel:
- Vishnu R Dusad (Managing Director )
- Ravi Pratap Singh (Whole time Director)
- Ashish Nanda (Chief Financial officer)
- Poonam Bhasin (Company Secretary)
- Nucleus Software Foundation (see note 2.42)
- Avon Solutions & Logistics Pvt Ltd
2.35 rELAtED PArtY trANSACtioNS

Transactions with related parties
(Amount in ` Lacs unless otherwise stated
31 March 2019 31 March 2018
a. Software development services and products
- Nucleus Software Japan Kabushiki Kaisha, Japan 375 586
- Nucleus Software Solutions Pte Ltd, Singapore 938 957
- Nucleus Software Inc., USA - 15
- Nucleus Software Netherlands B.V., Netherlands - 1
1,313 1,559
b. other income
Dividend income
- VirStra i -Technology Services Limited, India 400 500
- Nucleus Software Japan Kabushiki Kaisha, Japan 369 -
- Nucleus Software Inc., USA - 452
1,400 1,389
c. other income
Rental Income
- Avon Mobility Solutions Private Limited, India 7 -

169

31 March 2019 31 March 2018
2.35 RELATED PARTY TRANSACTIONS (CONT'D)
a. Salary and other benefits to Key managerial personnel
Short-term employee benefits 489 370
Contribution to provident and other funds 22 20
511 390
b. Cost of software purchased for delivery to clients
c. Outsourced technical service expense
- VirStra i-Technology Services Limited, India 31 -
- Nucleus Software Australia Pty Ltd. 357 329
398 329
d. Expenditure on Corporate Social Responsibility
Nucleus Software Foundation (see note 2.42) 102 111
e. Lease rent paid
- Nucleus Software Limited, India 82 109
f. Reimbursement of expenses from
- Nucleus Software Inc., USA 3 2
- Nucleus Software Netherlands B.V., Netherlands 1 1
- VirStra i-Technology Services Limited, India 1 1
- Nucleus Software Australia Pty Ltd., Australia - 3
594 563
g. Reimbursement of expenses to
- Nucleus Software Solutions Pte Ltd, Singapore 1 -
- Nucleus Software Limited, India 9 -
10 -
h. Sales & marketing fee
- Nucleus Software Inc., USA 155 -
- Nucleus Software Australia Pty Ltd. 135 122
- Nucleus Software South Africa Pty Ltd - 89
1,028 1,293
i. Communication Expenses
- Avon Solutions & Logistics Pvt Ltd 24 23
j. investment in Preference Shares
- Avon Mobility Solutions Private Limited 135 30
k. Salary to Ms Kritika Dusad (Relative of Key Managerial personnel) 11 25
l. Investment with Subsidiary
- Avon Mobility Solutions Private Limited 158 -
m Fair value change of preference shares of subsidiary at FVTPL

170
2.35 RELATED PARTY TRANSACTIONS (CONT'D)

Outstanding balances as at year end
31 March 2019 31 March 2018
a. Trade receivables
214 194
b. Trade payables
- VirStra i -Technology Services Limited, India 2 -
- Nucleus Software Japan Kabushiki Kaisha, Japan - 98
- Nucleus Software Australia Pty Ltd., Australia 88 119
- Nucleus Software Limited, India - 8
- Avon Mobility Solutions Private Limited 11 -
- Nucleus Software Inc., USA 37 -
200 404
c. Expenses Payable to Subsidiaries
- Nucleus Software Solutions Pte Ltd, Singapore 6 -
- Avon Solutions & Logistics Pvt Ltd 2 -
- VirStra i -Technology Services Limited, India 3 -
11 -
d. Loans to subsidiaries
e. Provision for doubtful loan

f. Investments in subsidiary companies (net of provision) 1,935 1777

(see note 2.2)
g. Investments in preference shares of subsidiary companies

h. Fair value change of preference shares of subsidiary at FVTPL

2.36 Research and development expenditure

Expenditure on research and development as per Ind AS 38
Revenue Expenditure 3,106 2,913
The Company had been accorded initial recognition for the in-house Research and Development (R&D) unit by the Department of
Scientific and Industrial Research (DSIR) for its R&D center at Noida effective 31 December, 2012 which was valid till 31 March, 2015.
The Company further received renewal of recognition for its R&D center for three years starting from 1 April 2015 till 31 March 2018
and subsiquently from 1 April 2018 till 31 March 2021.
2.37 Segment reporting – Basis of preparation
a. Segment accounting policies
The Segment reporting policy complies with the accounting policies adopted for preparation and presentation of financial
statements of the Company and is in conformity with Ind AS 108. The segmentation is based on the geographies of Company's
customers and internal reporting systems. Based on the "management approach" as defined in Ind AS 108, the Chief Operating
Decision Maker (CODM) evaluates the company`s performance and allocates resources based on an analysis of various
performance indicators by geographical segments.

171
b. Composition of reportable segments

The Company operates in seven main geographical segments: India, Far East, South East Asia, Europe, Middle East, Africa and
Australia which represent the reportable segments. These segments are based on location of customers of the Company.
Income and direct expenses in relation to segments are categorised based on items that are individually identifiable to that
segment, while the remainder of the costs are categorised in relation to the associated turnover and/or man months. Certain
expenses such as depreciation, which form a significant component of total expenses, are not specifically allocable to specific
segments as the underlying services are used interchangeably across geographies. The Company believes that it is not practicable
to provide segment disclosures relating to those costs and expenses, and accordingly these expenses are separately disclosed as
“unallocated” and directly charged against total income.
Segment assets and liabilities represent the net assets and liabilities of that segment. All the fixed assets of the Company
are located in India. These have not been identified to any of the reportable segments, as these are used interchangeably
between geographical segments . Other items which are not directly attributable to any particular segment and which cannot
be reasonably allocated to various segments are consolidated under “Unallocated” head.
Information in respect of reportable segments being geographies
The profit and loss is set out below:

a(i) For the year ended 31 March 2019
Description india Far East South East Europe Middle Africa Australia others total
Asia East
Revenue from operations 14,830 2,860 6,184 5,047 7,627 2,154 941 33 39,676
Expenses 6,952 1,244 6,315 3,216 4,693 822 678 303 24,223
Segment result 7,878 1,616 (131) 1,831 2,934 1,332 263 (270) 15,453
Unallocated corporate 10,130
expenditure
Operating profit before taxation 5,323
Other income 4,029
Profit before taxation 9,352

Tax Expense
Net current tax expense 1,969
Net deferred tax credit (180)
1,789
Profit for the year 7,563
a (ii) For the year ended 31 March 2018

Description india Far East South Europe Middle Africa Australia others total
East Asia East
Revenue from operations 12,607 2,811 5,241 4,211 6,211 1,105 1,072 474 33,732
Expenses 6,207 1,247 5,014 3,058 3,802 451 679 337 20,795
Segment result 6,400 1,564 227 1,153 2,409 654 393 137 12,937
expenditure
Operating profit before 3,591
taxation
Other income 4,177
Profit before taxation 7,768
Tax Expense
Net deferred tax credit 11
1,208

172

East Asia East
a (iii) Revenue from a top customer, who is contributing more than 10% of total revenue, is presented segment wise as follows:
East Asia East
For the year ended

31 March 2019
Revenue from operations - - - 5,010 - - - - 5,010
For the year ended

31 March 2018
Revenue from operations - - - 4,057 - - - 217 4,274
Assets and liabilities of reportable segments being geographies are as follows:
a. As at 31 March 2019
East Asia East
Segment assets 3,737 541 1,280 714 1,508 373 - 19 8,172
Unallocated corporate assets 55,044
Total assets 63,216
Segment liabilities 5,270 503 3,406 1,071 3,400 1,395 373 38 15,456
Unallocated corporate 747

liabilities
Total liabilities 16,203
Capital employed 47,013
b. As at 31 March 2018
East Asia East
Segment assets 4,148 553 1,123 527 1,242 881 22 70 8,566
Total assets 59,135
Segment liabilities 5,999 541 4,413 951 2,676 1,270 414 22 16,286

liabilities

173
A listing of capital expenditure, depreciation and other non-cash expenditure of the geographical segment are set out below:
a (i) For the year ended 31 March 2019

East Asia East
Capital expenditure 864

(Unallocated)
Total capital expenditure 864
Depreciation expenditure 701
(Unallocated)
Total depreciation 701
Segment non-cash expense 48 (8) 3 3 (8) - - - 38
other than depreciation
Total non cash expenditure 48 (8) 3 3 (8) - - - 38

East Asia East
Capital expenditure 717
Depreciation expenditure 647
Segment non-cash expense 29 - 1 - 6 6 - - 42
Total non cash expenditure 29 - 1 - 6 6 - - 42
2.38 Disaggregation of revenue

The table below presents disaggregated revenues from contracts with customers by geography and products and services . The
Company believe that this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash
flows are affected by industry, market and other economic factors.
(A) Revenues by geography*
a (i) For the year ended 31 March 2019
East Asia East

East Asia East
* Disclosure relating to revenues by geography has been made with respect to location of customers.

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(B) Revenues in products and services *

Description Products other total
services
Revenue 37,419 2,256 39,676
Revenue 31,607 2,125 33,732
* Revenue from product comprises of revenue generated from company’s own developed software and from third party software
supplied along with own software. It also includes services such as enhancements to the product, maintenance of the product
and any other related service on the product. Revenue other than the above is categorized under revenue from other services.
2.39 Employee Benefit Obligations
Defined contribution plans
An amount of Rs 1,076 lacs for the year ended 31 March 2019 (Year ended 31 March 2018 Rs 917 lacs), have been recognized
as an expense in respect of Company’s contribution for Provident Fund and ` 7 lacs (Year ended 31 March 2018 ` 6 lacs)
for Employee State Insurance Fund deposited with the government authorities and has been shown under employee benefit
expenses in the Statement of Profit and Loss.
In relation to the Supreme Court (SC) judgement on provident fund dated 28 February, 2019 there is considerable interpretative
matters including its retrospective implications due to which the impact of the retrospective period cannot be estimated reliably.
Pending further clarity on the subject, the Company has made a provision of Rs 22 lakhs which pertains to the year ending 31
March 2019.
Defined benefit plans
The Gratuity scheme provides for lump sum payment to vested employees at retirement, death while in employment or on
termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service or part
thereof in excess of 6 months subject to a maximum limit of ` 20 lacs in terms of the provisions of the Payment of Gratuity Act,
1972. Vesting occurs upon completion of 5 years of service.
Provision in respect of gratuity and compensated absence has been determined using the Projected Unit Credit method, with
actuarial valuations being carried out at the balance sheet date.
The Company had made contributions to Nucleus Software Export Limited Employees Group Gratuity Assurance Scheme, which
has made further contributions to Employees Group Gratuity Scheme of Life Insurance Corporation of India.
Reconciliation of opening and closing balances of the present value of the defined benefit obligation as on 31 March 2019 :

31 March 2019 31 March 2018
a. Change in defined benefit obligations (DBO) during the year
Obligation at beginning of the year 2,155 1,655
Current service cost 284 227
Past service cost - 274
Interest on defined benefit obligation 144 103
Remeasurement due to: - -
Actuarial loss/(gain)arising from change in financial assumptions 59 (52)
Actuarial loss/(gain)arising from change in demographic assumptions 7 -
Actuarial loss/(gain)arising on account of experience changes 82 29
Benefits paid (81) (81)
Obligation at year end 2,650 2,155

175

31 March 2019 31 March 2018
b. Change in plan assets
Plan Assets at year beginning, at fair value 1,783 1,444
Expected return on asset plan 123 96
Contributions by employer 907 311
Remeasurement due to : - -
Actuarial return on plan assets less interest on plan assets 23 13
Plan assets at year end, at fair value 2,755 1,783
c. Net asset / (liability) recognised in the Balance Sheet

Present value of defined benefit obligation 2,650 2,155
Fair value of plan assets 2,755 1,783
Funded status- Surplus/ (Deficit) (105) 372
Unrecognised past service costs - -
Net liability recognised in the Balance Sheet (105) 372
d. Expected employer's contribution next year 200 200
e. Expense recognised in Profit or Loss

31 March 2019 31 March 2018

Interest cost 20 13
Net gratuity cost 304 514
f. Remeasurements income recognised in other comprehensive income:

Particulars Year ended 31 Year ended 31
Actuarial (gain) / loss on defined benefit obligation 148 (23)

Return on plan assets excluding interest income (23) (13)
125 (36)
g. Economic assumptions :
Actuarial assumptions for gratuity
and long-term compensated absences
As at As at
31 March 2019 31 March 2018
Discount rate 7.00% 7.40%
Salary escalation rate 8.00% 8.00%
Discount rate:
The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet date for the
estimated term of the obligations.
Salary escalation rate:
The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant
factors.

176

31 March 2019 31 March 2018
Expected return on plan assets:
The expected rate of return on plan assets is determined after considering several applicable factors such as the composition of
the plan assets, investment strategy, market scenario, etc.
h. Demographic assumptions
Retirement age 58 years 58 years
Mortality table IALM Mortality IALM Mortality
(2006-08) (2006-08)
Assumptions regarding future mortality have been based on published statistics and mortality table.
i. Withdrawal rates Ages - Withdrawal Rate (%)

21-50 years - 16% 21-50 years - 20%
51-54 years - 2% 51-54 years - 2%
55-57 years - 1% 55-57 years - 1%
j. Category of asset
Insurer Managed Funds 2,755 1,783
The company does not invest directly in any property occupied by the company nor in financial security issued by the
company.
k Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding and other
assumptions constant, would have affected the defined benefit obligation by the amount shown below:
Particulars : Year ended Year ended
31 March 2019 31 March 2018
increase Decrease increase Decrease
Increase/(Decrease) in obligation with 0.5% (74) 78 (50) 53
movement in discount rate
Increase/(Decrease) in obligation with 0.5% 59 (58) 42 (41)
movement in future rate of increase in compensation
levels
2.40 FUNCtioN WiSE CLASSiFiCAtioN oF StAtEMENt oF ProFit AND LoSS
31 March 2019 31 March 2018
(Rupees) (Rupees)
Income from software product and services 39,676 33,732
Software development expenses 25,952 22,649
Gross Profit 13,724 11,083
Selling and marketing expenses 3,430 3,342
General and administration expenses 4,270 3,503
Operating profit before depreciation 6,024 4,238
Operating profit after depreciation 5,323 3,591
Other income 4,029 4,177
Tax expense:
Net current tax expense 1,969 1,197
Deferred tax (credit) /charge (180) 11
1,789 1,208
Profit for the period 7,563 6,560

177
2.41 trANSFEr PriCiNG

The Company has established a comprehensive system of maintenance of information and documents as required by transfer pricing
legislation under section 92D for its international transactions and specified domestic transactions. The Company will further update
above information and records and expects these to be in existence latest by due date of the filing of return, as required under law.
The management is of the opinion that all above transactions are at arm's length so that aforesaid legislation will not have any impact
on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
2.42 EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITY

31 March 2019 31 March 2018
Gross amount required to be spent by Company during the year 108 111
ended
31 March 2019 / 31 March 2018 :
Amount spent during the period on purposes other than 102 111
Construction/acquisition of any asset
Details of related party transactions:
Nucleus Software Foundation (See note 2.35) 102 111
2.43 On 17 March 2016, the Company has acquired 96% stake in Avon Mobility Solutions Private Limited ('Avon'), a Mobile Technology
Solutions provider for a purchase consideration of Rs 192 lacs. The Company has also taken over Avon's net liabilities aggregating
to ` 125 lacs. Further, the Company had an option to acquire the remaining 4% shares of Avon as per terms and conditions of share
purchase agreement executed with the shareholders of Avon. The Company has further subscribed during the year ended 31 March
2019, 1,350,000 (previous year 31 March 2018, 300,000) 11% redeemable preference shares of face value of ` 10 per share, for a
minimum tenor of 5 years and maximum tenor of 20 years. Further, during the year ended 31 March 2019, the Company vide share
purchase agreement dated 10 July 2018 exercised the call option and acquired remaining 444 shares in Avon, thereby, now it has
become wholly owned subsidiary of the Company.
2.44 The disclosures regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 has not
been made in these financial statements since the requirement does not pertain to financial year ended 31 March 2019.

Sd/- Sd/- Sd/- Sd/-
Sd/- Sd/-
Company Secretary
Noida Noida
23 April 2019 23 April 2019

178
ManageMent’s Discussion anD analysis of financial conDition anD

Results of consoliDateD opeRations of nucleus softwaRe expoRts ltD.
anD subsiDiaRy coMpanies
forming part of the consolidated financial statements for the year ended March 31, 2019

179
Management’s Discussion And Analysis Of Financial Condition And Results Of
Consolidated Operations Of Nucleus Software Exports Ltd. And Subsidiary Companies
Management’s discussion and analysis of financial condition and As a part of ongoing development program, we also launched
results of operations include forward-looking statements based on FinnAxia 6.0. FinnAxia 6.0 comes with advanced supply chain finance
certain assumptions and expectations of future events. The Company and trade finance solutions, which will enable banks to capture this
cannot assure that these assumptions and expectations are accurate. massive opportunity and help them gain and retain their position
Although the Management has considered future risks as part of the as the banker-of-choice for the new customer segments. The supply
discussions, future uncertainties are not limited to the Management chain supports the 4-corner model (two-bank interoperable),
perceptions. 3-corner model (single-bank closed) and the point model of
The Company has adopted Indian Accounting Standards (Ind-AS) financing. The four-corner model facilitates the on-boarding process
with effect from April 1, 2017 (transition date being April 1, 2016) of buyers and sellers and gives trade banks an extended global reach
based on interbank relationships.
pursuant to notification issued by Ministry of Corporate Affairs dated
February 16, 2015 notifying the Companies (Indian Accounting The trade finance solution in FinnAxia 6.0 comes with new features
Standards) Rules, 2015. Accordingly, the financial results have been such as standby letters of credit - which mitigates risks in the exports
prepared in accordance with Indian Accounting Standards (Ind-AS) business; shipping guarantees - which provides benefits to the buyer
as prescribed under Section 133 of the Companies Act, 2013 read with faster possession of goods and improved cash flow; and multi-
with Companies (Indian Accounting Standards) Rules as amended currency import and export loans - which assist with funding trade
from time to time. transactions at important points throughout the trading cycle of a
company; thus enabling seamless cross border trade.
Accounting policies have been consistently applied except where a
newly issued accounting standard, if initially adopted or a revision to The new solution also includes a slew of updates in the front end
an existing accounting standard requires a change in the accounting ensuring enhanced usability and smoother operations. Security
policy hitherto in use. Management evaluates all recently issued or has been enhanced with the provision of login fingerprinting.
revised accounting standards on an ongoing basis. The solution also enables banks to provide frictionless real-time
payments & new payment distribution channels (mobile wallets) for
Nucleus Software Exports Limited (Consolidated) includes the Parent their customers. With FinnAxia 6.0, banks can thus help their new
Company, Nucleus Software Exports Limited (the Company) and its customers not only fulfill their growth aspirations but also build a
subsidiaries and branches worldwide, collectively referred to as better relationship with their supply chain partners.
Group.
During the year, PaySeTM payment solutions have been expanded
Overview in both functionality and reach. PaySe today is truly an offline and
The Company was incorporated on January 9, 1989 as Nucleus online payment solution. PaySe offline payment solutions have been
Software Exports Private Limited with its registered office at 33-35 deployed in rural India and is going to be a key infrastructure in
Thyagraj Nagar Market, New Delhi, India. Subsequently in October making digital villages. PaySe is moving in the direction of partnering
1994, it was converted into a Public Limited Company. In August with financial institutions to make micro credit on tap a reality.
1995, Nucleus made an Initial Public Offer and is currently listed at PaySe online payment solutions gives a migration path to our rural
National Stock Exchange of India Ltd., and BSE Ltd. Nucleus Software customers who are having smart phones , have mobile literacy and
is the leading provider of mission critical lending and transaction are capable of using mobile apps. PaySe enables merchant payments,
banking products to the global financial services industry. Its software mobile recharges, bill payments, ordering for your daily needs, split
powers the operations of more than 150 customers in 50 countries, bills, scratch cards management etc.
supporting retail banking, corporate banking, cash management, The Government of India has launched a massive program to move
internet banking, automotive finance and other business areas. the country from a cash based economy to a digital economy and
Nucleus Software is known for its world-class expertise and PaySe will play an important role as it is primarily focusing on the
innovation in lending and transaction banking technology. We have rural and semi urban economy.
inter-alia, two flagship products, built on the latest technology: Over the years, our committed professionals have provided par
- FinnOneTM, 10 time winner - World’s Best Selling Lending excellence and with our deep expertise and global experience, we
Solution. have created a global footprint of customers and partners across
- FinnAxiaTM, an integrated global transaction banking solution multiple continents with multi-product, multi-service, multi-
used by banks worldwide to offer efficient and Innovative global currency and multi-lingual implementations, leading to worldwide
payments and receivables, liquidity management and business acceptability and customer satisfaction.
internet banking services. Nucleus operates through integrated and well-networked
During the year, we have continued to enhance our solutions to subsidiaries in India, Japan, Netherlands, Singapore, USA, Australia
take advantage of market trends, such as increasing digitization of and South Africa. Since 1995, product development has been our
financial services. We have leveraged India Stack further to offer end forte and the Company has chosen to exclusively develop products
to end digitization of Loan lifecycle. and further add value through dedicated Research and Development
initiatives.
We launched a sourcing channel application – mFin that offers
strengths
specialized solution for microfinance loan application processing.
The mFin app provides on the go capabilities to acquire microfinance The Group’s business broadly consists of Development and Marketing
customers for Joint Liability Groups as well as Self Help Group. mFin of Software Products and Software Services for business entities in
empowers the sales team to be efficient in data capturing, planning the Banking and Financial Services (BFS) vertical. With a single point
customer visits and credit decision. This channel capability is fully focus on the banking and financial industry, the Group’s focus on
extended to the core application processing platform FinnOne Neo product development is to build products on latest architecture
CAS. & technology stack, with products that have advanced feature

180
Management’s Discussion and analysis
& functionalities to support growing need of business. We are while automating the loan collections management framework.
performing today to deliver top-tier performance, while investing The workflow manager governs the entire business processes
to ensure that our performance levels can be sustained in the and the rule engine defines the supporting rules in line with
long term. We have stepped up our investments in brand building, their policies. The single solution caters to Collection, Legal and
R&D, sales and our people. All of this coupled with differentiated Repossession processes for delinquency management. The API
products’ help us drive sales and ultimately bring in customer stack allows to digitalize the field collection through channels.
satisfaction. The definitive goal is to touch and improve lives of more • FinnOne Neo Enterprise Content Management (ECM) provides
and more people across the world by equipping Banks with superior image based processing capabilities in loan acquisitions and
technology products for managing lending operations. various lifecycle events. ECM provides capability to store
Building on our strong product innovation and R&D capabilities, we and retrieve various contents like document images, letters,
executed strategic initiatives for new products, sales and market communications etc. for a particular account. It is well
development and people to help drive transformation and continue integrated with other modules of the FinnOne Neo suite and
the momentum of growth. This endeavor demonstrates our passion offers API stack for digital integration.
for perfection and relentless commitment to deliver world class • FinnOne Neo Channel Solutions offered in FinnOne Neo
products to our customers. In this journey, we have been honoured caters to mobile as well as web based channels. The FinnOn
and feel grateful for having received various accolades, listed Neo Mobility suite is a portfolio of mobile solutions aimed at
elsewhere in this Annual Report. creating end customer empowerment while digitalizing various
A brief on the functionality of our products is given below: lending business processes – Loan origination by field staff
finnonetM neo, is the next-generation lending solution built on (mCAS), Loan origination by field staff for MicroFinance (mFin),
an advanced technology platform, designed to shape the future Loan origination by prospect customers (mApply), Loan self-
of lending across Retail, Corporate and Islamic sectors. The multi- servicing (mServe), & Field collection management (mCollect).
channel solution helps digitize the complete loan lifecycle end to end, The suite offers functional areas for use by end customers and
from initial contact with customers and helping make better credit by staff of banks and finance companies. The FinnOne Neo
decisions faster to comprehensive loan servicing and sophisticated Internet Channel suite provides web based applications for
delinquency management. FinnOne Neo has been designed to customer Self Application (eApply) and customer Self Service
meet the challenges of delivering agile and efficient solutions while (eServe)
reducing the cost of operations. • FinnOne Finance Against Securities (FAS), is a comprehensive
FinnOne Neo supports both cloud and on-premise deployments. It solution that establishes credit lines to individuals and
can be deployed quickly in partnership with leading cloud providers corporate against the pledging of financial securities including
without high upfront capital expenditure. Cloud deployment & not limited to equity shares, mutual funds and government &
provides flexibility in scale while optimizing costs by supporting pay- corporate bonds. It is an end-to-end solution which automates
per-use models. the business processes right from portfolio/Account creation
to daily assessment of the portfolio value to account closure.
The suite offers the following line of products, which can be used as
independent modules or together to form a single suite: • Islamic Financing is an offering comprising of CAS and LMS
modules designed as per Islamic/Shariah rules. It is designed
• FinnOne Neo Customer Acquisition System (CAS) is a
with function specific modules, managing the complete finance
comprehensive loan origination software, which controls and
cycle starting from origination till after sales transactions.
automates various business processes/activities performed
in processing of a loan or credit card application for advanced • Lending Analytics helps financial institutions to unleash
risk management and business process optimization. It the power of analytics. The solution focuses on the four key
allows financial institutions to integrate various processes tenets of efficient end-to-end loan lifecycle management
for acquisition and pre-disbursal. It supports the entire viz. Improved Acquisition, Faster Customer On-boarding,
acquisition lifecycle from customer self-application (knowing Comprehensive Loan Servicing and Efficient Delinquency
upfront eligibility, automatic credit evaluation and disbursal) Management. The product has an intuitive GUI for quick
to customer walk-in and decision by the underwriter for the insight generation through interactive visualizations. It is easy
disbursement. Additionally, it allows integration with channels to build and validate scoring models.Overall, Lending Analytics
and lending tools using the digital API stack. is a rightly shaped product that gives lending business the
much needed analytical edge to make data driven decisions
• FinnOne Neo Loan Management System (LMS) is an advanced
seamlessly throughout the lending value chain.
and comprehensive loan management system that aims to
improve the quality, turnaround time and service for end- FinnAxiatM is an integrated global transaction banking solution built
customers. It enables banks to improve the agility, transparency on latest Java J2EE technology and Service Oriented Architecture
and efficiency of their lending solutions. As a loan management (SOA) platform. With this product suite, banks can breakdown
solution, it enables financial institutions to automate the traditional product silos, launch personalized products/services
processes for achieving cost savings and enhanced customer over multiple channels and create winning corporate customer
experience. The solution is empowered with API stack to let propositions.
financial institutes achieve digital transformation in lending The key product components of FinnAxiatM:
processes. • Global Receivables enables banks to provide comprehensive
• FinnOne Neo Collections is a customer centric, web based accounts receivable management solutions to corporate
and workflow driven solution that allows financial institutions customers across transaction types, jurisdictions and time
to manage, monitor and control the delinquent loan accounts zones.

181
• Global Payments enables banks to manage the accounts export financing, Standby Letter of Credit, Shipping Guarantee
payables process of their corporate customers via multiples and Import-Export Bills for collection.
payment methods including real time payments and related Mobility Solutions: The FinnOnetM Mobility suite is a portfolio
A/P reporting, advising & notifications. It enables multi- of mobile solutions aimed at digitizing various lending business
currency payments across jurisdictions and time zones. processes – Loan origination by field staff (mCAS), Loan origination
• Global Liquidity Management gives bank the power to by prospect customers (mApply), Loan self-servicing (mServe), &
manage the cash positions of their corporate customers on an Field collection management (mCollect). The suite offers functional
international basis resulting in better utilisation of available areas for use by end customers and by staff of banks and finance
funds and reduced interest costs through short-term bank companies. Mobility solutions are also available for FinnAxia
borrowings. It helps the banks setup and manage complex customers.
cash concentration and pooling structures for automated financial peRfoRMance
fund movements and consolidation within the group. Global
Consolidated financial statements have been prepared in accordance
Liquidity Management automates all transactions, interest &
with the Indian Accounting Standards (Ind AS) as per the Companies
tax calculations, manages a registry of intercompany lending/
(Indian Accounting Standards)Rules, 2015 notified under Section 133
borrowing history and limits for the corporate entity.
of the Companies Act, 2013 (the ‘Act’) and other relevant provisions
• Financial Supply Chain Management offers an integrated way of the Act.
of managing invoice presentation and transaction processing
The Company has nine subsidiary companies, all of which are wholly-
across a corporate’s supply chain, covering its suppliers and
owned. The Company discloses stand-alone audited financial results
dealers. It aims to optimize working capital with its wide array
on a quarterly and annual basis, consolidated un-audited financial
of supply chain financing options like Invoice discounting,
results on a quarterly basis and consolidated audited financial
invoice financing, factoring, reverse factoring and dynamic
results on an annual basis. The financial results of the Company have
discounting etc.
been discussed in this report in two parts:
• Business Internet Banking is a delivery channel for bank’s
i) Nucleus Software Exports Limited (Consolidated) including
customers, offering convenience to bank anytime and
performance of subsidiaries of Nucleus Software, discussed in
anywhere. It allows banks to provide easy access to information
this chapter. This consolidated presentation is more relevant
from multiple back-end systems as relevant data into a single
for understanding the overall performance of the group
customer view. It is an easy to use, robust solution that provides
especially as intercompany transactions are eliminated being
direct access to a comprehensive suite of transaction banking
contra.
products developed for bank’s corporate customers.
ii) Nucleus Software Exports Limited (Standalone) which excludes
• E- Trade Finance gives the corporate customers of the bank
the performance of subsidiaries of the Company has been
a flexibility to digitize their trade finance service requests via
discussed in the earlier part of this Annual Report.
trade products like letter of credit, bank guarantees, import-
The consolidated financial results are as below:

(` in crore)
for the year ended March 31, 2019 % of Revenue 2018 % of Revenue Growth (%)
Revenue From Operations 484.03 100.00 411.81 100.00 17.54
Expenses
a) Employee benefit expense 313.53 64.77 276.97 67.26 13.20
b) Operating and other expenses 91.25 18.85 76.15 18.49 19.83
c) Finance costs (Bank charges) 0.51 0.11 0.51 0.12 -
Total Expenses 405.29 83.73 353.63 85.87 14.61
Depreciation & Amortization 9.93 2.05 7.04 1.71 41.05
Operating Profit after Interest and Depreciation 68.81 14.22 51.14 12.42 34.55
Other Income 27.48 5.68 28.72 6.97 (4.32)
Profit Before Tax 96.29 19.89 79.86 19.39 20.57
Taxation 21.75 4.49 17.31 4.20 25.65
Profit After Tax 74.54 15.40 62.55 15.19 19.17
Other Comprehensive Income 0.26 0.05 (1.50) (0.36) 117.33
total comprehensive income for the period 74.80 15.45 61.05 14.82 22.52

182
Revenue from Operations

Our revenues from software development comprise of income from fixed price and time and material contracts. Revenue from fixed price
contracts comprising of license, related customization and implementation is recognised in accordance with the output method based on
percentage completion. Revenue from time and material contracts is recognised as the services are rendered. Revenue from annual technical
service contracts is recognized on a pro rata basis over the period in which such services are rendered.
During the year, revenue from operations is ` 484.03 crore, as compared to ` 411.81 crore for the previous year.
Revenue from Various geographies
The Group’s parent Company is incorporated in India, and caters to customers situated all across the globe, and hence significant part of the
revenue is derived from international sales. We operate in seven main geographical segments: India, Far East, South East Asia, Europe, Middle
East, Africa and Australia, which represent the reportable segments. These segments are based on location of customers of the Company.
For the year, around 69% of revenue was derived from overseas. The graph below presents a geography-wise distribution for the year as well
as the previous year.
Revenue from products and services

Our Revenues are further disaggregated into Products and Services. “Products”, comprises of license fee, revenue from customization and
implementation of products and postproduction maintenance support. Product revenue for the year is ` 383.27 crore, 79.18% of the total
revenue, against ` 326.09 crore, 79.18% of total revenue, in the previous year.
Software services rendered by the Company typically consist of development of software to meet specific customer requirements. These
services consist of application development & maintenance, testing, consulting and infrastructure management services with a strong
banking domain focus. Revenue from Software projects and services revenue for the year is ` 100.76 crore, 20.82% of the total revenue,
against ` 85.72 crore, 20.82% of the total revenue in the previous year.

183
expenses Operating and Other Expenses

Employee Benefit Expense
Operating and other expense primarily consist of expenses such
Employee benefit expenses include salaries paid to employees
globally which have fixed, variable and incentives components; as travel to execute work at client site and for other sales and
provision for retirement benefits, contribution to provident fund and Marketing activities, cost of software purchased for delivery to
expense on staff welfare activities. The employee benefit expenses
clients, bandwidth and communication expense, infrastructure
have increased by 13.20% to ` 313.53 crore, 64.77% of revenue
against ` 276.97 crore, 67.26% of revenue in the previous year. The charges, expenses on account of brand building activities, training
increase is primarily due to increase in employee compensation. and recruitment costs, legal and professional charges, repairs and
(` in crore) maintenance charges, insurance, provision for doubtful debts,
for the year 2019 % of 2018 % of Growth
contribution to CSR activities and others.
ended March 31, Revenue Revenue (%)
Salaries 288.15 59.53 254.18 61.72 13.36 Operating and other expenses at ` 91.76 crore, 18.96% of revenue
Contribution to provident 14.56 3.01 12.37 3.00 17.70 for the year, increased by 19.70% in comparison to ` 76.66 crore,
and other funds
Gratuity expense 3.25 0.67 5.51 1.34 (41.02) 18.62% of revenue in the previous financial year
Staff welfare 7.57 1.56 4.91 1.19 54.18
The Increase in Operating and other expense for FY 2019 from FY
Total Employee Benefit 313.53 64.77 276.97 67.26 13.20
Expenses 2018 is primarily due to provision for impairment of our investment,
Revenue 484.03 100.00 411.81 100.00 17.54 higher travel expenses and higher legal & Professional Expenses.
(` in crore)
for the year ended March 31, 2019 % of Revenue 2018 % of Revenue Growth %
Outsourced technical service expense 5.66 1.17 7.06 1.71 (19.83)

Cost of software purchased for delivery 2.35 0.49 2.49 0.60 (5.62)
to clients
Travel expense 19.00 3.93 15.31 3.72 24.10
Power and fuel 4.64 0.96 4.70 1.14 (1.28)
Rent 8.42 1.74 7.94 1.93 6.05
Rates & Taxes 0.24 0.05 1.06 0.26 (77.36)
Repair and maintenance 4.87 1.01 3.96 0.96 22.98
Legal and professional 10.24 2.12 7.06 1.71 45.04
Directors remuneration 1.29 0.27 1.21 0.29 6.61
Conveyance 2.09 0.43 2.04 0.50 2.45
Communication 2.49 0.51 2.57 0.62 (3.11)
Training and recruitment 3.63 0.75 3.55 0.86 2.25
Information technology expenses 7.97 1.65 6.37 1.55 25.12
Provision for doubtful debts/advances/ 0.40 0.08 0.37 0.09 8.11
other current assets
Commission to channel partners 1.95 0.40 1.16 0.28 68.10
Conference, exhibition and seminar 2.17 0.45 1.59 0.39 36.48
Advertisement and business promotion 2.17 0.45 1.43 0.35 51.75
Insurance 0.48 0.10 0.53 0.13 (9.43)
Provision for impairment of Investment 6.01 1.24 - 0.00 NA
Finance Cost 0.51 0.11 0.51 0.12 0.00
Miscellaneous expenses 4.16 0.86 4.64 1.13 (10.34)
Contribution to CSR Activities 1.02 0.21 1.11 0.27 (8.11)
Total Operating and Other Expenses 91.76 18.96 76.66 18.62 19.70
Revenue 484.03 100.00 411.81 100.00 17.54
The Company had set up Nucleus Software Foundation, a trust for the purpose of undertaking CSR activities of the Company. During the year,
the Company contributed ` 1.02 crore towards CSR activities to the Foundation. The details of CSR initiatives undertaken by the Foundation
has been provided in a separate section in the Annual Report.
Operating Profit (EBITDA)
Operating Profit at ` 78.74 crore, 16.27% of revenue against ` 58.18 crore, 14.13% of revenue in the previous year.

184
Depreciation & Amortization an average rate of 72.68, designated as highly probable forecast
transactions. There is a mark-to-market gain of ` 182.72 lakhs
Depreciation on fixed assets was ` 7.43 crore, 1.54% of revenue for reflected in the hedging reserve in balance sheet. Currency-wise
the year, against ` 7.04 crore, 1.71% of revenue in the previous year. revenues for the year along with a comparison for the previous years
We have also provided for amortization in goodwill for one of our are as follows:
subsidiary, Avon Mobility Solutions Pvt. Ltd by ` 2.50 crore.
other income for the year ended March 31, 2019 2018
Other Income represents income received in the form of dividends INR 31% 31%
from current investments, interest on fixed deposits and bonds and JPY 5% 7%
capital gains on the sale of current investments. SGD 10% 9%
USD 37% 42%
(` in crore) MYR 2% 1%
for the year ended March 31, 2019 2018 EUR 1% 3%
Dividend on investment in Mutual fund 7.86 9.57 GBP 9% 2%
units CHF 0% 0%
AUD 2% 3%
Interest income on financial assets- carried 17.52 18.52
AED 2% 2%
at amortised cost
ZAR 1% 1%
Net Gain / (Loss) on foreign currency (2.62) 0.03
total 100% 100%
Profit on sale of assets/ investments 3.67 0.35
Others 1.05 0.25 Taxation
total 27.48 28.72 It represents provision for corporate & income taxes determined in
Other income for the year is ` 27.48 crore, against ` 28.72 crore in accordance with tax laws applicable in countries where the Company
the previous year. and subsidiaries operate.
Foreign Exchange Gain / (Loss) (` in crore)

for the year ended March 31, 2019 2018
Foreign Exchange Gain (Loss) includes gain (loss) from translation of
- Current Tax Expense 23.28 15.11
current assets and liabilities at quarter end rates, those arising from
- Deferred Tax Credit (net) (1.53) 2.20
realization/payments of receivables/payables. During the year, the
Company had a foreign exchange loss of ` 2.62 crore against gain of total 21.75 17.31
` 0.03 crore in the previous year. Total effective tax for the year is 22.6% of Profit Before Tax, in
comparison to 21.7% of Profit Before Tax for the previous year.
Foreign Exchange continues to be volatile, as depicted in the below
Expenditure of the Company’s R & D centre in Noida which is duly
mentioned chart.
recognized by the Department of Scientific and Industrial Research
(DSIR), is entitled to weighted tax deduction in accordance with
section 35(2 AB) of the Income Tax Act, 1961.
Profit After Tax
Our profit after tax for the year is ` 74.54 crore, 15.40% of revenue,
against ` 62.55 crore, 15.19% of revenue for the previous year.
This age of competition necessitates overall revenue growth, earned
in an optimal cost environment. We remain committed to achieving
higher productivity and generate better margins. Our sales and
marketing efforts are focused on increasing our customer base
and hence the market share, which would ultimately yield better
realizations. Emerging markets across the world will continue to
provide stability and growth would be led by larger engagements
Source: FEDAI
and value offerings.
The monthly closing rate of Indian Rupee varied from a high of
Other Comprehensive Income (OCI)
` 66.67 to the Dollar in April 2018 to a low of ` 73.96 in October
2018 and overall lost 6.4% against the US Dollar on a March end to Other comprehensive income represents
March end comparison. a) Equity instruments through OCI – this is primarily on account of
fair valuation of investment for which the company has made
The Company follows a well-defined policy of hedging close to an irrevocable option to present the same in the OCI. For the
receivables through Forward Contracts which are designated year it is ` 0.06 crore, against ` (1.96) crore in the previous
as Highly Probable forecast transactions. The Company has a year.
conservative approach and does not speculate in foreign currency
markets. Forwards are held to maturity and regular reporting and b) Remeasurements of the defined benefit plans – consist mainly
monitoring systems are in place including quarterly updates to the of remeasurements gain/losses on our defined benefit plans.
Audit Committee. In terms of foreign currency hedges, we had on For the year it is ` (1.32) crore, against ` 0.53 crore in the
March 31, 2019, 6.95 million US dollars of forward contracts at previous year.

185
c) Effective portion of gain (loss) on hedging instruments share capital

of effective cash flow hedges, net – when a derivative is
Share Capital of the Company consists of Equity Share Capital. The
designated as a cash flow hedging instrument, the effective
paid-up share capital as on March 31, 2019 is 29,040,724 equity
portion of changes in the fair value of derivative is recognised
shares of ` 10 each as compared to 29,040,724 equity shares of ` 10
in OCI. For the year it is ` 1.16 crore, against ` (1.54) crore in
each as on March 31, 2018.
the previous year.
Subsidiaries
d) Exchange difference on translation of foreign operations. For
the year it is ` 0.36 crore, against ` 1.47 crore in the previous The Company has nine subsidiary companies, all over the world, all
year. of which are wholly-owned. Its gross investment in Paid-up Share
Capital of the Subsidiaries as on March 31, 2019 is as per the below
Total other comprehensive income for the year is ` 0.26 crore,
table.
against ` (1.50) crore in the previous year.
Name of Subsidiary Company currency as at as at

March 31, 2019 March 31, 2018
in foreign Eqv. Rupees in foreign Eqv. Rupees
currency (in crore) currency (in crore)
Nucleus Software Solutions Pte. Ltd. Singapore.
sgD 625,000 1.63 625,000 1.63
625,000 equity shares of SGD 1 each.
Nucleus Software Inc., USA.
usD 350,000 1.63 350,000 1.63
1,000,000 shares of US$ 0.35 cents each
Nucleus Software Japan Kabushiki Kaisha, Japan.
Jpy 10,000,000 0.41 10,000,000 0.41
200 equity shares of JPY 50,000 each
Virstra i-Technology Services Ltd., India.
inR - 1.00 - 1.00
1,000,000 equity shares of ` 10 each
Nucleus Software Netherlands B.V., Netherlands.
euro 750,000 4.89 750,000 4.89
7500 equity shares of Euro 100 each
Nucleus Software Limited, India.
inR - 11.94 - 11.94
10,000,000 equity shares of `.10/- each
Nucleus Software Australia.
auD 100,000 0.55 100,000 0.55
100,000 Equity share of 1 AUD each
Nucleus Software South Africa (Pty.) Limited.
ZaR 612,000 0.32 612,000 0.32
10 Equity shares of ZAR 61,200 each
Avon Mobility Solutions Private Limited.
inR - 3.50 - 1.92
11,110 (10,666) equity shares of ` 10 each
Avon Mobility Solutions Private Limited.
inR - 4.00 - 2.35
4,000,000 (2,350,000), 11% Preference shares of ` 10 each
The profits/losses of the Subsidiary Companies are fully reflected in consolidated accounts of the Company and Subsidiaries.
Other Equity
The movement in the components of Other Equity is as below:
(` in crore)
opening Additions/ closing balance
balance as on (Deletions) as on
april 1, 2018 during the year March 31, 2019
General Reserve 6.61 - 6.61
Capital Reserve 0.89 - 0.89
Capital Redemption reserve 3.34 - 3.34
Retained Earnings 413.06 46.98 460.04
Other Comprehensive Income
Hedging Reserve 0.02 1.17 1.19
Foreign Currency Translation Reserve 0.05 0.36 0.41
Remeasurement of net defined benefit plans (0.10) (1.32) (1.42)
Equity instrument through other comprehensive income 8.39 0.06 8.45
total 432.26 47.25 479.51

186
Property, plant and equipment and Intangible assets b. Current investments and Bank Balances
As at March 31, 2019, Net carrying Amount of Property, Plant and The Company continues to remain debt-free and we believe
Equipment and Intangible assets is ` 46.52 crore against ` 45.17 that cash generated from operations and reserves and surplus
crore as on March 31, 2018. are sufficient to meet our obligations and requirements
towards capital expenditure and working capital requirements.
(` in crore) As of March 31, 2019 the cash and bank balances (including
as at March 31, 2019 2018 Inc/Dec fixed deposits) stood at ` 82.94 crore against ` 69.55 crore on
(%) March 31, 2018, current investments are ` 176.06 crore against
gross carrying amount ` 145.42 crore on March 31, 2018.
Freehold land 0.34 0.34 - Total cash and current investments are thus at ` 259.00
crore on March 31, 2019 against ` 214.97 crore as on
Leasehold land 21.44 16.78 27.77 March 31, 2018.
Leasehold improvements 0.14 0.14 -
(` in crore)
Buildings 15.61 20.00 (21.95)
as at March 31, 2019 2018
Plant and equipment 3.45 2.84 21.48
Computer equipment 17.28 13.10 31.91 Balances with Bank
Vehicles 3.27 2.47 32.39 In Current Accounts 24.31 29.30
Furniture and fixtures 1.86 1.00 86.00 In Fixed Deposit Account 58.63 40.25
Software 8.39 6.54 28.29 Current Investments 176.06 145.42
total 71.78 63.21 13.56 total 259.00 214.97
Less; accumulated depreciation 25.26 18.04 40.02
Operating Cash Flow
net carrying amount 46.52 45.17 2.99
As a part of the financial policies, the Company believes in
There are fresh additions of ` 8.79 crore during the year, including maintaining high level of liquidity as it provides immense support
` 4.26 crore of computer hardware and ` 1.86 crore of software against contingencies and uncertainties.
purchases.
Our net cash flow from operating activities before working capital
As permitted by Ind AS 101, the Company has elected to continue
with the carrying values under previous GAAP as deemed cost for changes is ` 85.57 crore for the financial year against ` 61.01 crore
all the items of property, plant and equipment and Intangible assets. in the previous year. After considering working capital changes,
operating cash flow is ` 56.09 crore against ` 76.93 crore.
Goodwill on Consolidation
Operating cash flow is today considered a better measure of
The goodwill in the books has arisen based on the difference in operations of the Company than the net profits as it measures
the book value of the investment vis-à-vis the consideration paid the cash generated by the operations and our net cash flow from
for acquisition of 96% stake in AVON Mobility Solutions Pvt. Ltd., a operating activities before working capital changes has increased
mobile technology solutions provider in March 2016. this year with higher operating profitability.
The total amount of goodwill is ` 0.67 crore as of the Balance Sheet
date. The Management has performed a valuation of the intrinsic To summarise the Company’s liquidity position, given below are few
value of the business of this entity. Accordingly, on best estimates ratios based on consolidated figures:
an impairment of ` 2.5 crores in the goodwill is taken in the books
of accounts. as at March 31, 2019 2018
investments Operating cash flow as % of revenue 11.59% 18.68%
a. Non-current investments totaling ` 248.37 crore as on March Days of sale receivable 54 72

31, 2019 against ` 241.31 crore as on March 31, 2018.
Cash and Equivalents as % of assets 37.79% 33.21%
i) Investment in equity shares of a listed company at
fVoci - ` 8.70 crore. Cash and Equivalents as % of revenue 53.51% 52.20%
ii) investment in preference shares – ` 56.94 crore.
Current investments as% of assets 25.69% 22.47%
iii) Investment in tax free bonds at amortised cost - ` 87.37
crore. Current investments as % of revenue 36.37% 35.31%
iv) Investment in fixed maturity plans of mutual funds at
amortised cost – ` 64.06 crore. Trade Receivables
v) Investment in mutual funds at Fair value through profit Our trade receivables (net of provision) as on March 31, 2019 are
or loss (FVTPL) – ` 31.30 crore. ` 71.13 crore, against ` 81.78 crore as on March 31, 2018.

187
The age profile of the debtors (net of provision) is given below: (` in crore)
as at March 31, 2019 2018
(` in crore)
non – current
as at March 31, 2019 2018 Advance Tax 16.74 13.49
Less than three months 85.80% 80.55% Employee Advances 0.38 0.38
Capital Advances - 0.07
Between 3 and6 months 3.25% 4.82%
Prepaid Expenses 0.05 0.01
More than 6 months 10.95% 14.63% Advance payment to gratuity trust 1.10 -
loans and other financial assets Deferred Expenses 0.37 0.24
total 18.64 14.19
Loans and Other Financial assets have been classified into Non current
Current and Current based on their period of realization.
Service income accrued but not due 16.67 13.28
Employee Advances 1.01 0.63
as at March 31, 2019 2018 Prepaid Expenses 3.44 3.99
Contract cost 0.70 -
non – current
Balances with Government 0.62 1.24
Staff Loans 0.07 0.09 authorities
Supplier advances 4.15 3.41
Security deposits 3.71 2.95
Deferred Expenses 0.05 0.03
Long-term bank deposits 0.19 8.50 total 26.64 22.58
total 3.97 11.54 total other assets 45.28 36.77
current Current Liabilities
Staff Loans 0.28 0.29 Current liabilities represent trade payables, short-term provisions,
other financial liabilities and other current liabilities. As on
Security deposits 0.04 - March 31, 2019 the Current liabilities are ` 168.59 crore against
` 176.94 crore as on March 31, 2018.
Mark-to-market gain on forward 1.83 0.03
contracts (` in crore)
as at March 31, 2019 2018
Expenses recoverable from 0.40 0.26
customers
Trade Payables 12.26 54.06
total 2.55 0.58 Unpaid dividends 0.39 0.25
total loans and other financial assets 6.52 12.12 Payable for purchase of fixed assets - 0.01
Employee payable 43.71 -
Security Deposits, utilized primarily for hiring of office premises
Other current liabilities
and staff accommodation, amounts to ` 3.75 crore as on March 31,
2019 against ` 2.95 crore as on March 31, 2018. Long term bank Advances from customers/Advance 49.91 62.04
deposits amounting to ` 0.19 crore as on March 31, 2019 include Billing
deposits held with bank for maturity more than 12 months from Deferred Revenue 51.26 44.82
balance sheet date under lien with banks and are restricted from
Payable to gratuity trust - 4.00
being settled for more than 12 months from the balance sheet date.
Statutory Liabilities 7.10 8.03
other assets
Short term provisions
Other Assets represents income tax asset, Employee advances, Compensated absences 2.11 1.82
Service income accrued but not due, Balances with Government
Gratuity 0.04 0.04
authorities, Supplier and capital advances, prepaid and deferred
expenses. Other assets have been classified into Non Current and Income tax 1.81 1.87
Current based on their period of realization. total 168.59 176.94

188
Trade payables represent the amount payable for providing goods Non-Current Liabilities
and services and are ` 12.26 crore as on March 31, 2019 against
` 54.06 crore as on March 31, 2018. Advances from customers as Non-Current Liabilities as on March 31, 2019 were ` 8.23 crore
on March 31, 2019 are ` 49.91 crore against ` 62.04 crore as on against ` 9.04 crore as on March 31, 2018. The break-up of non-
March 31, 2018. These consist of advance payments received from current liabilities at the year-end is given below:
customers, for which related costs have not been yet incurred or (` in crore)
product license delivery is a later date. Deferred revenue represents
as at March 31, 2019 2018
the advance invoicing for annual maintenance charges for which
services are to be rendered in the future. As of March 31, 2019 it is Financial liabilities
` 51.26 crore against ` 44.82 crore as on March 31, 2018. Annual incentive payable 0.39 0.91
Employee Payables includes the provision for Bonus, accrued Deferred Tax liability 0.08 1.89
salaries, incentives and retention bonus payable to employees. Long-term Provisions
Statutory dues are the amounts accrued for taxes deducted at Compensated absences 7.37 5.88
source by the Company, staff provident fund, employee state Gratuity 0.18 0.15
insurance liabilities, GST, etc. As on March 31, 2019 it is ` 7.10 crore Asset retirement obligation 0.21 0.21
against ` 8.03 crore as on March 31, 2018. Short term provisions total 8.23 9.04
for Compensated absences, gratuity and taxes are those for which
liability is expected to arise in near future. Sum of all these short- A liability or provision is recognised when there is a present
term provisions as on March 31, 2019 are ` 2.15 crore against ` 1.86 obligation (legal or constructive) as a result of a past event, it is
crore as on March 31, 2018. probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can
The Company has made contributions to Nucleus Software
be made of the amount of the obligation.
Employees Group Gratuity Assurance Trust, which has made further
contributions to Employees Group Gratuity Scheme of Life Insurance The Company based on actuarial valuation determines provision for
Corporation of India. Compensated absences.

189
Risk Management Report
Risk may be defined as the possibility to suffer damage or loss, At a strategic level, our risk management practices are:
characterized by three factors:
• Risk Identification – Risk Management Committee (RMC) is
1. The Probability or likelihood that loss or damage will occur. responsible for identification and review of risks and mitigation
plans. The Committee meets on a quarterly basis for identification
2. The Expected time of occurrence.
and prioritization of risks. RMC conducts risk survey with the
3. Magnitude of the negative impact that can result from its senior and middle level management of the Company to identify
occurrence. risks and rate them appropriately. Top risks are identified and
remaining are categorized as other risks. The RMC then places
Focus on risk management enable us to achieve key business and updates to the Board on a quarterly basis, on key risks facing the
strategic objectives by identifying, analyzing, evaluating, monitoring, Company, along with their mitigation plans.
governing and mitigating all known forms of risks or potential treats
to these objectives. In order to achieve this objective, policies and • Risk measurement, mitigation and monitoring - At the end of
relevant internal controls are developed as an on-going process to every quarter, the Risk Management Committee invites status
ensure we have an efficient risk management system in place with update of the mitigation plans of the top identified risks and if any
proper management of the Company’s resources and appropriate changes have occurred in the nature of risks during the quarter.
mitigation of risks. Basis the same, an analysis of exposure and potential impact are
carried out. Mitigation plans are finalized, owners are identified
We seek to achieve an appropriate balance between risk and reward in and progress of mitigation actions are monitored and reviewed.
our business, and continue to build and enhance the risk management Each top risk is mapped as per a Risk Criticality Matrix.
capabilities that assist in delivering our growth plans in a controlled
environment. • Risk Reporting – Basis the above, a Risk update is prepared
every quarter and provided to the Audit Committee and the
Risk Management structure at nucleus Board. Entity level risks such as project risks, account level
risks are reported to and discussed at appropriate levels of the
At Nucleus, Risk Management is a disciplined way to deal with business
organization.
uncertainty and the associated risk and opportunity.
• Integration with strategy and business planning - Identified
This objective of this Risk Management at Nucleus is to:
risks are used as key inputs for the development of strategy and
• Enable the Company to manage unexpected outcomes and business plan.
reduce impact of risk events when they occur.
• Empower the Management to take informed decisions, under
guidance of Board of Directors of the Company, that maximize
value, reduce costs and balance risk with returns.
• Ultimately promote confidence amongst the Company’s
stakeholders in the effectiveness of business management
process of the Company and the ability to plan and meet strategic
objectives.
Risk management in the Company is conducted across the organisation
at various levels. The key components of Risk management structure
are as follows:
Risks and concerns
The Company’s business operations are subject to various risks

particular to the industry and certain generic risks including those
described below, that could have an adverse impact on business.
Product Obsolescence may affect our business potential. The IT

sector is characterized by technological changes at a rapid rate,
evolution of existing products and introduction of new product. Latest
technology trends are to be closely monitored to provide products in
compliance with industry standards. As a Product Company, growth
of the Company is based on the ability to offer products on latest
technology trends and evolving industry standards. If we are unable to
provide enhancements and new features for our existing applications
or new applications that achieve market acceptance or that keep pace
with rapid technological developments, our business and results of
operations could be adversely affected. Our future success will depend

190
on our ability to absorb new technology trends and develop solutions compensation expectations, work and empowerment processes,
that will keep pace with changes in the markets in which we provide leadership, infrastructure etc. To execute our growth plan, we must
services. Despite our constant efforts, we cannot be sure that we will attract and retain highly qualified personnel, and our managers must
be successful in developing new products with evolving technologies be successful in hiring employees who share our values and have the
in a timely or cost-effective manner and along with this the success competencies to succeed at Nucleus. To mitigate this risk, we are
of developed products also cannot be guaranteed. It can require long making the line manager more people centric and in collaboration
development and testing periods. Significant delays in new releases with HR Team. Your Company has also outsourced recruitment of
or significant problems in creating new products or services could engineering team to multiple companies. This is being done in addition
adversely affect our revenue. Our new Product Strategy is based on to the internal recruitment in all the areas. We have taken many
rapid continuous evolution of the Products. Timely delivery of planned initiatives in the last year to retain the best talent. We continuously
Scope of the Roadmap is its key. Developing new technologies is review and improvise them for still better retention. We give
complex. Any delay or scope reduction can impact Sales and meeting exposure to talented people to work with our customers in different
customer commitments. To mitigate this risk, continuous investments geographies and understand customer expectations in times to come.
are being made in conducting research and development to enhance These expectations are then build in the product to make it future
product technology and features and develop new products. ready. We also lay focus on learning and development, help them
Technology and functionality road map for products is prepared and in understanding their career, identifying achievers and rewarding
reviewed by the senior management and implemented. Accordingly, them. Succession planning for key positions in Senior Management
we have planned new releases in a year for each of the Products and (i.e. one level below the CEO position) and Heads of Departments is
are focusing on maximizing engineering capacity to it. Overload of Asks also a critical aspect of risk management.
on the Roadmap from customers, prospects in the pipeline and tactical
If we cannot maintain our corporate culture, we could lose the
demands may lead to wrong prioritization and inefficiencies. This can
innovation, teamwork and passion that we believe contribute to
further lead to the Roadmap becoming overloaded and stressed and
our success, and our business may be harmed. We believe that a
we may see delays in the releases as an outcome of this.
critical component of our success has been our corporate culture,
Further high-level interaction with top class academic institutes is also as reflected in our core values: Integrity, Respect, Result Orientation,
being set up, to keep abreast with latest changes. We have made and Innovation and Collaboration. As we continue to grow, we will need to
expect to continue to make significant investments in research and maintain our corporate culture among a larger number of employees
development and related product opportunities. During the year, your dispersed in various geographic regions. Any failure to preserve our
Company has continued to enhance its solutions to take advantage of culture could negatively affect our future success, including our ability
market trends, such as increasing digitalization of financial services. to retain and recruit personnel and to effectively focus on and pursue
We have leveraged India Stack further to offer end to end digitalization our corporate objectives. During the year, there have been many
workshops and trainings conducted across the organization , to instill
of Loan lifecycle.
a system and keep reminding the workforce about the values, which
Your Company launched a sourcing channel application – mFin has helped the organization to grow in the past.
that offers specialized solution for microfinance loan application
Our organization structure, processes and business models may not
processing. This channel capability is fully extended to the core
be scalable. The structures and processes of the Company business
application processing platform FinnOne Neo CAS.
operations may not have adequate potential to grow the revenue
As a part of ongoing development program, your Company also base significantly faster than the cost base; and hence may not be
launched FinnAxia 6.0. The trade finance solution in FinnAxia 6.0 adequate for growth. Business models; how we sell, how we license,
comes with new features such as standby letters of credit- which how we support, product development and life cycle management,
mitigates risks in the exports business; shipping guarantees-which go to market strategy, may also not be suitable for significant year
provides benefits to the buyer with faster possession of goods and on year growth. The Management is working towards mitigating
improved cash flow; and multi-currency import and export loans- this risk by instilling measures to develop and refresh leadership
which assist with funding trade transactions at important points skills and competencies in employees, Retain best suited talent,
throughout the trading cycle of a company; thus enabling seamless Automate processes including installing enterprise software systems
cross border trade. During the year, PaySeTM payment solutions have and Innovating business models.
been expanded in both functionality and reach. PaySe today is truly an Company is constantly exposed to the risk of volatility in foreign
offline and online payment solution. PaySe offline payment solutions exchange rates. The Company operates internationally in 50 plus
have been deployed in rural India and is going to be a key infrastructure countries and a major portion of our business is transacted in
in making digital villages. PaySe is moving in the direction of partnering currencies other than the Indian Rupee. Nearly seventy percent of
with financial institutions to make micro credit on tap a reality. our revenue is denominated in foreign currency, predominantly the
US Dollar. Seventy percent of our expenses are in the Indian Rupee.
Our business depends on our ability to attract and retain talent.
Foreign exchange currency markets are volatile, and such fluctuations
Product centric model of the Company especially demands retention
in foreign currency exchange rates could materially and adversely
of key talent; people with domain knowledge and technical skills. We
affect the Company’s profit margins and results of operations and
also rely on our leadership team in the areas of product development,
therefore the Company is exposed to continuing risk of foreign
marketing, sales, services, and general and administrative functions
exchange fluctuation.
and on mission-critical individual contributors in product development.
High Attrition which can happen due to many factors including growth, The exchange rate of the Rupee has been extremely volatile in the

191
last ten years as evidenced by the succeeding graph. Legal Compliances world-wide expose us to additional risks. The
Company is an incorporated legal entity and is impacted by changes
in various laws, rules and regulations like Companies Act, Accounting
Standards, Labour laws, SEBI Regulations, etc. Further the Company
is incorporated in India, and has subsidiaries overseas in Japan,
Netherlands, Singapore, USA, Australia and South Africa; which caters
to customers operating in various countries and a significant part of
the revenue is derived from international sales. Nucleus operations
world-wide may be affected by changes in political scenario, trade
protection laws, policies and measures, and other regulatory
requirements affecting trade and investment. This risk could typically
result in penalties, financial loss, loss of reputation and are assessed
Source: FEDAI on dimensions such as process effectiveness, compliance with
The volatility in the foreign currency markets may make it difficult policies and procedures and underlying controls. In order to mitigate
to hedge our foreign currency exposures effectively. Inadequacies these risks, various departments within the Company; taking care of
in the hedging mechanisms to deal with exchange rate fluctuation compliances of applicable laws/rules etc., are manned by qualified
could expose the Company to even larger losses than envisaged due personnel. A proactive team of legal experts is also positioned at the
to exchange rate fluctuations. To mitigate this risk, the Company head-office of the Company. Expert external advice/opinion, is also
follows a well-defined policy of hedging close to receivables through taken, as per requirement, for ensuring compliance.
Forward Contracts which are designated as Highly Probable forecast Delays in project executions may adversely affect our implementations
transactions. The Company has a conservative approach and does and revenues. The Company faces risks associated with the execution
not speculate in foreign currency markets. Forwards are held to of any project. There are risks of project delays , discomfort due to
maturity and regular reporting and monitoring systems are in place system quality and weak customer engagements and thus ability to
including quarterly updates to the Audit Committee. Clear guidelines deliver large projects with quality and within agreed timeliness is to
for concluding derivative transactions have been laid down and be carefully monitored.
arrangements have been institutionalized to facilitate periodic
review and audit of the operation, impact and consequences of such Our customers’ deployment timeframes vary based on many factors
transactions, including verifying compliance with extant laws and including the number and type of applications being deployed, the
regulations. complexity and scale of the customers’ businesses and operations, the
configuration requirements, the number of integrations with other
The hedging strategies that we have implemented, or may in the
systems, and other factors, many of which are beyond our control.
future implement, to mitigate foreign currency exchange rate risks,
The delivery model requires great skills in seamlessly integrating
may not reduce or completely offset our exposure to foreign exchange
delivery, ensuring smooth communications between the customer,
rate fluctuations. This may additionally also expose our business to
onsite teams as well as offsite teams. Any apprehensions of the
unexpected market, operational and counterparty credit risks. We
customer have to be handled very carefully. There is also a risk of order
may incur losses from our use of derivative financial instruments
cancellation, loss of market goodwill, financial liability and losses due
that could have a material adverse effect on our business, results of
to overruns on projects.
operations and financial condition. At the year end, the Company
had US$ 6.95 million of hedges compared to US$ 7.05 million at the From a project governance perspective, this risk can be accurately
beginning of the year. monitored by having a good project plan with well-defined work
Further, the policies of the Reserve Bank of India may change from breakdown structure that will provide visibility into key activities
time to time, also have a bearing on our operations and hence the associated with essential project deliverables. To mitigate this risk,
revenues. Full or increased capital account convertibility, if introduced, we work on the basis of a well thought plan:
could result in increased volatility in the fluctuations of exchange rates • continuous monitoring of Projects
between the rupee and foreign currencies.
o Product Development capacity augmentation to deliver
The following table gives details in respect of the outstanding foreign contractual commitments
exchange forward and option contracts: o Customer Expectation Management/ Connect with customer
officials at relevant levels
as of March 31, o Schedule and Cost containment
2019 2018 o Continuous Improvement in System Quality/ Testing
Automation
Aggregate amount of outstanding $ 6.95 $ 7.05 o Continual Risk Monitoring
forward and options contracts million million
o Regulatory requirements fulfilment
Gain/(loss) on outstanding forward ` 1.83 ` 0.03 o Product quality improvements
and options contracts reflected in crore crore
• Product Development capacity augmentation to deliver
the Hedging Reserve in the Balance
contractual commitments. A new program “Recruitment Program
Sheet
outsource” has been initiated where agencies will be identified

192
for helping the organization in the overall recruitment process. also to be maintained by the Company. Inadequate management of
These agencies will be working with the talent acquisition team the investment mix of the Company could lead to either Shareholder
of Nucleus. Value destruction or a high exposure to the risk of liquidity crunch.
The Company is regularly paying dividends. At the same time, the
• Focus on IPCM (Integrated Product Lifecycle Management)
management is always scouting for investment options which are
We face strong competition across all markets for our products and relevant and meaningful for in-organic growth.
services. The markets that we cater to, is highly competitive both
We may not be able to adequately protect our Intellectual Property
from the perspective of new and existing competitors. We also expect
(IP) rights. Your Company has an IP led business model and globally
that the markets in which we compete will continue to attract new
licenses IP in the form of products for the Banking and Financial
well-funded competitors and new technologies, including technology
Services Industry. We rely on patent, copyright, trade secret and
companies, start-ups and international providers of similar products
trademark laws, trade secret protection, and confidentiality or license
and services to ours. Our competitors range in size from Fortune 500 agreements with our employees, customers, partners, and others
companies with significant research and development resources to to protect our intellectual property rights. Protecting our global
small, specialized single-product businesses. In addition, we also intellectual property rights and combating unlicensed copying and
compete with numerous small indigenous companies in various use of software and other intellectual property is challenging. Any
geographic markets. The Change in customer business model , is also inaction to prevent violation or misuse of intellectual property could
a risk area as many of the areas in which we compete evolve rapidly cause significant damage to our reputation and adversely affect our
with changing and disruptive technologies. Although we believe our revenue and results of operations.
product robustness is our competitive advantage, our competitors
may be more effective in devoting technical, marketing, and We continue to make significant expenditure related to the use of
financial resources to compete with us. In addition there is emerging technology and intellectual property rights as part of our strategy to
competition from new players, specially for Bottom-of the-Pyramid manage this risk. The Company has system and processes in place
customer segment. The competitors offer a full suite of services and to ensure protection to the intellectual property rights. As a policy,
tend to focus on providing end to end solutions. Due to slowing growth the Company develops own IP at its own cost using own resources
and depleting margins, traditional service providers are now focusing and is actively engaged in seeking maximum legal protection for
more on developing their product business which is further increasing the Intellectual Property through a combination of trademarks,
the competitive intensity in the market. confidentiality procedures and contractual provisions.
These competitive pressures may result in decreased sales volumes, Increased exposure with specific customers may impact our
price reductions, and/or increased operating costs, such as for profitability. This may result in an increase in the credit risk and make
marketing and sales incentives, resulting in lower revenue, gross us highly vulnerable for customers negotiating positions at the time
margins, and operating income. We compete based on our ability of contract renewal or work distribution among multiple vendors.
to offer to our customers’ competitive integrated solutions that The group’s profitability and revenues would be affected in case of
provide the most current and desired product and services features. loss of business with these major customers, significant downsizing of
Our ability to remain competitive depends on our success in making projects or moving work-in-house by them. Our top five and top ten
innovative products and services. A broad referral base created customers generated approximately 38 % and 49 %, respectively, of
through years, also helps us derive an edge over competition. The our revenues for FY 19. The loss of any of our large customers could
Company lays constant focus on product differentiation as well as have a material adverse effect on our business and profitability. At
product diversification to mitigate this risk. To provide further flexibility the same time, large customers help us scale up revenues quickly
to the customers the company is providing SaaS offering and flexible and repeat-business contributes to higher margins through lower
pricing options. marketing costs. We being in the product space, enjoy enduring
long-term relationships with large customers. These advantages and
The Company is also continually investing in marketing mandated risks have to be balanced and we believe the solution is to increase
with the below objectives: the number of large customers, as business with existing customers
- Ensure that the Company is known to provide high quality, is the backbone of our platform for providing complete product and
innovative lending and transaction banking solutions to the target services solutions.
markets. We aim to build long term strategic relationships with Customers in
- Establish company as Industry Thought Leader order to maximise the value provided to both parties. Through strong
relationships, we are able to further develop products according to
- Fully equip the sales team with the material and tools required industry needs and requirements. We believe that the solution is to
to sell the product or service they represent. increase the number of large customers, as business with existing
customers is the backbone of the platform for providing complete
Non-utilization of Surplus Funds may affect growth. Over the years,
product and services solutions
internal cash accruals more than adequately covered the working
capital requirements, capital expenditure and dividend payments. The Our inability to maintain and devise effective internal control
Company has been consistently following a conservative investment methods may affect us adversely. Until recently, many organizations
policy maintaining a reasonably high level of cash and cash equivalents were overly focused on a financial reporting controls-based monitoring
which enable the Company to not only eliminate short and medium framework. But the global financial crisis highlighted that many of
term liquidity risks but also scale up operations at a short notice. the most impactful risks stem from external circumstances. Moving
Non- optimal utilization of the surplus funds may pose a risk. For forward, risk management and control systems should take a wider
ensuring continuity of business operations and to have liquidity in perspective since organizations exist as part of an open system of
business, a mix of investments with some low earning assets has dynamic variables. While we may introduce the best of processes

193
to check and prevent error, inherent limitations like that of human to replicate our IPR (Source code) in different seismic zone and
error etc. cannot be ruled out and hence internal control might backup copy on tape. In addition to this we are also having Disaster
not prevent or detect all misstatements or fraud. The Company Recovery setup for few customers in different seismic zone who has
has an Internal Control System commensurate with the size, scale agreement with Nucleus for business continuity and uninterrupted
and complexity of operations. This has been designed to provide support. Though this facility is not in place for all the customers. The
reasonable assurance with regard to recording and providing reliable Company is continuously investing in security of its operations &
financial and operational information, complying with applicable processes and evaluating the risks on periodic basis. We are an ISO
statutes, safeguarding assets from unauthorised use, executing 27001: 2013 (ISMS) certified organization, which reflects our attitude
transactions with proper authorisation and ensuring compliance of to increase adherence to secure practices. On the security front, strict
corporate policies. The management assessed the effectiveness of procedures are in place to control the level of access to Datacenters
the Company’s internal control over financial reporting (as defined in and other sensitive areas. Access to the premises is controlled through
Clause 17 of SEBI Regulations 2015) as of March 31, 2019. Biometric access control systems and proximity cards. The Company
has invested significantly in a state of the art network infrastructure
BSR Associates and LLP, the statutory auditors of the Company has
for managing its operations and for establishing high-speed redundant
audited the financial statements included in this annual report and
links to overseas destinations. Additionally, the Internet filtering tools
has issued an attestation report on our internal control over financial
prevent any type of non-business usage over Internet within office
reporting (as defined in section 143 of Companies Act 2013).
and outside office. We have implemented Data loss prevention on
our prime focus on providing products and services only in the bfs mail gateway and laptops to safe guard the company IPR.
domain to Banks and Financial Institutions exposes us to the risk
Adverse geo-political and market conditions may harm our business.
of Industry concentration. For the foreseeable future, we expect
Our business is influenced by a range of factors that are beyond our
to continue to derive our revenues from products and services we
control. These include:
provide to the financial services industry. Given this concentration,
we are exposed to the global economic conditions in the financial • General economic and business conditions;
services industry. A slowdown in economy translates to reduction • The overall demand for enterprise software;
or a delay in technology spending decisions by banking & financial
services firms, which could have adverse effect on our business and • Customer budgetary constraints or shifts in spending priorities;
financial conditions. The BFSI industry segment is witnessing an and
increased spend on strategic initiatives like automation, digitisation • General political developments
and simplification. Digitisation is now the default strategy for banks. The banking software industry is highly competitive and continues
The digital revolution is redrawing the boundaries of financial services to evolve and innovate at a rapid rate. The rate of potential product
and lowering entry barriers encouraging challengers to emerge. While obsolescence and level of competition amongst the providers is
acknowledging this risk, we continue to focus on this sector and are significant. We respond to these economic conditions through our
confident that our “Value” based solutions will find greater market commitment to product innovation and new product strategies.
success. Our focus now is on improving efficiency by maintaining the
existing operations at a lower cost. Also to be proactive and keep Your Company has customers located in more than 50 countries and
a sense of agility, knowledge sessions and continuous trainings for nearly 70% of the revenue comes from international sales. The global
required skill sets, empowering the work force with latest tools, and nature of business creates operational and economic risks such as
technical designs. deterioration of social, political or economic condition in a country
or region and difficulties in staffing and managing foreign operations.
The present situation emphasizes the need for a strong risk
management strategy to sense and avert systemic failures. Adverse geo-political and economic conditions leading to negative /
low GDP growth may cause lower IT spending and adversely affect our
Security vulnerabilities and business continuity risk pose a threat to
revenue. Customers may curtail and /or postpone their budgets for
successfully running our operations. Our inability to put in place a
investments in technology. Challenging economic conditions also may
Business Continuity Plan (BCP) to ensure the maintenance or recovery
impair the ability of our customers to pay for products and services
of operations, including service delivery to the consumers, when
they have purchased. As a result, provision for doubtful accounts and
confronted with adverse events such as a disruption or failure of our
write-offs of accounts receivable may increase. Our global exposure
systems or operations in the event of a major earthquake, weather
enables us to leverage growth from both Developed and emerging
event, cyber-attack, terrorist attack, or other catastrophic event
economies and focusing on value based solutions which enable our
which could cause delays in completing sales, providing services, or
customers to significantly reduce cost in a difficult environment.
performing other mission-critical functions. A significant portion of
our research and development activities, and certain other critical
Risks Associated with Acquisitions and New Product Lines and
business operations are located in Noida, India (our corporate
Markets. The transactions and arrangements such as acquisitions
headquarters) which is adjacent to the national capital of India, Delhi.
and development and launch of new product categories and product
Here it may be worthwhile to mention that, according to a seismic
lines, involve significant challenges and risks including that they do
zoning map issued by the Bureau of Indian Standards and quoted in
not advance our business strategy, that projected or satisfactory level
the National Disaster Management (NDM) report, Delhi belongs to
of sales, profits and/or return on investment for a new business will
Zone IV, a severe intensity seismic zone. Any catastrophic event that
not be generated, that we have difficulty, delays and/or unanticipated
results in the destruction or disruption of any of our critical business
costs in integrating the business, operations, personnel, and/or
or information technology systems could harm our ability to conduct
systems of an acquired business or that they distract management
normal business operations.
from our other businesses, the Company’s ability to retain and
To counter this risk, we have setup an Online disaster recovery site appropriately motivate key personnel of an acquired business. The

194
success of these transactions and arrangements will depend in part includes a review of policies and processed governing any trading in
on our ability to leverage them to enhance our existing products and the Company’s shares by various stakeholders.
services or develop compelling new ones. It may take longer than We have partnerships with third parties for product delivery; failure
expected to realize the full benefits from these transactions and on their part to deliver, could affect our performance. In some cases,
arrangements, such as increased revenue, enhanced efficiencies, or we partner with third party vendors, for both software and hardware,
increased market share, or the benefits may ultimately be smaller who provide embedded or aligned products to support the services
than we expected. and product offerings provided by us. In such instances, our ability to
deliver complete solution to our customers depends on our and our
There is always an inherent risk of Insider Trading that may happen
partners’ ability to meet the quality standards of our customers’. If we
in the shares of your public Limited Company. With your Company
or our partners fail to deliver appropriately, our ability to complete
shares listed on National Stock Exchange of India Ltd. and Bombay
the contract may be adversely affected, which may have a material
Stock Exchange Ltd., there is always an inherent risk of Insider Trading and adverse impact on our revenue and profitability. Also, if we fail
that may happen in the shares of the Company. Trading in Nucleus to develop new relationships and enhance existing relationships
shares by the designated employees of the Company on the basis of with channel partners, software suppliers, system integrators, and
price sensitive information or communication counseling or procuring independent software vendors (ISVs) that contribute to the success
any unpublished price sensitive information to or from any person may of our products and services, our business, financial position, profit,
be termed as insider trading. Insider trading is a matter of concern for and cash flows may be adversely impacted. To counter this risk the
the Management of the Company and to mitigate this risk, “ Code for Company has a dedicated Alliance Management Team to enhance
Prevention of Insider Trading” is implemented in the Company, and is the partnership with reputed firms and ensure proper contractual
reviewed by the Audit Committee time and again to ensure compliance formalities before aligning with any such partner to reduce or limit
and updation with the regulatory amendments. Secretarial audit the risk of their non/low performance.

195
inDepenDent auDitoRs’ RepoRt
To the Members of Nucleus Software Exports Limited

Report on the audit of consolidated financial statements
opinion
We have audited the consolidated financial statements of Nucleus Software Exports Limited (hereinafter referred to as the ‘Holding Company”)
and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”), which comprise the consolidated balance sheet
as at 31 March 2019, and the consolidated statement of profit and loss (including other comprehensive income) , consolidated statement
of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements,
including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial
statements”).
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of
other auditors on separate financial statements of such subsidiaries as were audited by the other auditors, the aforesaid consolidated financial
statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2019, of
its consolidated profit and other comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended.
basis for opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities
under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our
report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India, and
we have fulfilled our other ethical responsibilities in accordance with the provisions of the Act. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial
statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Description of Key Audit Matter
See note 1.2.i (e) to the consolidated financial statements
Revenue from fixed price contracts for In view of the significance of the matter we applied the following audit procedures in this area,
sale of license and related customization among others to obtain sufficient appropriate audit evidence:
and implementation is recognized in
– Obtaining an understanding of key internal controls over recording of activities completed
accordance with the percentage completion
and of general IT controls for the project management tool. We documented the controls
method calculated based on output
and made assessment of the effectiveness of their design. We also performed walk through
method. For the year ended 31 March
tests to assess whether the controls were operating as designed.
2019, revenue amounting to ` 48,403
lacs has been recognized respectively – Involving independent IT specialists to assess whether the project management tool
from the sale of software products and captured activities completed in the correct period and whether the related percentage
rendering of services to the customers. completion were derived from a system that is operating effectively.
The revenue on fixed price contract is
– Selecting a sample of contracts, using a mix of quantitative and qualitative criteria, and
recognized based on the percentage of
performing the following procedures for each contract selected:
work completed which is estimated by the
group basis the completion of milestones o inspecting key terms, including transaction price, deliverables, performance
and activities as agreed with the customers. obligations, timetable and milestones, set out in the contract;
Due to large variety and complexity of
activities performed, significant judgments o inquiring of the relevant project managers about key aspects and the progress of the
are required to estimate percentage of contracts, including the estimated total contract costs, key project risks, amendments,
completion. Therefore, the audit risk is contingencies and billing schedules;
that if there is an error in estimation of o checking project management tool for budgeted efforts and related percentage
percentage of completion, this will have completion milestones and establishing accuracy of milestones based on actualization
an impact on the accuracy of revenue of efforts for delivered projects and past data;
recognized for the year ended 31 March
2019.

196
See note 1.2.i (e) to the consolidated financial statements
o checking the details of the activities completed with those stated in the customer
contract, details of activities completed as provided by the project manager including
agreeing the respective activities performed according to project management tool
with customer report/confirmation which forms the basis of percentage of completion;
o testing the sample to underlying invoices to customer and cash receipts from
customers; and
o Performing ageing analysis and analytical procedures, based on revenue trends, to
assess the movements in the accrual.
Information Other than the Consolidated Financial Statements and In preparing the consolidated financial statements, the respective
auditors’ Report thereon management and Board of Directors of the companies included in the
Group are responsible for assessing the ability of each company to
The Holding Company’s management and Board of Directors are
continue as a going concern, disclosing, as applicable, matters related
responsible for the other information. The other information
to going concern and using the going concern basis of accounting
comprises the information included in the holding Company’s annual
unless management either intends to liquidate the Company or to
report, but does not include the financial statements and our auditors’
cease operations, or has no realistic alternative but to do so.
report thereon.
The respective Board of Directors of the companies included in the
Our opinion on the consolidated financial statements does not cover
Group is responsible for overseeing the financial reporting process
the other information and we do not express any form of assurance
of each company.
conclusion thereon.
Auditor’s Responsibilities for the Audit of the Consolidated Financial
In connection with our audit of the consolidated financial statements,
statements
our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with Our objectives are to obtain reasonable assurance about whether the
the consolidated financial statements or our knowledge obtained in consolidated financial statements as a whole are free from material
the audit or otherwise appears to be materially misstated. If, based misstatement, whether due to fraud or error, and to issue an auditor’s
on the work we have performed and based on the work done/ report that includes our opinion. Reasonable assurance is a high
audit report of other auditors, we conclude that there is a material level of assurance, but is not a guarantee that an audit conducted
misstatement of this other information, we are required to report in accordance with SAs will always detect a material misstatement
that fact. We have nothing to report in this regard. when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
Responsibilities of Management and Those Charged with Governance
reasonably be expected to influence the economic decisions of users
for the consolidated financial statements
taken on the basis of these consolidated financial statements.
The Holding Company’s management and Board of Directors are
As part of an audit in accordance with SAs, we exercise professional
responsible for the preparation and presentation of these consolidated
judgment and maintain professional skepticism throughout the audit.
financial statements in term of the requirements of the Act that give
We also:
a true and fair view of the consolidated state of affairs, consolidated
profit/ loss and other comprehensive income, consolidated statement • Identify and assess the risks of material misstatement of the
of changes in equity and consolidated cash flows of the Group in consolidated financial statements, whether due to fraud or error,
accordance with the accounting principles generally accepted in design and perform audit procedures responsive to those risks,
India, including the Indian Accounting Standards (Ind AS) specified and obtain audit evidence that is sufficient and appropriate to
under section 133 of the Act. The respective Board of Directors of the provide a basis for our opinion. The risk of not detecting a material
companies included in the Group are responsible for maintenance of misstatement resulting from fraud is higher than for one resulting
adequate accounting records in accordance with the provisions of the from error, as fraud may involve collusion, forgery, intentional
Act for safeguarding the assets of each company and for preventing omissions, misrepresentations, or the override of internal control.
and detecting frauds and other irregularities; the selection and
• Obtain an understanding of internal control relevant to the
application of appropriate accounting policies; making judgments
audit in order to design audit procedures that are appropriate
and estimates that are reasonable and prudent; and the design,
in the circumstances. Under section 143(3)(i) of the Act, we
implementation and maintenance of adequate internal financial
are also responsible for expressing our opinion on whether the
controls, that were operating effectively for ensuring accuracy and
company has adequate internal financial controls with reference
completeness of the accounting records, relevant to the preparation
to financial statements in place and the operating effectiveness
and presentation of the consolidated financial statements that give a
of such controls.
true and fair view and are free from material misstatement, whether
due to fraud or error, which have been used for the purpose of • Evaluate the appropriateness of accounting policies used and the
preparation of the consolidated financial statements by the Directors reasonableness of accounting estimates and related disclosures
of the Holding Company, as aforesaid. made by management.

197
• Conclude on the appropriateness of management’s use of the Other Matters

going concern basis of accounting in preparation of consolidated
(a) We did not audit the financial statements / financial information
financial statements and, based on the audit evidence obtained,
of three subsidiaries, whose financial statements/financial
whether a material uncertainty exists related to events or
information reflect total assets of ` 3,749 lakhs as at 31 March
conditions that may cast significant doubt on the appropriateness
2019, total revenues of `.8,508 and net cash flows amounting
of this assumption. If we conclude that a material uncertainty
to ` 742 lakhs for the year ended on that date, as considered
exists, we are required to draw attention in our auditor’s report
in the consolidated financial statements. These subsidiaries
to the related disclosures in the consolidated financial statements
are located outside India whose financial statements and other
or, if such disclosures are inadequate, to modify our opinion.
financial information have been prepared in accordance with
Our conclusions are based on the audit evidence obtained up
accounting principles generally accepted in their respective
to the date of our auditor’s report. However, future events or
countries and which have been audited by other auditors
conditions may cause the Group (company and subsidiaries) to
under generally accepted auditing standards applicable in their
cease to continue as a going concern.
respective countries. The Company’s management has converted
• Evaluate the overall presentation, structure and content of the the financial statements of such subsidiaries located outside India
consolidated financial statements, including the disclosures, and from accounting principles generally accepted in their respective
whether the consolidated financial statements represent the countries to accounting principles generally accepted in India.
underlying transactions and events in a manner that achieves We have audited these conversion adjustments made by the
fair presentation. Company’s management. Our opinion in so far as it relates to
the balances and affairs of such subsidiaries located outside
• Obtain sufficient appropriate audit evidence regarding the
India is based on the report of other auditors and the conversion
financial information of such entities or business activities within
adjustments prepared by the management of the Company and
the Group to express an opinion on the consolidated financial
audited by us.
statements, of which we are the independent auditors. We are
responsible for the direction, supervision and performance of Our opinion on the consolidated financial statements, and our report
the audit of financial information of such entities. For the other on Other Legal and Regulatory Requirements below, is not modified
entities included in the consolidated financial statements, which in respect of the above matter with respect to our reliance on the
have been audited by other auditors, such other auditors remain work done and the reports of the other auditors and the financial
responsible for the direction, supervision and performance of statements/financial information certified by the Management.
the audits carried out by them. We remain solely responsible for
Report on Other Legal and Regulatory Requirements
our audit opinion. Our responsibilities in this regard are further
described in para (a) of the section titled ‘Other Matters’ in this A. As required by Section 143(3) of the Act, based on our audit and
audit report. on the consideration of reports of the other auditors on separate
financial statements of such subsidiaries as were audited by other
We believe that the audit evidence obtained by us along with the
auditors, as noted in the ‘Other Matters’ paragraph, we report,
consideration of audit reports of the other auditors referred to in
to the extent applicable, that:
sub-paragraph (a) of the Other Matters paragraph below, is sufficient
and appropriate to provide a basis for our audit opinion on the a) We have sought and obtained all the information and
consolidated financial statements. explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit of the aforesaid
We communicate with those charged with governance of the Holding
consolidated financial statements.
Company and such other entities included in the consolidated financial
statements of which we are the independent auditors regarding, b) In our opinion, proper books of account as required by law
among other matters, the planned scope and timing of the audit relating to preparation of the aforesaid consolidated financial
and significant audit findings, including any significant deficiencies in statements have been kept so far as it appears from our
internal control that we identify during our audit. examination of those books and the reports of the other
auditors.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding c) The consolidated balance sheet, the consolidated statement
independence, and to communicate with them all relationships of profit and loss (including other comprehensive income),
and other matters that may reasonably be thought to bear on our the consolidated statement of changes in equity and
independence, and where applicable, related safeguards. the consolidated statement of cash flows dealt with by
this Report are in agreement with the relevant books of
From the matters communicated with those charged with governance,
account maintained for the purpose of preparation of the
we determine those matters that were of most significance in the
consolidated financial statements.
audit of the consolidated financial statements of the current period
and are therefore the key audit matters. We describe these matters d) In our opinion, the aforesaid consolidated financial
in our auditors’ report unless law or regulation precludes public statements comply with the Ind AS specified under section
disclosure about the matter or when, in extremely rare circumstances, 133 of the Act.
we determine that a matter should not be communicated in our
e) On the basis of the written representations received from
report because the adverse consequences of doing so would
the directors of the Holding Company as on 31 March 2019
reasonably be expected to outweigh the public interest benefits of
taken on record by the Board of Directors of the Holding
such communication.
Company and the reports of the statutory auditors of its

198
subsidiary companies incorporated in India, none of the iii. There has been no delay in transferring amounts to the
directors of the Group companies incorporated in India is Investor Education and Protection Fund by the Holding
disqualified as on 31 March 2019 from being appointed as Company or its subsidiary companies incorporated in India
a director in terms of Section 164(2) of the Act. during the year ended 31 March 2019.
f) With respect to the adequacy of the internal financial
iv. The disclosures in the consolidated financial statements
controls with reference to financial statements of the
Holding Company, its subsidiary companies incorporated in regarding holdings as well as dealings in specified bank notes
India and the operating effectiveness of such controls, refer during the period from 8 November 2016 to 30 December
to our separate Report in “Annexure A”. 2016 have not been made in the financial statements since
they do not pertain to the financial year ended 31 March
B. With respect to the other matters to be included in the Auditor’s
Report in accordance with Rule 11 of the Companies (Audit and 2019.
Auditor’s) Rules, 2014, in our opinion and to the best of our C. With respect to the matter to be included in the Auditor’s report
information and according to the explanations given to us and
under section 197(16):
based on the consideration of the reports of the other auditors
on separate financial statements of the subsidiaries as noted in In our opinion and according to the information and explanations
the ‘Other Matters’ paragraph: given to us, the remuneration paid during the current year by the
i. The consolidated financial statements disclose the impact of Holding Company and its subsidiary companies to its directors is
pending litigations as at 31 March 2019 on the consolidated in accordance with the provisions of Section 197 of the Act. The
financial position of the Group- Refer Note 2.33 to the remuneration paid to any director by the Holding Company and
consolidated financial statements. its subsidiary companies is not in excess of the limit laid down
ii. The Group did not have any material foreseeable losses on under Section 197 of the Act. The Ministry of Corporate Affairs
long-term contracts including derivative contracts during has not prescribed other details under Section 197(16) which are
the year ended 31 March 2019. required to be commented upon by us.

ICAI Firm Registration Number: 116231W/W-100024
Sd/-
Manish gupta
Place: Noida Partner
Date: 23 April 2019 Membership No: 095037

199
annexuRe a to the inDepenDent auDitoRs’ RepoRt
on the consoliDateD financial stateMents of
nucleus softwaRe expoRts liMiteD foR the yeaR enDeD 31 MaRch 2019.
Report on the internal financial controls with reference to the afore- maintained and if such controls operated effectively in all material
said consolidated financial statements under Clause (i) of Sub-section respects.
3 of Section 143 of the Companies Act, 2013
Our audit involves performing procedures to obtain audit evidence
(Referred to in paragraph (A) (f) under ‘Report on Other Legal and about the adequacy of the internal financial controls with reference
Regulatory Requirements’ section of our report of even date) to consolidated financial statements and their operating effectiveness.
opinion Our audit of internal financial controls with reference to consolidated
financial statements included obtaining an understanding of internal
In conjunction with our audit of the consolidated financial statements financial controls with reference to consolidated financial statements,
of the Company as of and for the year ended 31 March 2019, we have assessing the risk that a material weakness exists, and testing and
audited the internal financial controls with reference to consolidated evaluating the design and operating effectiveness of the internal
financial statements of Nucleus Software Exports Limited (hereinafter controls based on the assessed risk. The procedures selected depend
referred to as “the Holding Company”) and such companies incorpo- on the auditor’s judgement, including the assessment of the risks
rated in India under the Companies Act, 2013 which are its subsidiary of material misstatement of the consolidated financial statements,
companies, as of that date. whether due to fraud or error.
In our opinion, the Holding Company and such companies incorpo- We believe that the audit evidence we have obtained, is sufficient and
rated in India which are its subsidiary companies, have, in all material appropriate to provide a basis for our audit opinion on the internal
respects, adequate internal financial controls with reference to con- financial controls with reference to consolidated financial statements.
solidated financial statements and such internal financial controls were
operating effectively as at 31 March 2019, on the internal financial Meaning of Internal Financial controls with Reference to Consoli-
controls with reference to consolidated financial statements criteria dated financial statements
established by such companies considering the essential components
A company’s internal financial controls with reference to consolidated
of such internal controls stated in the Guidance Note on Audit of
financial statements is a process designed to provide reasonable as-
Internal Financial Controls Over Financial Reporting issued by the
surance regarding the reliability of financial reporting and the prepa-
Institute of Chartered Accountants of India (the “Guidance Note”).
ration of financial statements for external purposes in accordance
Management’s Responsibility for Internal Financial Controls with generally accepted accounting principles. A company’s internal
financial controls with reference to consolidated financial statements
The respective Company’s management and the Board of Directors
includes those policies and procedures that (1) pertain to the main-
are responsible for establishing and maintaining internal financial
tenance of records that, in reasonable detail, accurately and fairly
controls with reference to consolidated financial statements based
reflect the transactions and dispositions of the assets of the company;
on the criteria established by the respective Company considering the
(2) provide reasonable assurance that transactions are recorded as
essential components of internal control stated in the Guidance Note.
These responsibilities include the design, implementation and main- necessary to permit preparation of financial statements in accordance
tenance of adequate internal financial controls that were operating with generally accepted accounting principles, and that receipts and
effectively for ensuring the orderly and efficient conduct of its busi- expenditures of the company are being made only in accordance with
ness, including adherence to the respective company’s policies, the authorisations of management and directors of the company; and (3)
safeguarding of its assets, the prevention and detection of frauds and provide reasonable assurance regarding prevention or timely detec-
errors, the accuracy and completeness of the accounting records, and tion of unauthorised acquisition, use, or disposition of the company’s
the timely preparation of reliable financial information, as required assets that could have a material effect on the financial statements.
under the Companies Act, 2013 (hereinafter referred to as “the Act”). Inherent Limitations of Internal Financial controls with Reference to
Auditors’ Responsibility consolidated financial statements
Our responsibility is to express an opinion on the internal financial Because of the inherent limitations of internal financial controls with
controls with reference to consolidated financial statements based on reference to consolidated financial statements, including the possibil-
our audit. We conducted our audit in accordance with the Guidance ity of collusion or improper management override of controls, material
Note and the Standards on Auditing, prescribed under section 143(10) misstatements due to error or fraud may occur and not be detected.
of the Act, to the extent applicable to an audit of internal financial Also, projections of any evaluation of the internal financial controls
controls with reference to consolidated financial statements. Those with reference to consolidated financial statements to future periods
Standards and the Guidance Note require that we comply with ethical are subject to the risk that the internal financial controls with refer-
requirements and plan and perform the audit to obtain reasonable ence to consolidated financial statements may become inadequate
assurance about whether adequate internal financial controls with because of changes in conditions, or that the degree of compliance
reference to consolidated financial statements were established and with the policies or procedures may deteriorate.

Firm Registration No.: 116231W/W-100024
Sd/-
Manish gupta
Place: Noida Partner
Date: 23 April 2019 Membership No: 095037

200
consoliDateD balance sheet as at 31 MaRch, 2019

Particulars note as at as at
31 March, 2019 31 March, 2018
assets
Non-current assets
Property, plant and equipment 2.1 4,472 4,389
Intangible assets under development 2 -
Goodwill on consolidation 67 317
Other Intangible assets 2.1 180 128
Financial assets
Investments 2.2 24,837 24,131
Trade receivables 2.3 - 272
Loans 2.4 7 9
Other financial assets 2.5 390 1,145
Deferred tax asset 2.6 786 1,199
Income tax asset (net) 2.7 1,674 1,349
Other non-current assets 2.8 190 70
32,605 33,009
current assets
Financial assets
Investments 2.9 17,606 14,542
Trade receivables 2.10 7,113 7,906
Cash and cash equivalents 2.11 4,452 4,228
Other bank balances 2.12 3,842 2,727
Loans 2.13 28 29
Other financial assets 2.14 227 29
Other current assets 2.15 2,664 2,258
35,932 31,719
total assets 68,537 64,728
EQUITY & LIABILITIES
eQuity
Equity Share capital 2.16 2,904 2,904
Other equity 2.17 47,951 43,226
Total equity attributable to equity holders of the company 50,855 46,130
Non- controlling interest - -
Total Equity 50,855 46,130
liabilities
Non-current liabilities
Other financial liabilities 2.18 39 91
Deferred tax liabilities 2.19 8 189
823 904
Current liabilities
Trade payables 2.21
(i) Total outstanding dues of micro enterprises and small enterprises - -
(ii) Total outstanding dues of creditors other than micro enterprises and small 1,226 5,406
enterprises
Other financial liabilities 2.22 4,410 26
Curent tax liabilities (net) 2.24 181 187
Other current liabilities 2.25 10,827 11,889
16,859 17,694
total eQuity anD liabilities 68,537 64,728

Sd/- Sd/- Sd/- Sd/-
Manish gupta siDDhaRtha MahaViR Vishnu R DusaD RaVi pRatap singh
Partner achaRya Managing Director CEO & Whole-time
Sd/- Sd/-
ashish nanDa poonaM bhasin
Company Secretary
noida noida
23 april 2019 23 april 2019

201
consoliDateD stateMent of pRofit anD loss foR the yeaR enDeD 31 MaRch, 2019

notes for the year ended 31 March 2018
Ref. 31 March 2019
1. ReVenue fRoM opeRations
Income from software product and services 2.26 48,403 41,181
2. otheR incoMe 2.27 2,748 2,872
3. TOTAL INCOME (1+2) 51,151 44,053
4. expenses
a. Employee benefits expense 2.28 31,353 27,697
b. Operating and other expenses 2.29 9,125 7,615
c. Finance cost 2.30 51 51
d. Depreciation, amortisation and impairment expense 2.1 993 704
total expenses 41,522 36,067
5. PROFIT BEFORE TAX (3-4) 9,629 7,986
6. tax expense
a. Current tax expense 2,328 1,511
b. Deferred tax (credit) /charge 2.6 (153) 220
net tax expense 2,175 1,731
7. PROFIT FOR THE YEAR (5-6) 7,454 6,255
8. otheR coMpRehensiVe incoMe
(A) (i) Items that will not be reclassified to profit or loss
a) Remeasurements of the defined benefit plans,net (127) 48
b) Equity Instruments through Other Comprehensive Income, net 6 (196)
(ii) Tax relating to Items that will not be reclassified to profit or loss (5) 5
(B) (i) Items that will be reclassified subsequently to profit or loss
a) Exchange difference on translation of foreign operations 36 147
b) Effective portion of gains and loss on hedging instruments in a cash 178 (153)
flow hedge, net
(ii) Tax relating to Items that will be reclassified subsequently to profit (62) (1)
or loss
total otheR coMpRehensiVe incoMe 26 (150)
9. TOTAL COMPREHENSIVE INCOME (7+8) 7,480 6,105
Profit attributable to
7,454 6,255
10 Total comprehensive income attributable to
7,480 6,105
11. eaRnings peR eQuity shaRe 2.35
Equity shares of Rupees 10 each
a. Basic (`) 25.67 20.47
b. Diluted (`) 25.67 20.47
Number of shares used in computing earnings per share
a. Basic 2,90,40,724 3,05,61,102
b. Diluted 2,90,40,724 3,05,61,102

Sd/- Sd/- Sd/- Sd/-
Sd/- Sd/-
Company Secretary
noida noida
23 april 2019 23 april 2019

202
consoliDateD cash flow stateMent foR the yeaR enDeD 31 MaRch, 2019
for the year ended for the year ended

31 March, 2019 31 March, 2018
Net profit before tax 9,629 7,986
Adjustment for:
Exchange gain / loss on translation of foreign currency accounts (net) 190 68
Dividend received from current, non trade investments (730) (832)
Dividend received from non-current, non trade investment (57) (125)
Interest on fixed deposits and others (1,687) (1,701)
MTM gain / (loss) on mutual funds (358) (39)
Net gain on sale of investments (9) -
Profit on sale of fixed assets (net) (34) 3
Provision for doubtful debts / advances 40 37
Discounting of staff loan and secruity deposit (21) -
Provision for impairment of Investment 601 -
Operating profit before working capital changes 8,557 6,101
Adjustment for (increase) / decrease in operating assets
Trade receivables 974 (1,339)
Loans and other assests (888) (771)
Adjustment for increase / (decrease) in operating liabilities
Trade payables (4,168) 1,854
Provisions and other liabilities 3,475 3,627
7,950 9,472
Net Income taxes paid (2,341) (1,779)
Net cash from operating activities (A) 5,609 7,693
B. Cash flow from investing activities
Acquisition of property, plant and equipment, intangible assets including intangible assets (875) (726)
under development
Proceeds from sale of property, plant and equipment 37 -
Cash outflow on acquisition of subsidiary
Goodwill on consolidation (158) -
Net payments to acquire mutual funds, tax free bonds and preference shares (31,995) (38,212)
Proceeds on sale of mutual funds, tax free bonds,debentures and preference shares 29,188 44,757
Net gain on sale of investments 9 -
Bank balance not considered as cash and cash equivalents - placed (2,805) (2,481)
Bank balance not considered as cash and cash equivalents - matured & Reclassified to bank 2,602 1,287
balance
Interest on fixed deposits and others received 1,161 1,468
Net cash (used in) / from investing activities (B) (2,836) 6,092
C. Cash flow from financing activities
Buyback of equity shares - (11,701)
Dividend paid (including corporate dividend tax) (2,598) (1,770)
Net cash (used in) in financing activities (C) (2,598) (13,471)
Net increase in cash and cash equivalents (A+B+C) 175 314
Opening cash and cash equivalents 4,228 3,955
Exchange difference on translation of foreign currency bank accounts 49 (41)
Closing cash and cash equivalents 4,452 4,228
Supplementary information
Restricted cash 47 46
Notes:
(i) Figures in brackets indicate cash outflow.

Sd/- Sd/- Sd/- Sd/-
Sd/- Sd/-
Company Secretary
noida noida
23 april 2019 23 april 2019

A. Equity Share Capital
balance as of 1 april 2018 Changes in equity share capital during the year balance as on 31 March 2019
2,904 - 2,904
balance as of 1 april 2017 Changes in equity share capital during the year balance as on 31 March 2019
3,239 335* 2,904
*( Change in equity share capital rounded off to ` 335 lacs hence this is not equivalent to addition to capital redumption reserve of ` 334 lacs)
B. Other Equity
Reserves and surplus items of oci total
capital Securities capital general reserve Retained hedging foreign Equity Re-
reserve premium Redemption earnings reserve currency instrument measurements
reserve translation through other of the defined
reserve comprehensive benefit plans
income
stateMent of changes in eQuity
balance as of 1 april 2018 89 - 334 661 41,306 2 5 839 (10) 43,226
Profit for the year - - - - 7,454 - - - - 7,454
Corporate dividend tax - - - - (275) - - - - (275)
Effective gain on hedging instruments - - - - - 117 - - - 117
Exchange difference on translation of foreign - - - - - - 36 - - 36

operations
Equity Instruments through Other Comprehensive - - - - - - - 6 - 6

Income (net of tax)
Remeasurements of the defined benefit plans - - - - - - - - (132) (132)
Goodwill on subsequent purchase of remaining - - - - (158) - - - - (158)

shares in subsidiary
Attributable to owners of the company 89 - 334 661 46,004 119 41 845 (142) 47,951
balance as of 31 March 2019 89 - 334 661 46,004 119 41 845 (142) 47,951
203

Reserves and surplus items of oci total
204
capital reserve Securities capital general reserve Retained hedging foreign Equity Re-
premium Redemption earnings reserve currency instrument measurements
reserve translation through other of the defined
reserve comprehensive benefit plans
income
balance as of 1 april 2017 89 219 - 8,888 40,075 156 (142) 1,035 (63) 50,257
Profit for the year - - - 6,255 - - - - 6,255
Dividend on equity shares - - - - (1,619) - - - - (1,619)
Corporate dividend tax - - - - (151) - - - - (151)
Effective gain on hedging instruments - - - - - (154) - - - (154)
Exchange difference on translation of foreign - - - - - - 147 - - 147
operations
Equity Instruments through Other Comprehensive - - - - - - - (196) - (196)
Income (net of tax)
Remeasurements of the defined benefit plans - - - - - - - - 53 53
Addition for buy-back of equity shares (see note - - 334 - - - - - - 334
2.17)
stateMent of changes in eQuity
Ùtilised for buy back of equity shares (see note - (219) - (8,227) (3,254) - - - - (11,700)
2.17)

Attributable to owners of the company 89 - 334 661 41,306 2 5 839 (10) 43,226
balance as of 31 March 2018 89 - 334 661 41,306 2 5 839 (10) 43,226
See accompanying notes forming part of the 1&2

financial statements

Sd/- Sd/- Sd/- Sd/-
Manish gupta siDDhaRtha MahaViR achaRya Vishnu R DusaD RaVi pRatap singh
Partner Chairman Managing Director CEO & Whole-time Director
Membership number : 095037
Sd/- Sd/-
Company Secretary
noida noida
23 april 2019 23 april 2019
205
Notes forming part of the consolidated financial statements
Note 1: Liabilities
1.1 Reporting Entity A liability is classified as current when it satisfies any of
Nucleus Software Exports Limited (‘Nucleus’ or ‘the the following criteria:
Company’ or “the Holding Company”) was incorporated on • It is expected to be settled in the Group normal
9 January 1989 in India as a private limited company. It was operating cycle;
subsequently converted into a public limited company on
10 October, 1994. The Company made an initial public offer in • It is held primarily for the purpose of being traded;
August 1995. As at 31 March, 2019, the Company is listed on • It is due to be settled within 12 months after the
two stock exchanges in India namely National Stock Exchange reporting date; or
and Bombay Stock Exchange.
• The Group does not have an unconditional right
The Company has wholly owned subsidiaries in India, to defer settlement of the liability for at least 12
Singapore, USA, Japan, Netherlands, Australia, and Africa. months after the reporting date.
(the Company and its subsidiaries constitute “the Group”).
Terms of a liability that could, at the option of the
The Group’s business consists of software product
counterparty, result in its settlement by the issue of
development and marketing and providing support services
equity instruments do not affect its classification.
mainly for corporate business entities in the banking and
financial services sector. Current liabilities include current portion of the non-
current financial liabilities.
1.2. Significant accounting policies
i. Basis of preparation of financial statements All other liabilities are classified as non-current.
a) Statement of compliance Deferred tax assets and liabilities (if any) are classified
as non-current assets and liabilities.
These consolidated financial statements have been
prepared in accordance with Indian Accounting Operating cycle
Standards (Ind AS) as prescribed under section 133 of
Operating cycle is the time between the acquisition of
the Companies Act, 2013 read with Companies (Indian
assets for processing and their realisation in cash or cash
Accounting Standards) Rules as amended from time to
equivalents. The Group has ascertained its operating
time.
cycle, being a period within 12 months for the purpose
The consolidated financial statements were approved of classification of assets and liabilities as current and
for issue by the Board of Directors on 23 April, 2019. non-current.
b) Functional and Presentation currency d) Basis of measurement
The financial statements are presented in Indian Rupees
The Consolidated financial statements have been
(INR), which is also the Group`s functional currency. All
prepared on the historical basis except for the following
amounts have been rounded-off to the nearest lacs
items:
unless otherwise indicated. Further, at some places
`-‘ are also put up to values below INR 50,000 to make items Measurement basis
financials in round off to Rupees in Lacs. Certain financial assets Fair Value
c) Current and non-current classification and liabilities (including
All assets and liabilities are classified into current and derivative instruments)
non-current. Net defined Fair value of plan assets
benefit(asset)/liability less present value of
assets defined benefit obligations
An asset is classified as current when it satisfies any of
e) Use of estimates and judgements
the following criteria:
• It is expected to be realized in, or is intended In preparing these consolidated financial statements,
for sale or consumption in, the Group normal management has made judgements, estimates and
operating cycle; assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities,
• It is held primarily for the purpose of being traded; income and expenses. Actual result may differ from
• It is expected to be realized within 12 months after these estimates.
the reporting date; or Estimates and underlying assumptions are reviewed on
• It is cash or cash equivalent unless it is restricted an ongoing basis. Revisions to accounting estimates are
from being exchanged or used to settle a liability recognised prospectively.
for at least 12 months after the reporting date.
Judgments
Current assets include current portion of the non-
Information about judgments made in applying
current financial assets.
accounting policies that have the most significant effect
All other assets are classified as non-current.

206
on the amounts recognised in the financial statements liability, either directly (i.e. as prices) or indirectly
is included in the following notes: (i.e. derived from prices).
• Leases: whether an arrangement contains a lease • Level 3: inputs for the asset or liability that are not
– Note 1.2 (xv) based on observable market data (unobservable
inputs).
• Lease classification – Note 2.32
• Estimates of expected contract costs to be incurred When measuring the fair value of an asset or a liability,
to complete contracts- Note 2.15 the Group uses observable market data as far as
possible. If the inputs used to measure the fair value
• Consolidation: whether the Group has de facto of an asset or a liability fall into different levels of the
control over an investee.- Note 1.2 (ii) fair value hierarchy, then the fair value measurement
Assumptions and estimation uncertainties is categorised in its entirety in the same level of the
fair value hierarchy as the lowest level input that is
Information about assumptions and estimation significant to the entire measurement.
uncertainties that have a significant risk of resulting in a
material adjustment in the subsequent period financial The Group recognises transfers between levels of the
statements is included in the following notes: fair value hierarchy at the end of the reporting period
during which the change has occurred.
• Estimation of deferred tax asset and liabilities –
Note 2.6 and Note 2.19 ii. Basis of Consolidation
• Estimated useful life of property, plant and a) Business combinations
equipment and Intangible assets– Note 1.2 (v)
and.(vi) As per Ind AS 101, at the date of transition, the Group
has elected not to restate business combination that
• Estimation of defined benefit obligations-– Note occurred before the date of transition.
2.40
The acquisition method of accounting is used to account
• Impairment of trade receivables- Note 2.3 and
Note 2.10 for all business combinations, regardless of whether
equity instruments or other assets are acquired. The
• Impairment of Goodwill – Note 2.44 consideration transferred for the acquisition of a
• Impairment loss on preference shares carried at subsidiary comprises the
amortised cost-Note 2.2 • fair values of the assets transferred;
f) Measurement of fair values • liabilities incurred to the former owners of the
The Group`s accounting policies and disclosures require acquired business;
the measurement of fair values, for both financial and • equity interests issued by the group; and
non-financial assets and liabilities.
• fair value of any asset or liability resulting from a
The Group has an established control framework contingent consideration arrangement.
with respect to the measurement of fair values. This
includes a treasury team that has overall responsibility Identifiable assets acquired and liabilities and
for overseeing all significant fair value measurements, contingent liabilities assumed in a business combination
including Level 3 fair values, and reports directly to the are, with limited exceptions, measured initially at their
chief financial officer. fair values at the acquisition date. The group recognizes
any non-controlling interest in the acquired entity on an
The treasury team regularly reviews significant acquisition-by-acquisition basis either at fair value or
unobservable inputs and valuation adjustments. If at the non-controlling interest’s proportionate share of
third party information, such as broker quotes or the acquired entity’s net identifiable assets.
pricing services, is used to measure fair values, then
the valuation team assesses the evidence obtained Acquisition-related costs are expensed as incurred.
from the third parties to support the conclusion that
The excess of the
these valuations meet the requirements of Ind AS,
including the level in the fair value hierarchy in which • consideration transferred;
the valuations should be classified.
• amount of any non-controlling interest in the
Fair values are categorised into different levels in a acquired entity, and
fair value hierarchy based on the inputs used in the
• acquisition-date fair value of any previous equity
valuation techniques as follows.
interest in the acquired entity
• Level 1: quoted prices (unadjusted) in active
over the fair value of the net identifiable assets acquired
markets for identical assets or liabilities.
is recorded as goodwill and tested for impairment
• Level 2: inputs other than quoted prices included annually. If those amounts are less than the fair value of
in Level 1 that are observable for the asset or the net identifiable assets of the business acquired, the

207
difference is recognised in other comprehensive income iii. Revenue Recognition

and accumulated in equity as capital reserve provided
The Group earns revenue primarily from software product
there is clear evidence of the underlying reasons for
development and providing support services mainly for
classifying the business combination as a bargain
corporate business entities in the banking and financial
purchase. In other cases, the bargain purchase gain is
services sector.
recognised directly in equity as capital reserve.
Effective 1 April, 2018, the Group has applied Ind AS
Where settlement of any part of cash consideration
115 which establishes a comprehensive framework for
is deferred, the amounts payable in the future are determining whether, how much and when revenue is to be
discounted to their present value as at the date recognised. Ind AS 115 replaces Ind AS 18 Revenue and Ind
of exchange. The discount rate used is the entity’s AS 11 Construction Contracts. The Group has adopted Ind AS
incremental borrowing rate, being the rate at which 115 using the cumulative effect method. The effect of initially
a similar borrowing could be obtained from an applying this standard is recognised at the date of initial
independent financier under comparable terms and application (i.e. 1 April 2018). The adoption of the standard
conditions. did not have any material impact to the financial statements
Contingent consideration is classified either as equity of the Group.
or a financial liability. Amounts classified as a financial Revenue from fixed price contracts and sale of license and
liability are subsequently remeasured to fair value with related customisation and implementation is recognized
changes in fair value recognised in profit or loss. in accordance with the percentage completion method
If the business combination is achieved in stages, calculated based on output method. Provision for estimated
the acquisition date carrying value of the acquirer’s losses, if any, on uncompleted contracts are recorded in
previously held equity interest in the acquiree is the year in which such losses become certain based on the
remeasured to fair value at the acquisition date. Any current estimates. The contract cost used in computing the
gains or losses arising from such remeasurement are revenues include cost of fulfilling warranty obligations, if any.
recognised in profit or loss or other comprehensive Revenue from sale of licenses, where no customisation is
income, as appropriate. required, is recognised upon delivery of these licenses which
b) Subsidiaries constitute transfer of all risks and rewards.
Subsidiaries are entities controlled by the Group. The Revenue from time and material contracts is recognised as
Group controls an entity when it is exposed to, or has the services are rendered.
rights to, variable returns from its involvement with the Revenue from annual technical service contracts is recognised
entity and has the ability to affect those returns through on a pro rata basis over the period in which such services are
its power over the entity. The financial statements of rendered.
subsidiaries are included in the consolidated financial
statements from the date on which control commences The solutions offered by the Group may include supply of
third-party equipment or software. In such cases, revenue
until the date on which control ceases.
for supply of such third party products are recorded at gross
c) Non-controlling interests (NCI) basis as the Group is acting as the principal.
NCI are measured at their proportionate share of Out of pocket reimbursable expenses e.g.travel etc. if incurred
the acquiree’s net identifiable assets at the date of in relation to performance obligation under the contract is
acquisition. Changes in the Group’s equity interest in recognised as revenue.
a subsidiary that do not result in a loss of control are
Revenue is measured based on the transaction price, which
accounted for as equity transactions.
is the consideration, adjusted for volume discounts, service
d) Loss of control level credits, price concessions and incentives, if any, as
specified in the contract with the customer. Revenue also
When the Group loses control over a subsidiary, it
excludes taxes collected from customers.
derecognises the assets and liabilities of the subsidiary,
and any related NCI and other components of equity. Contract assets are recognised when there is excess of
Any interest retained in the former subsidiary is revenue earned over billings on contracts. Contract assets
measured at fair value at the date the control is lost. are classified as Service income accrued but not due. (only
Any resulting gain or loss is recognised in profit or loss. act of invoicing is pending in accordance with terms of the
contract).
e) Transactions eliminated on consolidation
Advances from customers/ Advance billing and Deferred
Intra-group balances and transactions, and any revenue (“contract liability”) is recognised when there is
unrealised income and expenses arising from intra- billing in excess of revenues.
group transactions, are eliminated. Unrealised losses
are eliminated in the same way as unrealised gains, Contracts are subject to modification to account for changes
but only to the extent that there is no evidence of in contract specification and requirements. The Group
impairment. reviews modification to contract in conjunction with the

208
original contract, basis which the transaction price could be If significant parts of an item of property, plant and equipment
allocated to a new performance obligation, or transaction have different useful lives, then they are accounted for as
price of an existing obligation could undergo a change. In separate items (major components) of property, plant and
the event transaction price is revised for existing obligation a equipment.
cumulative adjustment is accounted for.
Any gain or loss on disposal of an item of property, plant and
iv. other income equipment is recognised in profit or loss.
Profit on sale of investments is determined as the difference Subsequent expenditure is capitalized only if it is probable
between the sales price and the carrying value of the that the future economic benefits associated with the
investment upon disposal of investments. expenditure will flow to the Group.
Dividend income is recognised in profit or loss on the date on The management’s estimates of the useful lives of the various
which the Group`s right to receive payment is established. property, plant and equipment are as follows:
Interest income or expense is recognised using the effective asset category Mangement useful life as
interest method. estimate of useful per schedule ii
life (in years) (in years)
The ‘effective interest rate’ is the rate that exactly discounts
estimated future cash payments or receipts through the Tangible asset
expected life of the financial instrument to: Building* 30 30
Plant and machinery 5 15
- the gross carrying amount of the financial asset ; or (including office
- the amortised cost of the financial liability equipment)*
Computers- end user 3 3
In calculating interest income and expense, the effective
devices such laptops,
interest rate is applied to the gross carrying amount of
desktops etc.
the asset (when the asset is not credit-impaired) or to the
amortised cost of the liability. However, for financial assets Computers- servers 4 6
that have become credit- impaired subsequent to initial and networking
equipment*
recognition, interest income is calculated by applying the
effective interest rate to the amortised cost of the financial Vehicles* 5 10
asset. If the asset is no longer credit-impaired, then the Furniture and 5-7 10
calculation of interest income reverts to the gross basis. fixtures*
Temporary wooden 3 3
v. Property, Plant and equipment structures
Property, Plant and equipment are carried at cost less (included in Building)
accumulated depreciation and impairment losses, if any. *Based on technical evaluation, the useful lives as given
Cost of an item of property, plant and equipment includes above represent the period over which the management
its purchase price, any directly attributable expenditure on believes to use these assets; hence these lives are different
making the asset ready for its intended use. Property, plant from the useful lives prescribed under Part C of schedule II of
and equipment under construction and cost of assets not the Companies Act, 2013.
ready to use before the year end, are disclosed as capital
work-in-progress. Depreciation method, useful lives and residual values
are reviewed at each financial year-end and adjusted if
Depreciation on property, Plant and equipment, except appropriate.
leasehold land and leasehold improvements, is provided on
the straight-line method based on useful lives of respective vi. Intangible assets
assets as estimated by the management taking into account Intangible assets are carried at cost less accumulated
nature of the asset, the estimated usage of the asset and the amortisation and impairment losses, if any. The cost of an
operating conditions of the asset. Leasehold land is amortised intangible asset comprises its purchase price, including any
over the period of lease. The leasehold improvements are import duties and other taxes (other than those subsequently
amortised over the remaining period of lease or the useful recoverable from the tax authorities), and any directly
lives of assets, whichever is shorter. Depreciation is charged attributable expenditure on making the asset ready for its
on a pro-rata basis for assets purchased / sold during the intended use and net of any trade discounts and rebates.
year.
Subsequent expenditure on an intangible asset after its
purchase / completion is recognised as an expense when
incurred unless it is probable that such expenditure will
The present value of the expected cost for the
enable the asset to generate future economic benefits in
decommissioning of the asset after its use is included in the
excess of its originally assessed standards of performance
cost of the respective item of property, plant and equipment
and such expenditure can be measured and attributed to the
when it is probable that an outflow of resources will be
asset reliably, in which case such expenditure is added to the
required to settle the obligation and a reliable estimate of the
cost of the asset.
amount can be made.

209
The management’s estimates of the useful lives of the On initial recognition of an equity investment that is
Software are 3-5 years. not held for trading, the Group may irrevocably elect
to present subsequent changes in the investment`s fair
For measurement of goodwill that arises on a business value in OCI (designated as FVOCI-equity investment).
combination (see Note 1.2 (ii) (a)) This election is made on an investment-by-investment
Subsequent measurement is at cost less any accumulated basis.
impairment losses. All financial assets not classified as measured at
Amortisation amortised cost or FVOCI as described above are
measured at FVTPL. This includes all derivatives financial
Amortisation is calculated to write off the cost of intangible assets. On initial recognition, the Group may irrevocably
assets less their estimated residual values over their designate a financial asset that otherwise meets the
estimated useful lives using the straight-line method, and is requirement to be measured at amortised cost or at
included in depreciation and amortisation in Statement of FVOCI as at FVTPL if doing so eliminates or significantly
Profit and Loss. reduces an accounting mismatch that would otherwise
The estimated useful lives are as follows: arise.
- Softwares 3-5 years Financial assets: Business model assessment
Amortisation method, useful lives and residual values are The Group makes an assessment of the objective of the
reviewed at the end of each financial year and adjusted if business model in which a financial asset is held at a
appropriate. portfolio level because this best reflects the way the
business is managed and information is provided to
vii. financial instruments
management. The information considered includes:
a) Recognition and initial measurement - the stated policies and objectives for the portfolio
Trade receivables are initially recognised when they and the operation of those policies in practice.
These include whether management’s strategy
are originated. All other financial assets and financial
focuses on earning contractual interest income,
liabilities are initially recognised when the Group
maintaining a particular interest rate profile,
becomes a party to the contractual provision of the
matching the duration of the financial assets to
instrument.
the duration of any related liabilities or expected
cash outflows or realising cash flows through the
A financial asset or financial liability is initially measured sale of the assets;
at fair value plus, for an item not at fair value through
profit and loss (FVTPL), transaction costs that are - how the performance of the portfolio is evaluated
directly attributable to its acquisition or issue. and reported to the Group’s management;
- the risks that affect the performance of the
b) Classification and subsequent measurement business model (and the financial assets held
Financial assets within that business model) and how those risks
are managed;
On initial recognition, a financial asset is classified as
- how managers of the business are compensated
measured at
– e.g. whether compensation is based on the fair
- amortised cost; value of the assets managed or the contractual
cash flows collected; and
- Fair value through other comprehensive income
(FVOCI)-equity investment; or - the frequency, volume and timing of sales of
financial assets in prior periods, the reasons for
- Fair value through profit and loss (FVTPL) such sales and expectations about future sales
Financial asset are not reclassified subsequent to their activity.
initial recognition, except if and in the period the Group
Financial assets that are held for trading or are managed
changes its business model for managing financial
assets. and whose performance is evaluated on a fair value
basis are measured at FVTPL.
A financial asset is measured at amortised cost if it
Financial assets: Assessment whether contractual cash
meets both of the following conditions and is not
flows are solely payments of principal and interest
designated as at FVTPL:
For the purposes of this assessment, ‘principal’ is
- the asset is held within a business model whose
defined as the fair value of the financial asset on initial
objective is to hold assets to collect contractual
recognition. ‘Interest’ is defined as consideration for the
cash flows; and
time value of money and for the credit risk associated
- the contractual terms of the financial asset give with the principal amount outstanding during a
rise on specified dates to cash flows that are solely particular period of time and for other basic lending
for payments of principal and interest on the risks and costs (e.g. liquidity risk and administrative
principal amount outstanding. costs), as well as a profit margin.

210
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual
terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the
timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group
considers:
− contingent events that would change the amount or timing of cash flows;
− terms that may adjust the contractual coupon rate, including variable interest rate features;
− prepayment and extension features; and
− terms that limit the Group’s claim to cash flows from specified assets (e.g. non- recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount
substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include
reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a
significant discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount
that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include
reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the
prepayment feature is insignificant at initial recognition.
Financial assets: Subsequent measurement and gains and losses
Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including any
interest or dividend income, are recognised in profit or loss. However, see Note 1.2(vii)(e) for
derivatives designated as hedging instruments.
Financial assets at amortised These assets are subsequently measured at amortised cost using the effective interest method.
cost The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains
and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is
recognised in profit or loss.
Equity investments at These assets are subsequently measured at fair value. Dividends are recognised as income
FVOCI in profit or loss unless the dividend clearly represents a recovery of part of the cost of the
investment. Other net gains and losses are recognised in OCI and are not reclassified to profit
or loss.
Financial liabilities: Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is
classified as held- for- trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are
measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial
liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign
exchange gains and losses are recognised in profit or loss.
c) Derecognition
Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it
transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of
ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks
and rewards of ownership and does not retain control of the financial asset.
If the Group enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or
substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognized
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.
The Group also derecognises a financial liability when its terms are modified and the cash flows under the modified terms
are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The
difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms
is recognised in profit or loss.
d) Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the
Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to
realise the asset and settle the liability simultaneously.

211
e) Derivative financial instruments and hedge accounting been accumulated in other equity remains there until,
for a hedge of a transaction resulting in recognition of
The Group holds derivative financial instruments such
a non-financial item, it is included in the non-financial
as foreign exchange forward contracts to mitigate the
item’s cost on its initial recognition or, for other cash
risk of changes in exchange rates on foreign currency
flow hedges, it is reclassified to profit or loss in the same
exposures. The counterparty for these contracts is
period or periods as the hedged expected future cash
generally a bank. Embedded derivatives are separated
flows affect profit or loss.
from the host contract and accounted for separately
if the host contract is not a financial asset and certain If the hedged future cash flows are no longer expected
criteria are met. to occur, then the amounts that have been accumulated
in other equity are immediately reclassified to profit or
Derivatives are initially measured at fair value.
loss.
Subsequent to initial recognition, derivatives are
measured at fair value, and changes therein are viii. impairment
generally recognised in profit or loss.
a) Impairment of financial instruments
The Group designates certain derivatives as hedging
The Group recognises loss allowances for expected
instruments to hedge the variability in cash flows
credit losses on:
associated with highly probable forecast transactions
arising from changes in foreign exchange rates. - financial assets measured at amortised cost;
At inception of designated hedging relationships, the At each reporting date, the Group assesses whether
Group documents the risk management objective and financial assets are carried at amortised cost A financial
strategy for undertaking the hedge. The Group also asset is ‘credit- impaired’ when one or more events that
documents the economic relationship between the have a detrimental impact on the estimated future cash
hedged item and the hedging instrument, including flows of the financial asset have occurred.
whether the changes in cash flows of the hedged item
The Group measures loss allowances at an amount
and hedging instrument are expected to offset each
equal to lifetime expected credit losses, except for the
other.
following, which are measured as 12 month expected
Cash flow hedges credit losses:
When a derivative is designated as a cash flow hedging - debt securities that are determined to have low
instrument, the effective portion of changes in the credit risk at the reporting date; and
fair value of the derivative is recognized in OCI and
- other debt securities and bank balances for which
accumulated in the other equity under ‘effective portion
credit risk (i.e. the risk of default occurring over
of cash flow hedges’. The effective portion of changes
the expected life of the financial instrument) has
in the fair value of the derivative that is recognized in
not increased significantly since initial recognition.
OCI is limited to the cumulative change in fair value of
the hedged item, determined on a present value basis, Loss allowances for trade receivables are always
from inception of the hedge. Any ineffective portion of measured at an amount equal to lifetime expected
changes in the fair value of the derivative is recognized credit losses.
immediately in profit or loss.
Lifetime expected credit losses are the expected credit
The Group designates only the change in fair value of losses that result from all possible default events over
the spot element of forward exchange contracts as the the expected life of a financial instrument.
hedging instrument in cash flow hedging relationships.
12-month expected credit losses are the portion of
The change in fair value of the forward element of
expected credit losses that result from default events
forward exchange contracts (‘forward points’) is
that are possible within 12 months after the reporting
separately accounted for as a cost of hedging and
date (or a shorter period if the expected life of the
recognised separately within equity.
instrument is less than 12 months).
The amount accumulated in other equity is reclassified
When determining whether the credit risk of a financial
to profit or loss in the same period or periods during
asset has increased significantly since initial recognition
which the hedged expected future cash flows affect
and when estimating expected credit losses, the Group
profit or loss.
considers reasonable and supportable information
If a hedge no longer meets the criteria for hedge that is relevant and available without undue cost or
accounting or the hedging instrument is sold, expires, effort. This includes both quantitative and qualitative
is terminated or is exercised, then hedge accounting is information and analysis, based on the Group’s
discontinued prospectively. When hedge accounting for historical experience and informed credit assessment
cash flow hedges is discontinued, the amount that has and including forward- looking information.

212
Measurement of expected credit losses Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an
Expected credit losses are a probability-weighted
outflow of economic benefits will be required to settle
estimate of credit losses. Credit losses are measured as
the obligation. Provisions are determined by discounting
the present value of all cash shortfalls (i.e. the difference
the expected future cash flows (representing the best
between the cash flows due to the Group in accordance
estimate of the expenditure required to settle the
with the contract and the cash flows that the Group
present obligation at the balance sheet date) at a pre-
expects to receive).
tax rate that reflects current market assessments of
Presentation of allowance for expected credit losses in the time value of money and the risks specific to the
the balance sheet liability. The unwinding of the discount is recognized as
finance cost. Expected future operating losses are not
Loss allowances for financial assets measured at provided for.
amortised cost are deducted from the gross carrying
amount of the assets. Post Sales client support and warranties
Write-off The Group provides its clients with fixed period warranty
for correction of errors and support on its fixed price
The gross carrying amount of a financial asset is written product orders. Revenue for such warranty period is
off (either partially or in full) to the extent that there allocated based on the estimated effort required during
is no realistic prospect of recovery. This is generally warranty period.
the case when the Group determines that the debtor
does not have assets or sources of income that could Onerous contracts
generate sufficient cash flows to repay the amounts A contract is considered to be onerous when the
subject to the write-off. expected economic benefits to be derived by the Group
b) Impairment of non-financial assets from the contract are lower than the unavoidable
cost of meeting its obligations under the contract.
The Group’s non-financial assets, other than inventories The provision for an onerous contract is measured at
and deferred tax assets, are reviewed at each reporting the present value of the lower of the expected cost of
date to determine whether there is any indication of terminating the contract and the expected net cost of
impairment. If any such indication exists, then the continuing with the contract. Before such a provision is
asset’s recoverable amount is estimated. made, the Group recognises any impairment loss on the
For impairment testing, assets that do not generate assets associated with that contract.
independent cash inflows are grouped together into x. Foreign Currency
cash-generating units (CGUs). Each CGU represents the
smallest group of assets that generates cash inflows a) Foreign currency transactions
that are largely independent of the cash inflows of Transactions in foreign currencies are translated in
other assets or CGUs. to INR, the functional currency of the Group at the
Goodwill arising from a business combination is exchange rates at the dates of the transactions or an
allocated to CGUs or groups of CGUs that are expected average rate if the average rate approximates the actual
to benefit from the synergies of the combination. rate at the date of the transaction.
The recoverable amount of a CGU (or an individual Foreign currency denominated monetary assets and
asset) is the higher of its value in use and its fair value liabilities are retranslated at the exchange rate prevailing
less costs to sell. Value in use is based on the estimated on the balance sheet date and exchange gain and losses
future cash flows, discounted to their present value arising on settlement and restatement are recognised in
using a pre-tax discount rate that reflects current the statement of profit and loss. Non- monetary assets
and liabilities that are measured in terms of historical
market assessments of the time value of money and the
cost in foreign currencies are not retranslated.
risks specific to the CGU (or the asset).
Assets and liabilities of entities with functional currency
An impairment loss is recognised if the carrying amount
other than the functional currency of the respective
of an asset or CGU exceeds its estimated recoverable
Company have been translated using exchange rates
amount. Impairment losses are recognised in the
prevailing on the balance sheet date. Statement of
statement of profit and loss. Impairment loss recognised
profit and loss of such entities has been translated
in respect of a CGU is allocated first to reduce the
using weighted average exchange rates. Translation
carrying amount of any goodwill allocated to the CGU,
adjustments have been reported as foreign currency
and then to reduce the carrying amounts of the other
translation reserve in the statement of changes in
assets of the CGU (or group of CGUs) on a pro rata basis.
equity.
ix. Provisions (other than for employee benefits)
Exchange differences are recognised in profit or loss,
A provision is recognized if, as a result of a past event, the except exchange differences arising from the translation

213
of the following items which are recognised in OCI: corresponding amounts used for taxation purposes.
Deferred tax is also recognized in respect of carried
- qualifying cash flow hedges to the extent that the
forward tax losses and tax credits. Deferred tax is not
hedges are effective.
recognized for:
b) Foreign operations
- temporary differences arising on the initial
The assets and liabilities of foreign operations recognition of assets or liabilities in a transaction
(subsidiaries, branches) are translated into INR, the that is not a business combination and that affects
functional currency of the Group, at the exchange neither accounting nor taxable profit or loss at the
rates at the reporting date. The income and expenses time of the transaction;
of foreign operations are translated into INR at the
- temporary differences related to investments in
exchange rates at the dates of the transactions or an
subsidiaries to the extent that the Group is able to
average rate if the average rate approximates the actual
control the timing of the reversal of the temporary
rate at the date of the transaction.
differences and it is probable that they will not
When a foreign operation is disposed of in its entirety reverse in the foreseeable future; and
or partially such that control, significant influence or
- taxable temporary differences arising on the initial
joint control is lost, the cumulative amount of exchange
recognition of goodwill.
differences related to that foreign operation recognised
in OCI is reclassified to profit or loss as part of the gain Deferred tax assets are recognized to the extent that it
or loss on disposal. If the Group disposes of part of its is probable that future taxable profits will be available
interest in a subsidiary but retains control, then the against which they can be used. The existence of unused
relevant proportion of the cumulative amount is re- tax losses is strong evidence that future taxable profit
allocated to NCI. may not be available. Therefore, in case of a history
of recent losses, the Group recognizes a deferred tax
xi. Earnings per share asset only to the extent that it has sufficient taxable
Basic earnings per share is computed using the weighted temporary differences or there is convincing other
average number of equity shares outstanding during the year. evidence that sufficient taxable profit will be available
Diluted earnings per share is computed using the weighted against which such deferred tax asset can be realized.
average number of equity and dilutive equity equivalent Deferred tax assets – unrecognized or recognized, are
shares outstanding during the year-end, except where the reviewed at each reporting date and are recognized/
results would be anti-dilutive. reduced to the extent that it is probable/ no longer
probable respectively that the related tax benefit will
xii. Taxation be realized.
Income tax comprises current and deferred tax. It is Deferred tax is measured at the tax rates that are
recognised in profit or loss except to the extent that it relates expected to apply to the period when the asset is
to a business combination or to an item recognised directly in realized or the liability is settled, based on the laws
equity or in other comprehensive income. that have been enacted or substantively enacted by the
a) Current tax reporting date.
Current tax comprises the expected tax payable or The measurement of deferred tax reflects the tax
receivable on the taxable income or loss for the year consequences that would follow from the manner
and any adjustment to the tax payable or receivable in in which the Group expects, at the reporting date, to
respect of previous years. The amount of current tax recover or settle the carrying amount of its assets and
reflects the best estimate of the tax amount expected liabilities.
to be paid or received after considering the uncertainty, Deferred tax assets and liabilities are offset if there is a
if any, related to income taxes. It is measured using tax legally enforceable right to offset current tax liabilities
rates (and tax laws) enacted or substantively enacted by and assets, and they relate to income taxes levied by
the reporting date. the same tax authority on the same taxable entity, or on
Current tax assets and current tax liabilities are offset different tax entities, but they intend to settle current
only if there is a legally enforceable right to set off tax liabilities and assets on a net basis or their tax assets
the recognised amounts, and it is intended to realise and liabilities will be real.
the asset and settle the liability on a net basis or Minimum Alternative Tax (‘MAT’) expense under the
simultaneously. provisions of the Income-tax Act, 1961 is recognised
b) Deferred tax as an asset when it is probable that future economic
benefit associated with it in the form of adjustment of
Deferred tax is recognized in respect of temporary future income tax liability, will flow to the Group and the
differences between the carrying amounts of assets asset can be measured reliably. MAT credit entitlement
and liabilities for financial reporting purposes and the is set off to the extent allowed in the year in which

214
the Group becomes liable to pay income taxes at the These benefits include performance incentive and
enacted tax rates. MAT credit entitlement is reviewed compensated absences which are expected to occur
at each reporting date and is written down to reflect within twelve months after the end of the year in which
the amount that is reasonably certain to be set off in the employee renders the related service. The cost of
future years against the future income tax liability. MAT such compensated absences is accounted as under:
Credit Entitlement has been presented as Deferred Tax
(a) in case of accumulated compensated absences,
in Balance Sheet.
when employees render the services that
xiii. Employee benefits increase their entitlement of future compensated
a. india absences; and
Employee benefit includes provident fund, gratuity and (b) in case of non-accumulating compensated
compensated absences. absences, when the absences occur.
Defined contribution plans Long-term employee benefits
The Group’s contribution to provident fund is Compensated absences which are not expected to
considered as defined contribution plans and is charged occur within twelve months after the end of the year
as an expense as they fall due based on the amount of in which the employee renders the related service are
contribution required to be made. recognized as a liability at the present value of the
defined benefit obligation as at the Balance Sheet date.
b. singapore
For defined benefit plans in the form of gratuity fund,
the cost of providing benefits is determined using the The Company’s contribution to central provident fund is
Projected Unit Credit method, with actuarial valuations deposited with the appropriate authorities and charged
being carried out at each year end. When the calculation to the Consolidated Statement of Profit and Loss. The
results in a potential asset for the Group, the recognized undiscounted amount of short-term employee benefits
asset is limited to the present value of economic expected to be paid in exchange for the services
benefits available in the form of any future refunds rendered by employees are recognised during the year
from the plan or reductions in future contributions to when the employees render the service. These benefits
the plan (‘the asset ceiling’). In order to calculate the include performance incentive and compensated
present value of economic benefits, consideration is absences which are expected to occur within twelve
given to any minimum funding requirements. months after the end of the period in which the
employee renders the related service.
Remeasurements of the net defined benefit liability,
which comprise actuarial gains and losses, the return c. United States of America/ Netherlands/ Japan/
on plan assets (excluding interest) and the effect of the Australia/Africa
asset ceiling (if any, excluding interest), are recognized
in OCI. The Group determines the net interest expense The Company’s social security contributions are charged
(income) on the net defined benefit liability (asset) to the Consolidated Statement of Profit and Loss.
for the period by applying the discount rate used to Employee stock option based compensation
measure the defined benefit obligation at the beginning
of the annual period to the then-net defined benefit The grant date fair value of equity settled share-based
liability (asset), taking into account any changes in the payment awards granted to employees is recognized
net defined benefit liability (asset) during the period as an employee expense, with a corresponding
as a result of contributions and benefit payments. Net increase in equity, over the period that the employees
interest expense and other expenses related to defined unconditionally become entitled to the awards. The
benefit plans are recognized in profit or loss. amount recognized as expense is based on the estimate
of the number of awards for which the related service
The retirement benefit obligation recognized in the and non-market vesting conditions are expected to be
Balance Sheet represents the present value of the met, such that the amount ultimately recognized as an
defined benefit obligation as adjusted for unrecognized
expense is based on the number of awards that do meet
past service cost, as reduced by the fair value of scheme
the related service and non-market vesting conditions
assets.
at the vesting date.
Short-term employee benefits
For share-based payment awards with non-vesting
The undiscounted amount of short-term employee conditions, the grant date fair value of the share-based
benefits expected to be paid in exchange for the payment is measured to reflect such conditions and
services rendered by employees are recognized during there is no true-up for differences between expected
the year when the employees render the service. and actual outcomes.

215
xiv. Cash Flow Statement Ind AS - 116

Cash flows are reported using the indirect method, whereby Ind AS 116 will replace the existing leases standard, Ind AS 17
profit for the period is adjusted for the effects of transactions Leases. Ind AS 116 sets out the principles for the recognition,
of a non –cash nature, any deferrals or accruals of past or measurement, presentation and disclosure of leases for both
future operating cash receipts or payments and item of lessees and lessors. It introduces a single, on-balance sheet
income or expenses associated with investing or financing lessee accounting model for lessees. A lessee recognises
cash flows. The cash flows from operating, investing and right-of-use asset representing its right to use the underlying
financing activities of the Group are segregated. asset and a lease liability representing its obligation to
make lease payments. The standard also contains enhanced
xv. Leases
disclosure requirements for lessees. Ind AS 116 substantially
a. Determining whether an arrangement contains a lease carries forward the lessor accounting requirements in
Ind AS 17.
At inception of an arrangement, it is determined
whether the arrangement is or contains a lease. The Group will adopt Ind AS 116, effective annual reporting
period beginning 1 April 2019. The Group will apply the
At inception or on reassessment of the arrangement that
standard to its leases, retrospectively, with the cumulative
contains a lease, the payments andother consideration
effect of initially applying the standard, recognised on the
required by such an arrangement are separated into
date of initial application (1 April 2019). Accordingly, the
those for the lease and those for other elements on
Group will not restate comparative information, instead,
the basis of their relative fair values. If it is concluded
the cumulative effect of initially applying this Standard will
for a finance lease that it is impracticable to separate
be recognised as an adjustment to the opening balance of
the payments reliably, then an asset and a liability are
retained earnings as on 1 April 2019. On that date, the Group
recognised at an amount equal to the fair value of the
will recognise a lease liability measured at the present value
underlying asset. The liability is reduced as payments
of the remaining lease payments. The right-of-use asset is
are made and an imputed finance cost on the liability is
recognised at its carrying amount as if the standard had been
recognised using the incremental borrowing rate.
applied since the commencement date, but discounted using
b. Lease payments the lessee’s incremental borrowing rate as at 1 April 2019.
In accordance with the standard, the Group will elect not to
Lease payments under operating lease are recognised
apply the requirements of Ind AS 116 to short-term leases
as an expense in the Statement of Profit and Loss on
and leases for which the underlying asset is of low value.
a straight-line basis over the lease term unless such
payments are structured to increase in line with On transition, the Group will be using the practical expedient
expected general inflation to compensate for the provided in the standard and therefore, will not reassess
lessor`s expected inflation increases. whether a contract, is or contains a lease, at the date of
initial application. The Group is in the process of finalising
xvi. Research and development
changes to systems and processes to meet the accounting
Revenue expenditure pertaining to research is charged to and reporting requirements of the standard.
the Consolidated Statement of Profit and Loss. Development
With effect from 1 April 2019, the Group will recognise new
costs of products are also charged to the Consolidated
assets and liabilities for its operating leases of premises
Statement of Profit and Loss unless a product’s technical
and other assets. The nature of expenses related to those
feasibility has been established, in which case such
leases will change from lease rent in previous periods to a)
expenditure is capitalized. The amount capitalized comprises
amortization change for the right-to-use asset, and b) interest
expenditure that can be directly attributed or allocated on a
accrued on lease liability.
reasonable and consistent basis to creating, producing and
making the asset ready for its intended use. Property, Plant Previously, the Group recognised operating lease expense on
and equipment utilized for research and development are a straight-line basis over the term of the lease.
capitalized and depreciated in accordance with the policies
On preliminary assessment, for leases other than short-term
stated for property plant and equipment.
leases and leases of low value assets, the Group will recognise
xvii. Recent accounting pronouncements a right-of-use asset of ` 660 lakhs and a corresponding lease
liability of ` 700 lakhs with the cumulative effect of applying
Recent Indian Accounting Standards (Ind AS)
the standard by adjusting retained earnings net of taxes.
Ministry of Corporate Affairs (“MCA”), through Companies There will be consequent reclassification in the cash flow
(Indian Accounting Standards) Amendment Rules, 2019 categories in the statement of cash flows.
and Companies (Indian Accounting Standards) Second
Leases in which the Group is a lessor
Amendment Rules, has notified the following new and
amendments to Ind ASs which the Group has not applied as The Group will reassess the classification of sub-leases in
they are effective from 1 April 2019: which the Company is a lessor.

216
No significant impact is expected for the leases in which the Group does not expect any significant impact of the
Company is a lessor. amendment on its financial statements.
Ind AS 12 Income taxes (amendments relating to income tax ind as 19 – plan amendment, curtailment or
consequences of dividend and uncertainty over income tax Settlement
treatments)
The amendment requires an entity:
The amendment relating to income tax consequences of
• to use updated assumptions to determine current
dividend clarify that an entity shall recognise the income
service cost and net interest for the remainder of
tax consequences of dividends in profit or loss, other
the period after a plan amendment, curtailment
comprehensive income or equity according to where the
or settlement; and
entity originally recognised those past transactions or
events. The Group does not expect any impact from this • to recognise in profit or loss as part of past service
pronouncement. cost, or a gain or loss on settlement, any reduction
in a surplus, even if that surplus was not previously
The amendment to Appendix C of Ind AS 12 specifies that
recognised because of the impact of the asset
the amendment is to be applied to the determination
ceiling.
of taxable profit (tax loss), tax bases, unused tax
losses, unused tax credits and tax rates, when there is The group does not expect this amendment to have any
uncertainty over income tax treatments under Ind AS significant impact on its financial statements.
12. It outlines the following: (1) the entity has to use
Ind AS 103 – Business Combinations and Ind AS 111 –
judgement, to determine whether each tax treatment
Joint arrangements
should be considered separately or whether some can
be considered together. The decision should be based The amendments to Ind AS 103 relating to re-
on the approach which provides better predictions measurement clarify that when an entity obtains
of the resolution of the uncertainty (2) the entity is control of a business that is a joint operation, it re-
to assume that the taxation authority will have full measures previously held interests in that business.
knowledge of all relevant information while examining The amendments to Ind AS 111 clarify that when an
any amount (3) entity has to consider the probability entity obtains joint control of a business that is a joint
of the relevant taxation authority accepting the tax operation, the entity does not re-measure previously
treatment and the determination of taxable profit (tax held interests in that business. The Group will apply the
loss), tax bases, unused tax losses, unused tax credits pronouncement if and when it obtains control / joint
and tax rates would depend upon the probability. The control of a business that is a joint operation.

2.1 Property, plant and equipment
paRticulaRs gRoss caRRying aMount accuMulateD DepReciation net caRRying aMount
Deemed cost Additions Deductions / as at as at Depreciation Deductions / as at as at as at
as at adjustments 31 March 1 april, 2018 for adjustments 31 March 31 March 31 March,
1 april, 2018 (Note (i) & (ii)) 2019 the year (Note (i) & (ii)) 2019 2019 2018
Tangible assets
Freehold land 34 - - 34 - - - - 34 34
(34) - - (34) - - - - (34) (34)
-
Leasehold land 2,144 - - 2,144 41 20 - 61 2,083 1,638
(1,678) - - (1,678) (20) (20) (40) (1,638) (1,658)
- -
Leasehold improvements 14 - - 14 14 - - 14 - -
(12) - 2 (14) (11) (1) 2 (14) - (1)
- -
Buildings 1,534 27 - 1,561 206 111 - 317 1,244 1,794
(1,974) (26) - (2,000) (101) (105) - (206) (1,794) (1,873)
- -
Plant and equipment 284 61 - 345 184 36 - 220 125 100
(242) (41) 1 (284) (141) (43) - (184) (100) (101)
-
Computer equipment 1,310 426 8 1,728 727 344 6 1,065 663 582
(863) (444) 3 (1,310) (400) (324) 4 (728) (582) (463)
- -
Vehicles 247 93 13 327 85 64 12 137 190 161
(214) (84) (51) (247) (54) (57) (25) (86) (161) (160)
- -
Furniture and fixtures 100 86 - 186 20 33 - 53 133 80
(14) (88) (2) (100) (11) (12) (3) (20) (80) (3)
5,667 693 21 6,339 1,277 608 18 1,867 4,472 4,389

(5,031) (683) (47) (5,667) (738) (562) (22) (1,278) (4,389) (4,293)
Intangible assets
Software 654 186 1 839 526 135 2 659 180 128
(570) (84) - (654) (384) (142) - (526) (128) (186)
total 6,321 879 22 7,178 1,803 743 20 2,526 4,652 4,517
Previous year (5,601) (767) (47) (6,321) (1,122) (704) (22) (1,804) (4,517) (4,479)
Notes :
(i) Depreciation, amortisation and impairment expense
comprise :
-Depreciation for the year 743
- Impairement of goodwill on consolidation ( see note 2.44) 250
993
(ii) Includes the effect of translation in respect of assets held by foreign subsidiaries
(iii) Some of the assets have been re-grouped during the year, based on the nature of assets.
(iv) Figures in bracket pertains to previous year ended 31 March, 2018/ 31 March, 2017
217

218
2.2 a. NON-CURRENT INVESTMENTS (at cost)

Particulars as at as at
31 March 2019 31 March 2018
- Non trade
Investment in equity instruments (quoted)
Equity shares at FVOCI
250,000 (250,000) equity shares of `. 10 (`. 10) each, fully paid up, in Ujjivan 870 864
Financial Services Limited

a. 8.15% L&T Finance Holding Ltd.(Pref. Share - 2020) 1,393 1,395
b. 16.46% Infrastructure Leasing & Financial Services Ltd. (Pref. Share - 2022) 501 541
c. 17.38% IL&FS Financial Services Ltd. ( Pref. Shares - 2021) 100 100
d. 8.33% Tata Capital Ltd (Pref. Shares - 2022) 116 116
e. 7.50% Tata Capital (Pref. Shares - 2020) 1,500 1,500
f. 8.33% Tata Capital (Pref. Shares - 2021) - 504

a. 8.20% Tata Motors Finance Ltd (CCPS - 2020) ( see note 2.31) 556 -
b. 10% Tata Motors Finance Ltd (CCPS - 2025) 2,129 -

a. 8.20% Tata Motors Finance Ltd (CCPS - 2020) ( see note 2.31) - 534
Investment in bonds (quoted)

a. 7.18% Indian Railway Finance Corporation Limited Tax free bonds 2023 977 965
b. 8.23% Indian Railway Finance Corporation Limited Tax free bonds 2024 539 540
c. 8.09% Power Finance Corporation Tax Free Bonds 2021 477 480
d. 7.51% Power Finance Corporation Tax Free Bonds 2021 519 519
e. 8.00% Indian Railway Finance Corporation Limited Tax free bonds 2022 2,114 2,126
f. 8.01% India Infrastructure Finance Company Limited Tax Free Bonds 2023 1,030 1,031
g. 7.11% Power Finance Corporation Tax Free Bonds 2025 53 53
h. 7.21% India Infrastructure Finance Company Limited Tax Free Bonds 2022 - 516
i. 7.55% Indian Railway Finance Corporation Limited Tax Free Bonds 2021 309 310
j. 8.20% Power Finance Corporation Tax Free Bonds 2022 64 64
k. 7.28% Indian Railway Finance Corporation Limited Tax free bonds 2030 47 47
l. 7.49% Indian Renewable Energy Development Agency Limited (IREDA) Tax Free 121 121
Bonds 2031
m. 7.39% Housing and Urban Development Corporation Limited (HUDCO) Tax Free 142 142
Bonds2031
n. 8.50% National Highways Authority of India (NHAI) Tax Free Bonds 2029 108 109
o. 7.39% National Highways Authority of India (NHAI) Tax Free Bonds 2031 160 160
p. 7.39% Housing and Urban Development Corporation Limited (HUDCO) Tax free 131 131
bonds 2031
q. 7.21% Power Finance Corporation (PFC) Tax Free Bonds 2022 514 515
r. 7.35% Indian Railway Finance Corporation Tax Free Bonds 2031 122 122
s. 7.35% National Bank for Agriculture and Rural Development (NABARD) Tax Free 201 201
Bonds 2031

219

31 March 2019 31 March 2018
t. 8.35% National Highways Authority of India (NHAI) Tax Free Bonds 2023 553 562
u. 8.51 Housing and Urban Development Corporation Limited (HUDCO) Tax Free 557 -
Bonds2024
Investment in mutual funds (quoted)

a. HDFC FMP 1169D February 2017 (1) 579 541
b. HDFC FMP 1150D February 2017 (1) 347 324
c. Birla Sun Life Fixed Term Plan-Series OT (1117 days) 560 524
d. ICICI Prudential Fixed Maturity Plan - Series 81 - 1163 Days Plan Q 1,120 1,046
e. ICICI Prudential FMP - Series 82 - 1225 Days Plan B 546 509
f. UTI Fixed Term Income Fund Series XXVIII - IV (1204 Days) 546 509
g. Reliance Fixed Horizon Fund XXXV (1227 days) -series 12 540 504
h. Birla Sun Life Fixed Term Plan-Series OY (1218 days) 546 509
i. ICICI Prudential FMP - Series 82 - 1203 Days Plan K 542 504
j. Reliance Fixed Horizon Fund XXXVI - Series 6 540 503
k. UTI Fixed Term Income Fund Series XXVIII -XIV (1147 days) 539 501
Investment in mutual funds (unquoted)

a. Axis ST Direct- Weekly Dividend - 656
b. UTI ST Income-IP-Monthly Dividend - 314
c. HDFC Corporate Bond Fund - Growth-Direct 261 248
d. DSP BlackRock Banking & PSU Debt Fund - Growth- Direct 547 507
e. ICICI Prudential Income Opportunities Fund - Growth- Direct 540 506
f. IDFC Corporate Bond Fund - Growth- Direct 688 641
g. L&T Short Term Opportunities Fund - Growth- Direct 550 509
h. Reliance FRF - ST - Growth- Direct 544 508
23,967 23,267
Aggregate amount of non current-investments 24,837 24,131
Aggregate amount of quoted investments 19,021 20,242

Aggregate market value of quoted investments 19,651 20,055
Aggregate amount of unquoted investments 5,815 3,889
Aggregate amount of impairment in value of quoted investments 601 -
b. Equity shares designated as at fair value through other comprehensive income
As at 1 April 2016, the Company designated the investments shown below as equity shares at FVOCI because these equity shares
represent investments that company intends to hold for long- term for strategic purpose
fair value as at Dividend fair value as at
31 March 2019 income 31 March 2018
recognised
during
year ended 31
March 2019
investment in ujjivan financial services limited 870 1 864
No strategic investments were disposed off duringyear ended 31 March 2019 as well in previous year 2017-18 and there were no
transfers of any cumulative gain or loss within equity relating to these investments.

220

31 March 2019 31 March 2018
2.3 NON - CURRENT TRADE RECEIVABLES
(Unsecured)
a. Trade receivable Considered good - 272
- 272
2.4 loans
(a) Loans and advances to employees
Loans Receivables considered good - Unsecured 7 9
7 9
2.5 OTHER NON-CURRENT FINANCIAL ASSETS

(a) Security deposits 371 295
(b) Long-term bank deposits 19 850
390 1,145
[Long term bank deposits include deposits held with bank for maturity more than 12 months from balance sheet date ` 19 Lacs
(31 March 2018 ` 17 lacs ) under lien with banks and are restricted from being settled for more than 12 months from the balance sheet
date.]
2.6 DEFERRED TAX ASSET (NET)
a. Amounts recognised in profit or loss
Particulars year ended year ended
31 March 2019 31 March 2018
Current tax 2,328 1,511
Deferred tax (153) 220
Net tax expense 2,175 1,731
b. Income tax recognised in other comprehensive income Before tax Tax expense Net of tax
/ (benefit)
Remeasurements of net defined benefit plans (127) (5) (132)
Effective portion of gain/ (loss) on hedging instruments of 178 (62) 116
effective cash flow hedges(net of tax)
Income tax recognised in other comprehensive income 51 (67) (16)
c. Reconciliation of effective tax rate
A reconciliation of the income tax provision to the amount computed by applying the statutory income tax rate to the income
before taxes is summarised below:
Particulars percentage for the year percentage for the year

ended 31 ended 31
March, 2019 March, 2018
Computed tax expense 34.94% 3,365 34.61% 2,764
Effect of exempt non-operating income -8.3% (803) -11.2% (891)
Effect of non- deductible expenses 2.9% 278 0.6% 48
Additional deduction on research and development -5.1% (494) -5.7% (459)
expenses
Taxes on income at different rates -3.2% (303) -3.3% (263)
Tax effect due to non taxable income for Indian tax 5.0% 481 5.6% 450
purpose
Tax reversals, overseas and domestic -1.9% (181) 0.3% 21
Branch tax 0.1% 10 0.2% 15
Tax on undistributed reserves of subsidiaries 0.0% - 2.2% 175
Effect of subsidiaries different tax rates -1.8% (178) -1.6% (129)
Effective tax 22.6% 2,175 21.7% 1,731

221
2.6 DEFERRED TAX ASSET (NET) (CONT'D)

Particular opening Recognised Recognised Mat as at
as at [(Credited)/ [(Credited)/ utilisation 31 March
1 april 2018 charge] in charge] in during the 2019
profit or loss oci during year
during the the year
year
a. Deferred tax assets
Provision for compensated absences, gratuity 404 (268) 5 667
and other employee benefits
Provision for doubtful debts / loans and 434 12 - 422
service income accrued but not due
Forward contracts (1) - 62 (63)
MAT credit entitlement 481 7 - 318 156
Trade receivables, security deposit and loans 48 17 - 31
at amortised cost
Investment in preference shares - - -
Asset retirement obligation 4 (0) - 4
1,370 (232) 67 318 1,217
b. Deferred tax liabilities

Property, plant and equipment 88 - - 88
Investments 83 85 - - 168
Undistributed reserves of subsidiaries - 175 175
171 260 - - 431
Net deferred tax asset 1,199 28 67 318 786
31 March 2019 31 March 2018
2.7 INCOME TAX ASSETS (NET)
Balances with government authorities
a. Advance tax 1,674 1,349
1,674 1,349
2.8 otheR non cuRRent assets
(Unsecured, considered good)
a Employee advances 38 38
b Capital advances - 21
Less : Provision for doubtful advances - (14)
- 7
d. Advance payment to gratuity trust ( see note 2.40) 110 -
e. Deferred rent 37 24
190 70
2.9 Current investments - Non trade (At the lower of cost and fair value)
a. investment in mutual funds
name as at as at
31 March, 2019 31 March, 2018
-Investment in Mutual Funds (Unquoted)
Axis Liquid Fund- Direct Plan- Daily Dividend Reinvestment 838 540
Baroda Pioneer Treasury Advantage Fund - Plan B - Daily Dividend Reinvestment - 1,672
Aditya Birla Sunlife Arbitrage Fund -Direct Plan - Dividend Reinvestment 880 832

222

name as at as at
31 March, 2019 31 March, 2018
Aditya Birla Sun Life Floating Rate-Long Term -Direct Plan-Daily Dividend - 84
Reinvestment
Aditya Birla Sun Life Savings Fund - Direct Plan - Daily Dividend Reinvestment - 129
Aditya Birla Sun Life Liquid Fund - Direct Plan - Daily Dividend Reinvestment - 611
HDFC Arbitrage Fund - Wholesale Plan-Normal-Dividend-Direct Plan 1,754 1,027
HDFC Floating Rate Income Fund - Short term Plan- Wholesale Option - Direct-DDR - 363
ICICI Prudential Equity Arbitrage Fund- Direct Plan- Monthly Dividend 562 311
Reinvestment
ICICI Prudential Ultra Short Term Plan- Direct Plan- Daily Dividend Reinvestment - 232
ICICI Prudential Flexible Income Plan - Direct Plan - Daily Dividend Reinvestment - 181
ICICI Prudential Liquid Fund- Direct Plan- Daily Dividend Reinvestment 544 336
IDFC Arbitrage Fund - Direct Plan - Monthly Dividend Reinvestment 711 670
IDFC Money Manager Fund - Investment Plan-Daily Dividend-Direct Plan - 29
IDFC Ultra Short Term Fund - Direct Plan - Daily Dividend - 31
Invesco India Liquid Fund - Direct Plan - Daily Dividend Reinvestment - 169
Kotak Equity Arbitrage Fund- Direct Plan - Fortnightly Dividend Reinvestment 3,276 3,095
L&T Liquid Fund - Direct Plan- Daily Dividend Reinvestment 708 562
Reliance Arbitrage Fund-Direct Monthly Dividend Plan 1,164 1,095
Reliance Medium Term Fund-Direct Plan Daily Dividend Plan 1
SBI Liquid Fund - Direct Plan - Daily Dividend Reinvestment 546 -
HDFC Liquid Fund - Direct Plan - Daily Dividend Reinvestment 454 -
Tata Liquid Fund - Direct Plan - Daily Dividend Reinvestment 786 -
DSP Liquidity Fund - Direct Plan - Daily Dividend Reinvestment 643 -
Mahindra Liquid Fund - Direct Plan - Daily Dividend Reinvestment 667 -
Sundaram Money Fund - Direct Plan - Daily Dividend Reinvestment 630 -
UTI Liquid Cash Plan - Direct Plan - Daily Dividend Reinvestment 753 -
ICICI Prudential Money Market Fund - Direct Plan - Daily Dividend Reinvestment 477 -
UTI Money Market Fund - Direct Plan - Daily Dividend Reinvestment 617 -
Aditya Birla Sun Life Money Manager Fund - Direct Plan - Daily Dividend 886 -
Reinvestment
SBI Arbitrage Opportunities Fund - Direct Plan - Monthly Dividend Reinvestment 331 -
Kotak Money Market Scheme - Direct Plan - Daily Dividend Reinvestment 43 42
Kotak Savings Fund - Direct Plan - Daily Dividend Reinvestment - 248
Kotak Liquid Fund - Direct Plan - Daily Dividend Reinvestment 336 -
-Fixed Maturity Plans/Interval Plans (quoted)
HDFC FMP 1128D March 2015(1) Direct Growth - 637

ICICI Prudential FMP Series 76-1108 Days Plan V-Direct-Growth - 636

9% L&T Finance Holdings Limited -Preference Shares 2018 - 1,009
aggregate amount of investments 17,606 14,542
Aggregate amount of quoted investments - 2,282

Aggregate market value of quoted investments - 2,277
Aggregate amount of unquoted investments 17,606 12,260

223

31 March 2019 31 March 2018
2.10 cuRRent tRaDe ReceiVables
a. Trade receivables considered good - Unsecured 7,113 7,906
b. Trade receivables - credit impaired 258 240
7,371 8,146
Less: Provision for doubtful trade receivables (258) (240)
7,113 7,906
7,113 7,906
2.11 cash anD cash eQuiValents
a. Cash and cash equivalents
a. Cash on hand 1 1
b. Remittance in transit - 86
c. Balances with scheduled banks:
- in current accounts 139 69
- in EEFC accounts 1,131 1,319
d. Balance with non scheduled banks in current accounts:
-Citibank, United Kingdom 8 16
-Citibank, U.A.E 29 17
-Citibank,USA 21 30
-Citibank, Singapore 309 556
-PNC Bank, USA 46 28
-Citibank,USA 263 256
-Bank of Tokyo Mitsubishi, Japan 32 14
-Citibank, Japan 277 413
-Citibank, Australia 113 49
-Nedbank, South Africa 42 50
-Citibank, Netherlands 20 26
e. Balances with scheduled banks in deposit accounts with original maturity 2,021 1,298
of less than 3 months
4,452 4,228
Total - Cash and cash equivalents 4,452 4,228
2.12 otheR banK balances

a. Balances with scheduled banks in earmarked accounts:
- unclaimed dividend accounts 40 24
b. Balances with scheduled banks in deposit accounts with original maturity of
more than 3 months :
- Maturity with in 12 months of the reporting date 3,802 2,703
Total - Other bank balances 3,842 2,727
[Balance with scheduled banks in deposit accounts include ` 47 lacs (31 March 2018 ` 46 lacs ) which are under lien and
restricted from being settled with in 12 months from the balance sheet date.]

224
2.13 loans
(Unsecured)
a. Loans and advances to employees
b. Loans Receivables considered good - Unsecured 28 29
28 29

31 March 2019 31 March 2018
2.14 otheR cuRRent financial assets

a. Security deposit 4 -
b. Mark-to-market gain on forward contracts 183 3
c. Expenses recoverable from customers 40 26
227 29
2.15 otheR cuRRent assets

(Unsecured)
a. Service income accrued but not due
Unsecured
Considered good 1,667 1,328
1,885 1,542
Less : Provision for service income accrued but not due (218) (214)
1,667 1,328
b Employee advances 101 63
c. Prepaid expenses (considered good) 344 399
d. Contract cost 70 -
e. Balances with Government authorities (considered good)
- GST/ VAT credit receivable 19 124
- Interest on tax refund receivable 43 -
f. Others
- Supplier advances
Considered good 415 341
Credit impaired 2 1
417 342
Less : Provision for doubtful advances (2) (1)
415 341
g. Deferred payroll 5 3
2,664 2,258
2.16 shaRe capital
31 March 2019 31 March 2018
a. authorised
Equity shares
40,000,000 (40,000,000) equity shares of `. 10 each 4,000 4,000
b. Issued, Subscribed and Paid-Up
issued
32,386,524 (32,386,524) equity shares of `. 10 each 3,239 3,239
Subscribed and Paid-Up
29,040,724 (32,383,724) equity shares of `. 10 each, fully paid up 2,904 2,904
(Includes: 2,800 (2,800) forfeited equity shares pending reissue (see note (iv)
below)
2,904 2,904

225
Refer notes (i) to (v) below :-

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting year :-
Particulars Opening balance Allotted under closing

Employee Stock Option balance
Plans / Extinguishment
of shares under buy
back ( see note 2.17)
- Number of shares 2,90,40,724 - 2,90,40,724
- Amount (In Rupees) 35,72,67,240 - 29,04,07,240
b. For the year ended 31 March, 2018
- Number of shares 3,23,83,724 (33,43,000) 2,90,40,724
- Amount (In Rupees) 32,38,37,240 (3,34,30,000) 35,72,67,240
(ii) Rights, preferances and restrictions attached to shares
The Company has one class of equity shares having a par value of `. 10 each. Each shareholder is eligible for one vote per share
held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amounts, in proportion to their shareholding.
(iii) Number of shares held by shareholders holding more than 5% of the aggregate shares in the Company :-
Particulars as at 31 March 2019 as at 31 March, 2018

(Number) (Percentage) (Number) (Percentage)
Karmayogi Holdings Private Limited 90,00,000 30.99% 90,00,000 30.99%
Nucleus Software Engineers Private Limited 23,85,882 8.22% 23,85,882 8.22%
Madhu Dusad 30,66,248 10.56% 30,66,248 10.56%
Vishnu R Dusad 16,03,492 5.52% 16,03,492 5.52%
(iv) Details of forfeited shares

Particulars as at 31 March 2019 as at 31 March, 2018
(Number) (Rupees) (Number) (Rupees)
Equity shares with voting rights 2,800 15,000 2,800 15,000
(v) EMPLOYEES STOCK OPTION PLAN (“ESOP”)
a. Employee Stock Option Scheme and SEBI (Share Based Employee Benefits) Regulations, 2014, is effective for regulation of all
schemes by the Company for the benefits for its employees dealing in shares, directly or indirectly from October 28, 2014. In
accordance with these Guidelines, the excess of the market price of the underlying equity shares as of the date of grant of options
over the exercise price of the option, including up-front payments, if any, is to be recognized and amortised on graded vesting
basis over the vesting period of the options.
b. The Company currently has one ESOP scheme- ESOP Scheme - 2015 (instituted in 2015) which was duly approved by the Board
of Directors and Shareholders. The ESOP Scheme 2015 provides for 500,000 options to eligible employees. As per ESOP scheme
2015, equity shares would be transferred to eligible employees on exercise of options through Nucleus Software Employee
Welfare Trust. The scheme is administered by the Compensation Committee comprising three members, the majority of whom
are independent directors.
c. There are no options granted, forfeited and exercised during the year under ESOP Scheme 2015.

226

31 March 2019 31 March 2018
2.17 otheR eQuity
a. Capital reserve 89 89
b. Securities premium account - -
c. Capital Redemption reserve 334 334
d. General reserve 661 661
e. Retained Earnings 46,004 41,306
f. Other comprehensive Income 863 836
total 47,951 43,226

31 March, 2019 31 March 2018
a. capital reserve
b. Securities premium account
Opening balance - 219
Utilised for buyback premium (see note 2.17) - (219)
Closing balance - -
c. Capital Redemption reserve
Opening balance 334 -
Addition during the year (see note 2.17) - 334
d. general reserve
Opening balance 661 8,888
Transferred from surplus in statement of Profit and Loss (see note 2.17) - (8,227)
e. Retained earnings
Opening balance 41,306 40,075
Add: Profit for the year 7,454 6,255
Utilised for buy back (see note 2.17) - (3,254)
Less : Appropriations
- Final dividend on equity shares [see note (i) below] (2,323) (1,619)
- Tax on dividend (275) (151)
Goodwill on subsequent purchase of remaining shares in subsidiary (158) -
f. other comprehensive income
Equity instrument through other comprehensive income 839 1,035
Add: Income for the year 6 (196)
845 839
Foreign currency translation reserve
Opening balance 5 (142)
Add: Addition during the year 36 147
hedging reserve , net [see note 2.31]
Add / (Less) : Effect of foreign exchange rate variations on hedging instruments 117 (154)
outstanding at the end of the year

227

31 March, 2019 31 March 2018
Remeasurement of net defined benefit plans, net
Opening balance (10) (63)
Add: Remeasurement of net defined benefit plans (132) 53
Closing balance (142) (10)
863 836
(i) The Board of Directors on April 23, 2019 have recommended a payment of Final Dividend of ` 9 per share (on equity share of par
value of ` 10 each) for the year ended March 31, 2019. The payment is subject to approval of shareholders at the ensuing AGM.
The final dividend paid in previous year was ` 8 per share.
nature and purpose of other reserves

capital reserve
The company had transferred forfeited ESOP application money to Capital reserve in accordance with the provision of the
Companies Act, 1956.The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.
Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the
provisions of the Companies Act, 2013.
hedging reserve
This comprises as the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to
hedged transactions that have not yet occurred.
Capital Redemption reserve

The Board of Directors of the Company, at its meeting held on April 25, 2017 had approved a proposal to buy-back not exceeding
` 11,779 lacs at maximum price of ` 350 per equity share.
The Shareholders of the Company approved the scheme of Buyback of 33,43,000 (Thirty Three Lakhs Forty Three Thousand)
equity shares of the face value of `.10/- each fully paid up at a price of ` 350/- (Rupees Three Hundred and Fifty Only) (the
“Buyback Price”) payable in cash aggregating upto ` 11,701/-lacs (Rupees Eleven thousands Seven Hundred One lacs) through
Postal Ballot on June 15, 2017 . The Company made the Public Announcement of the same which was published on June 19, 2017.
Further pursuant to Shareholders’ approval vide Postal Ballot in June 2017, the Buy Back Committee of Board of Directors on 16th
June 2017 approved the Buyback of 33,43,000 of fully paid up Equity Shares of face value of ` 10/ each of the Company at price
of ` 350/- per Equity share, payable in cash for an aggregate consideration not exceeding ` 11,701 lacs . The settlement of the
Buyback was done on 8th September, 2017 and 33,43,000 Equity shares bought back were extinguished on 14th September, 2017.
Capital Redemption Reserve was created to the extent of share capital extinguished ` 334 lacs. An amount of ` 3,254 lacs from
Retained Earnings was used to offset the excess of buy-back cost of ` 11,701 lacs over par value of shares after adjusting the
balance lying in Security Premium of ` 219 lacs and General Reserve of ` 8,227 lacs.
general reserve
The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings for appropriation
purposes.
Foreign currency translation reserve

These comprise of all exchange difference arising from translation of financial statements of foreign operations.

The Group has designated its investments in certain equity instruments at fair value through other comprehensive income.
These changes are accumulated within the FVOCI equity investments within the equity. The group transfers amounts therefrom
to retained earnings when the relevant equity securities are derecognised.
Remeasurement of net defined benefit plans

Remeasurement of net defined benefit plans (asset) comprises actuarial gain and losses and return on plan assets (excluding
interest income)

228

31 March 2019 31 March 2018
2.18 OTHER FINANCIAL LIABILITIES-NON CURRENT

Annual incentive payable 39 91
39 91
2.19 DefeRReD tax liabilities

Particular 1 april, 2018 (Credited)/ 31 March 2019
charge during
the year
a. Deferred tax liabilities
Property, plant and equipment 18 2 20
MAT credit entitlement (4) (8) (12)
Undistributed reserves of subsidiaries 175 (175) -
189 (181) 8

31 March 2019 31 March 2018
2.20 NON CURRENT - PROVISIONS
- Provision for compensated absences 737 588
- Provision for gratuity 18 15
- Provision for asset retirement obligations 21 21
776 624
2.21 tRaDe payables
Trade Payables (see note below)
-Total outstanding dues of micro enterprises and small enterprises - -

(see note below)
-Total outstanding dues of creditors other than micro enterprises 1,226 5,406
and small enterprises
1,226 5,406
The Company has no amounts payable to Micro and Small Enterprises as defined in section 7(1) of the Micro, Small and Medium
Enterprises Development Act, 2006, to the extent such parties have been identified on the basis of information collected by the
Management. This has been relied upon by the auditors.
as at 31 March 2019 as at 31 March 2018
principal interest principal interest
Amount due to vendor - - - -
Principal amount paid (includes unpaid) beyond - - - -

the appointed date
Interest due and payable for the year - - - -
Interest accrued and remaining unpaid - - - -
- - - -

229

31 March 2019 31 March 2018
2.22 otheR cuRRent financial liabilities
a. Unpaid dividends 39 25
b. Payable for purchase of fixed assets - 1
c. Employee payable 4,371 -
d. Other payable - -
4,410 26
2.23 cuRRent pRoVisions
- Provision for compensated absences 211 182
- Provision for gratuity 4 4
215 186
2.24 CURRENT TAX LIABILITIES (NET)
Provision for tax [net of advance tax of ` 2,236 lacs (previous year ` Nil)] 181 187
181 187
2.25 otheR cuRRent liabilities
a. Advance from customers / Advance billings 4,991 6,204
b. Deferred revenue 5,126 4,482
c. Payable to gratuity trust (see note 2.40) - 400
d. Other payables - statutory liabilities 710 803
10,827 11,889
Particulars for the year for the year
ended ended
31 March 2019 31 March 2018
2.26 incoMe fRoM softwaRe pRoDucts anD seRVices
Software products and services (see note 2.39)
- Sale of products 38,327 32,609
- Sale of services 10,076 8,572
48,403 41,181
2.27 otheR incoMe

a. Interest income on
- Deposits with banks 275 296
- Tax free bonds 646 619
- Debentures - 33
- Non- current trade receivable 47 67
- Fixed maturity plan 435 331
- preference shares 284 423
- others 21 19
b. Interest income on Income tax refund 43 64
b. Dividend income from
- Current, non trade investments 730 832
- Non-current, non trade investment 57 125
c. Net gain on sale of investments
- Non-current, non trade investment 9 (4)
d. MTM gain or (loss) on mutual funds - 39
- Current, non trade investments 11 -
- Non-current, non trade investment 347 -
e. - Gain / (Loss) on exchange fluctuation (262) 3
f. Other non-operating income
- Provisions written back
- Net profit on sale of property, plant and equipment 34 -
- Premium on Forward Contracts 42 -
- Miscellaneous income 29 25
2,748 2,872

230

ended ended
31 March 2019 31 March 2018
2.28 eMployee benefits expense -

a. Salaries and wages 28,815 25,418
b. Contribution to provident and other funds 1,456 1,237
c. Gratuity expense (see note 2.40) 325 551
d. Staff welfare expenses 757 491
31,353 27,697
2.29 opeRating anD otheR expenses

a. Outsourced technical service expense 566 706
b. Cost of software purchased for delivery to clients 235 249
c. Power and fuel 464 470
d. Rent (see note 2.32) 842 794
e. Repair and maintenance
- Buildings 92 78
- Others 395 318
f. Insurance 48 53
g. Rates and taxes 24 106
h. Travel expenses 1,900 1,531
i. Advertisement, business development and promotion 217 143
j. Legal and professional 1,024 706
k. Directors remuneration 129 121
l. Conveyance 209 204
m. Communication 249 257
n. Training and recruitment 363 355
o. Net loss on sale of fixed assets/discarded assets - 3
p. Conference, exhibition and seminar 217 159
q. Information technology expenses 797 637
r. Provision for doubtful debts/advances/other current assets 40 37
s. Provision for impairment of Investment 601 -
t. Commission to channel partners 195 116
u. Expenditure on Corporate Social Responsibility (see note 2.43) 102 111
v. Miscellaneous expenses 416 461
9,125 7,615
Note :
Directors Remuneration includes :
Non Executive Directors
a Commission 85 71
b. Sitting fees 44 50
129 121
2.30 finance cost

a. Bank charges 51 50
b. Interest on short term borrowings - 1
51 51

2.31 financial instruments
a) Financial Instruments by category
The carrying value and fair value of financial instruments by categories of 31 March 2019 were as follows:
Particulars Amortised Financial assets/ financial total total fair level 1 level 2 level 3
cost liabilities at fair assets/liabilities carrying value
value through at fair value value
profit or loss through oci
Assets:
Equity Instruments - - 870 870 870 870
Tax free bonds 8,737 - - 8,737 9,007 9,007
Debentures - - - - -
Preference shares 3,009 2,686 - 5,694 6,051 3,365 2,686
Loans (2.4 and 2.13) 35 - - 35 35
Other financial assets (2.5 and 2.14) 435 - 183 617 617
34,029 23,422 1,053 58,502 59,131
Liabilities:
Trade payables (2.21) 1,226 - - 1,226 1,226
Other financial liabilities (2.18 and 2.22) 4,449 - - 4,449 4,449
5,675 - - 5,675 5,675

231

The carrying value and fair value of financial instruments by categories of 31 March 2018 were as follows:
232
Particulars Amortised Financial assets/ financial total total fair level 1 level 2 level 3
cost liabilities at fair assets/liabilities carrying value
value through at fair value value
profit or loss through oci
Assets:
Equity Instruments - - 864 864 864 864
Tax free bonds 8,713 - - 8,713 9,094 9,094
Debentures - - - -

Preference shares 5,699 - 5,699 5,683 5,683
Trade receivables (2.3 and 2.10) 8,178 - - 8,178
Loans (2.4 and 2.13) 39 - - 39
Other financial assets (2.5 and 2.14) 1,174 - - 1,174
38,006 16,149 864 55,019 45,976

Liabilities:
Trade payables (2.21) 5,406 - - 5,406 5,406
Other financial liabilities (2.18 and 2.22) 117 - - 117 117
5,523 - - 5,523 5,523
The carrying amount of current trade receivables, short term loan, current security deposit, trade payables, current financial liabilities, other bank balances and cash and cash
equivalent are considered to be same as their fair values, due to their short-term nature.
The fair value of non-current trade receivables, long term loan , non -current security deposit and non-current financial liabilties were calculated based on cashflows
discounted using a transition date lending rate as there is no material change in the lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the
inclusions of unobservable inputs including counterparty credit risk.
233
fair value hierarchy
level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:
a) the use of quoted market prices or dealer quotes for similar instruments.
b) for forward exchange contracts, the fair value is determined using quoted forward exchange rates at the reporting date.
c) the fair value of remaining financial instruments is determined using discounted cash flows method.
Reconciliation table : Level 3 Investments

ended ended
31 March 2019 31 March 2018
Opening balance - -
Purchases 2,000 -
Reclassification from amortised cost to FVTPL 512 -
Net change in Fair Value (recognized in profit or loss) 173 -
2,685 -
b) financial risk management
The Group's activities expose it to a variety of financial risks arising from financial instruments
- Market risk,
- Credit risk and
- Liquidity risk
Risk Management Committee (RMC) is responsible for identification and review of risks and mitigation plans. The Committee meets on
a quarterly basis for identification and prioritization of risks. RMC conducts risk survey with the senior and middle level management of
the Company to identify risks and rate them appropriately. Top risks are identified and remaining are categorized as other risks. The RMC
then places updates to the Board on a quarterly basis, on key risks facing the Company, along with their mitigation plans.
i) Market risk
a) Currency risk
The Group's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial
performance. The primary market risk to the Company is foreign exchange risk. . The Group's exposure to credit risk is influenced mainly
by the individual characteristic of each customer and the concentration of risk from the top few customers.
The Group operates internationally and a major portion of the business is transacted in several currencies and consequently the Group
is exposed to foreign exchange risk through its sales and services and purchases from overseas suppliers in various foreign currencies.
The Group holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes
in exchange rates on foreign currency exposures. The exchange rate between the rupee and foreign currencies has changed substantially
in recent years and may fluctuate substantially in the future. Consequently, the results of the Group’s operations are adversely affected
as the rupee appreciates/ depreciates against these currencies.
The Group’s risk management policy is to hedge 40% to 55% of its estimated foreign currency exposure in respect of forecast collection
over the following 6 months at any point in time. The group uses forward exchange contracts to hedge its currency risk, most with a
maturity of less than one year from the reporting date. Such contracts are generally designated as cash flow hedges.
The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the
currency, amount and timing of their respective cash flows.

234
The year end foreign currency exposures are given below :

currency as at 31 March 2019 as at 31 March 2018
amount amount in amount in amount in
in foreign currency Rupees foreign currency Rupees
in lacs in lacs in lacs in lacs
Receivable
USD 51 3,516 65 3,340
EURO 1 83 81 82
MYR 20 335 17 15
SGD 0 23 - -
ZAR 6 27 5 102
AED 2 42 18 105
CHF 0 0 69 4
GBP 7 612 92 315
Payable
USD 4 244 94 6,143
EUR 0 2 2 132
MYR 0 4 9 156
GBP 0 10 1 104
AED 4 68 2 41
PHP 2 3 5 6
IDR 2,416 12 109 1
SAR 0 2 0 4
For the year ended 31 March 2019 and 31 March 2018 10% depreciation / appreciation in the exchange rate between the Indian
rupee and Foreign currencies, would have affected the Company's incremental profit by ` 429 lacs and ` 353 lacs respectively.
'Sensitivity analysis is computed based on the changes in the income and expenses in foreign currency upon conversion into functional
currency, due to exchange rate fluctuations between the previous reporting year and the current reporting year.
b) Price risk
(a) Exposure
The Group’s exposure to equity securities and Mutual funds price risk arises from investments held by the Group and
classified in the balance sheet either as fair value through OCI or at fair value through profit or loss.
(b) Sensitivity
The sensitivity of profit or loss in respect of investments in mutual funds and equity instruments (other than subsidiaries)
at the end of the reporting period for +/- 2% change in price and net asset value is presented below:
impact on impact on other
profit before tax components of equity
increase 2%
Mutual funds 415 323 -
Equity instruments (other than subsidiaries) 17 17
Decrease 2%
Mutual funds (415) (323) -
Equity instruments (other than subsidiaries) (17) (17)
Derivative financial instruments

The Group holds derivative financial instruments such as foreign currency forward and option contracts to mitigate the risk of changes
in exchange rates on foreign currency exposures. The counterparty for these contracts is generally a bank or a financial institution.
These derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs
that are directly or indirectly observable in the marketplace.

235
The following table gives details in respect of outstanding foreign exchange forward and option contracts:
Forward contracts
Forward contract outstanding Buy/ as at Equivalent as at Equivalent
sell 31 March 2019 amount in 31 March 2018 amount in
Rupees Rupees
31 March 2019 31 March 2018
In USD ( Amount in USD lacs) Sell 70 4,807 71 4,595
The foreign exchange forward contracts mature within six months. The table below analyzes the derivative financial instruments into
relevant maturity groupings based on the remaining period as of the Balance sheet date
Particulars as at Equivalent as at Equivalent

31 March 2019 amount in 31 March 2018 amount in
Rupees Rupees
31 March 2019 31 March 2018
Not later than one month 13 865 15 978
Later than one month and not later than three months 26 1,764 23 1,466
Later than three months and not later than one year 32 2,179 33 2,151
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness
assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the
hedging instrument is expected to offset changes in cash flows of hedged items.
The following table provides the reconciliation of cash flow hedge reserve for the year ended March 31, 2019:

31 March 2019 31 March 2018
Balance at the beginning of the period 2 156
Gain / (Loss) recognised in other comprehensive income during the period 117 (154)
Balance at the end of the period 119 2
The company offsets a financial asset and a financial liability when it currently has a legally enforceable right to set off the recognized
amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Effects of hedge accounting on financial perfromance

Cash flow hedge- Foreign exchange risk year ended year ended
31 March 2019 31 March 2018
Changes in the value of the hedging instrument recognised in other comprehensive 178 (153)
income profit or (loss), net
Hedge ineffectiveness recognised in profit or (loss) - -
Amount reclassified from cash flow hedging reserve to profit or (loss) (234) 289
The following table provides quantitative information about offsetting of derivative financial assets
Particulars as at 31 March as at 31 March
2019 2018
Gross amount of recognized financial asset/ (financial liabilities) 183 3
Net amount presented in balance sheet 183 3
ii) Credit risk

The Group considers the probability of default upon initial recognition of asset and whether there has been a significant increase
in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk
the Group compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of
initial recognition. It considers available reasonable and supportive forwarding-looking information.
In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than 30
days past due.
A default on a financial asset is when the counter party fails to make contractual payments within 90 days of when they fall due.
This definition of default is determined by considering the business environment in which entity operates and other macro-
economic factors.

236
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure
to the credit risk at the reporting date is primarily from trade receivables amounting to ` 7,113 lacs and ` 8,178 lacs as of 31
March 2019 and 31 March 2018 respectively and unbilled revenue amounting to `.1,667 lacs and ` 1,328 lacs as of 31 March
2019 and 31 March 2018 respectively. Credit risk has always been managed by the Group through credit approvals, establishing
credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the
normal course of business. On account of adoption of Ind AS 109, the Group uses expected credit loss model to assess the
impairment loss or gain. The Group uses a provision matrix to compute the expected credit loss allowance for trade receivables
and unbilled revenues. The provision matrix takes into account available external and internal credit risk factors such as Group’s
historical experience for customers.
The following table gives details in respect of percentage of revenues generated from top customer and top five customers:
Particulars year ended 31 year ended 31

(in %) (in %)
Revenue from top customer 12.84 14.11
Revenue from top five customers 37.57 37.25
Credit risk exposure

The lifetime expected credit loss on customer balances for the period ended 31 March 2019 is ` 20 lacs and reversal for the year
ended 31 March 2018 was ` 37 lacs.
year ended 31 year ended 31

Balance at the beginning 240 354
Impairment loss recognised/ reversed 21 (36)
Amounts written off (3) (78)
Balance at the end 258 240
Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks and financial institutions with
high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in
mutual fund units, quoted bonds issued by government , preference shares and non convertible debentures.
a) Expected credit loss for loans, security deposits and Investments

as at 31 March 2019
Particulars asset group Estimated Expected Expected carrying
gross probability credit loss amount
carrying of default net of
amount at impairment
default provision
Loss allowance Financial assets for Investment 18,152 0% - 18,152
measured at 12 which credit risk has not at amortised
month expected increased significantly cost
credit loss since initial recogntion Loans to 7 0% - 7
employee
Security 371 0% - 371
deposits
Loss allowance Financial assets for NA NA NA NA NA
measured at life- which credit risk has
time expected credit increased significantly
loss and not credit -impaired
Financial assets for Investment 601 100% (601) -
which credit risk has at amortised
increased significantly cost
and credit -impaired

237
as at 31 March 2018
Particulars asset group Estimated Expected Expected carrying
gross probability credit loss amount
carrying of default net of
amount at impairment
default provision
Loss allowance Financial assets for Investment 19,378 0% - 19,378
measured at 12 which credit risk has not at amortised
month expected increased significantly cost
credit loss since initial recogntion
Loans to 9 0% - 9
employee
Security 295 0% - 295
deposits
Loss allowance Financial assets for NA NA NA NA NA
measured at life- which credit risk has
time expected increased significantly
credit loss and not credit -impaired
Financial assets for NA NA NA NA NA
which credit risk has
increased significantly
and credit -impaired
b) Expected credit loss for trade receivables under simplified approach

as at 31 March 2019
ageing not due 0-90 90-180 180-270 270-360 More More total
days past days past days past days past than 360 than 360
due dues dues dues days past days past
dues dues
Gross carrying amount 4,285 2,136 231 155 38 - 526 7,371
Expected credit losses - - - - 27 - 231 258
(Loss allowance provision)
Carrying amount of 4,285 2,136 231 155 11 - 295 7,113
trade receivables (net of
impairment)
as at 31 March 2018
ageing not due 0-90 90-180 180-270 270-360 More total
days past days past days past days past than 360
due dues dues dues days past
dues
Gross carrying amount 5,309 1,892 394 129 277 416 8,418
Expected credit losses (Loss - - - - 27 213 240
Carrying amount of trade receivables 5,309 1,892 394 129 250 203 8,178
(net of impairment)
c) Expected credit loss for Service income accrued but not due under simplified approach
as at 31 March 2019
ageing 0-90 days 90-180 180-270 270-360 More than total
days days days 360 days
Gross carrying amount 1,130 251 192 94 218 1,885
Carrying amount of trade 1,130 251 192 94 - 1,667

238
as at 31 March 2018
ageing 0-90 days 90-180 180-270 270-360 More than total
days days days 360 days
Carrying amount of trade 939 214 101 74 - 1,328
iii) Liquidity risk

The Group’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The
company has no outstanding bank borrowings. The company believes that the working capital is sufficient to meet its current
requirements. Accordingly, no liquidity risk is perceived.
As of 31 March, 2019 the Group had a working capital of ` 19,073 lacs including cash and cash equivalent of ` 4,452 lacs and
current investment of ` 17,606 lacs (31 March 2018 ` 14,025 lacs including cash and cash equivalents of ` 4,228 lacs and current
investments of ` 14,542 lacs).
Particulars less than 1 year 1-2 years total

Other financial liabilities 4,410 39 4,449
Particulars less than 1 year 1-2 years total

Other financial liabilities 26 91 117
c) Capital Management
The Group’s objectives when managing capital are to:
- Safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for
other stakeholders and
- Maintain an appropriate capital structure
The Board of Directors has the primary responsibility to maintain a strong capital base and reduce the cost of capital through prudent
management in deployment of funds and sourcing by leveraging opportunities in domestic and international financial markets so as
to maintain investors, creditors & markets’ confidence and to sustain future development of the business. The Board of Directors
monitors the return on capital, which the Company defines as result from operating activities divided by total shareholders’
equity.
The Group monitors capital, using a medium term view of three to five years, on the basis of a number of financial ratios generally
used by industry and by the rating agencies. The Group is not subject to externally imposed capital requirements.
The Group monitors capital using gearing ratio which is adjusted net debt divided by total equity. Adjusted net debt comprises of long
term and short term liabilities less cash and cash equivalent. Equity includes equity share capital and reserves that are managed as
capital. The gearing ratio at the end of the reporting periods was as follows:
as at as at 31 March
31 March 2019 2018
Total Liabilities 17,682 18,598
Less: Cash and cash equivalents 4,452 4,228
Adjusted debt 13,230 14,370
Adjusted net debt to equity ratio 26% 31%

239
(i) Risk management
For the purpose of the Group`s capital management, capital includes issued equity capital, share premium and all other equity
reserves attributable to the equity holders of the Company. The primary objective of the Group`s capital management is to
maximise the shareholder value.
The Group manages it capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust
the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders, raise debts or
issue new shares.
(ii) Dividends
Particulars 31 March 2019 31 March 2018

(i) Equity Shares
Final dividend for the year ended 31 March 2018 of ` 8 (31 March 2017 of ` 5) 2,323 1,619
Per fully paid up
(ii) Dividends not recognised at the end of reporting period 2,614 2,323
The Board of Directors on April 23, 2019 have recommended a payment of Final Dividend of ` 9 per share (on equity share of
par value of ` 10 each) for the year ended March 31, 2019. The payment is subject to approval of shareholders at the ensuing
AGM. The final dividend paid in previous year was ` 8 per share.
2.32 opeRating lease

Obligations on long-term, non-cancellable operating leases
The Group has acquired office premises under cancellable and non-cancellable operating lease. Operating lease rentals paid during
the year ended 31 March 2019 is ` 842 lacs (Year ended 31 March 2018 : ` 794 lacs). The future minimum lease payments in respect
of non-cancellable leases is as follows:
31 March, 2019 31 March, 2018
Lease obligations payable
a. Not later than 1 year 364 214
b. Later than 1 year but not later than 5 years 394 230
c. Later than 5 years - -
758 444
2.33 Contingent liabilities & commitments (to the extent not provided for)
a. Contingent liabilities
Claims against the Group not acknowledged as debts - 69
b. capital commitments
Estimated amount of contracts remaining to be executed on capital account and not 93 30
provided for in the books of account (net of advances).
c. other commitments
i The Company is committed to provide financial support to its subsidiary companies, as and when required.
ii The Group does not have any pending litigations which would impact its financial position.
iii The Group does not have any long-term contracts including derivative contracts for which there were any material foreseeable
losses.
2.34 Auditors Remuneration (excluding tax) (Refer note below)

31 March, 2019 31 March, 2018
a. As auditors 97 80
b. For other services 9 8
c. Reimbursement of expenses - 5
Note :
Includes payments to other auditors ` 35 lacs ( year ended 31 March, 2018, 106 93
` 22 Lacs)

240

31 March, 2019 31 March, 2018
2.35 earnings per share

a. Profit after taxation available to equity shareholders (Rupees in lacs) 7,454 6,255
b. Weighted average number of equity shares used in calculating basic 2,90,40,724 3,05,61,102
earnings per share (Numbers)
c. Effect of dilutive issue of shares - -
d. Weighted average number of equity shares used in calculating diluted 2,90,40,724 3,05,61,102
earnings per share
e. Basic earnings per share (Rupees) 25.67 20.47
f. Diluted earnings per share (Rupees) 25.67 20.47
2.36 RelateD paRty tRansactions
Key managerial personnel:
- Vishnu R Dusad (Managing Director)
- Mark McCoy (Director, Subsidiary Company)
- Thomas Zachariah (Director, Subsidiary Company) (w.e.f 17 March, 2016)
- Yasmin Javeri Krishan (Director, Subsidiary Company) (w.e.f 22 February, 2016)
Enterprise over which KMP or Directors are able to exercise significant influence
- Avon Solutions and Logistics Private Limited (w.e.f 17 March, 2016)
- Pelican Legal Solutions Private Limited
- Nucleus Software Foundation (see note 2.42)

a. Salary and other benefits to Key managerial personnel
Short-term employee benefits 563 442
Contribution to provident and other funds 24 20
- Vishnu R Dusad (Managing Director)
- Mark McCoy (Director, Subsidiary Company)
- Thomas Zachariah (Director, Subsidiary Company)
- Yasmin Javeri Krishan (Director, Subsidiary Company)
b. Expenditure on Corporate Social Responsibility
- Nucleus Software Foundation 102 111
c. Communication Expenses
- Avon Solutions & Logistics Pvt Ltd 24 23
d. legal and professional
Pelican Legal Solutions Private Limited 24 24
Terms and conditions
All transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions and within the
ordinary course of business. Outstanding balances at the year end are unsecured and settlement occurs in cash
2.37 Research and development expenditure

Revenue Expenditure 3,106 2,913
The Company had been accorded initial recognition for the in-house Research and Development (R&D) unit by the Department of
Scientific and Industrial Research (DSIR) for its R&D center at Noida effective 31 December, 2012 which was valid till 31 March, 2015.
The Company further received renewal of recognition for its R&D center for three years starting from 1 April 2015 till 31 March 2018
and subsequently from 1 April 2018 till 31 March 2021.

241
2.38 Segment reporting – Basis of preparation

a. Segment accounting policies
The Segment reporting policy complies with the accounting policies adopted for preparation and presentation of financial
statements of the Company and is in conformity with Ind AS 108. The segmentation is based on the geographies of Company’s
customers and internal reporting systems. Based on the “management approach” as defined in Ind AS 108, the Chief Operating
Decision Maker (CODM) evaluates the company`s performance and allocates resources based on an analysis of various
performance indicators by geographical segments.
b. Composition of reportable segments
The Group operates in seven main geographical segments: India, Far East, South East Asia, Europe, Middle East, Africa and
Australia which represent the reportable segments. These segments are based on location of customers of the Company.
Income and direct expenses in relation to segments are categorised based on items that are individually identifiable to that
segment, while the remainder of the costs are categorised in relation to the associated turnover and/or man months. Certain
expenses such as depreciation, which form a significant component of total expenses, are not specifically allocable to specific
segments as the underlying services are used interchangeably across geographies. The Company believes that it is not practicable
to provide segment disclosures relating to those costs and expenses, and accordingly these expenses are separately disclosed as
“unallocated” and directly charged against total income.
Segment assets and liabilities represent the net assets and liabilities of that segment. All the fixed assets of the Company
are located in India. These have not been identified to any of the reportable segments, as these are used interchangeably
between geographical segments . Other items which are not directly attributable to any particular segment and which cannot
be reasonably allocated to various segments are consolidated under “Unallocated” head.
Information in respect of reportable segments being geographies
The profit and loss for reportable primary segment is set out below:
a. for the year ended 31 March, 2019

Description india far east south europe Middle africa australia others total
east asia east
Expenses 7,146 3,964 9,666 3,221 4,693 823 614 354 30,479
segment result 7,752 2,351 1,623 1,828 2,934 1,331 327 (222) 17,924
expenditure
Operating profit before tax 6,881
Other income 2,748
Profit before tax 9,629
Tax Expense
Net deferred tax credit (153)
2,175
b. for the year ended 31 March, 2018

east asia east
Expenses 6,283 3,693 7,945 3,058 3,801 469 618 430 26,297
segment result 6,383 2,523 1,045 1,153 2,410 635 454 281 14,884
expenditure
Operating profit before tax 5,114
Other income 2,872

242

east asia east
Profit before tax 7,986
Tax Expense
Net deferred tax credit 220
1,731
Revenue from top customers, who are contributing more than 10% of total revenue, are presented segmentwise as follows:
east asia east
for the year ended 31 March, 2019
Revenue from operations - 6,214 - 5,010 - - - - 11,224
for the year ended 31 March, 2018

Revenue from operations - 5,810 - 4,057 - - - 217 10,084
Assets and liabilities of reportable primary segment are as follows:

a. as at 31 March, 2019
east asia east
Segment assets 3,800 1,376 4,519 734 1,508 415 116 334 12,802
Total assets 68,537
Segment liabilities 5,603 673 4,433 1,072 3,389 1,395 310 43 16,918
liabilities
capital employed 50,855
b. as at 31 March, 2018
east asia east
Segment assets 4,201 1,751 3,583 553 1,277 898 74 370 12,707
Total assets 64,728
Segment liabilities 6,212 812 4,921 953 2,722 1,271 314 34 17,239
liabilities

243
A listing of capital expenditure, depreciation and other non-cash expenditure of the reportable primary segment are
set out below:
east asia east
Capital expenditure 884 0 8 - - - - - 892
Depreciation and 986 1 5 - - - - - 992
amortisation expenditure
Segment non-cash expense 50 (8) 3 3 (8) - - - 40
Total non cash expenditure 50 (8) 3 3 (8) - - - 40

east asia east
Capital expenditure 722 6 7 - - - - - 735
Depreciation expenditure 678 3 22 - - 1 - - 704
Segment non-cash expense 30 (6) 1 - 6 6 - - 37
Total non cash expenditure 30 (6) 1 - 6 6 - - 37
Information in respect of secondary segment

Information for business segments
Description products Software total
projects and
services
Revenue 38,327 10,076 48,403
Carrying amount of segment assets 10,137 2,665 12,802
Revenue 32,609 8,572 41,181
Carrying amount of segment assets 10,062 2,645 12,707
Note : The carrying amount of segment assets has been allocated proportionately in ratio of revenue in the related
secondary segment.
2.39 Disaggregation of revenue

The table below presents disaggregated revenues from contracts with customers by geography and products and services . The
Company believe that this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash
flows are affected by industry, market and other economic factors.

244
a. Revenues by geography*
east asia east
a (i) for the year ended 31 March 2019
a (ii) for the year ended 31 March 2018
* Disclosure relating to revenues by geography has been made with respect to location of customers.
b. Revenues in products and services *
Description products other total
services
Revenue 38,327 10,076 48,403
Revenue 32,609 8,572 41,181
Revenue from product comprises of revenue generated from company’s own developed software and from third party software
supplied along with own software. It also includes services such as enhancements to the product, maintenance of the product and
any other related service on the product. Revenue other than the above is categorized under revenue from other services.
2.40 Employee Benefit Obligations

Defined contribution plans
An amount of ` 1,271 lacs for the year ended 31 March, 2019 (Year ended 31 March, 2018 ` 1,131 lacs), have been recognized as an
expense in respect of Group’s contribution for Provident Fund and other funds and ` 8 lacs (Year ended 31 March, 2018 ` 6 lacs) for
Employee State Insurance Fund deposited with the government authorities and has been shown under employee benefit expenses
in the Statement of Profit and Loss.
In relation to the Supreme Court (SC) judgement on provident fund dated 28 February, 2019 there is considerable interpretative
matters including its retrospective implications due to which the impact of the retrospective period cannot be estimated reliably.
Pending further clarity on the subject, the Company has made a provision of ` 22 lakhs for the year ending 31 March 2019.
The Gratuity scheme of the Holding Company and subsidiary companies incorporated in India provides for lump sum payment to
vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days
basic salary payable for each completed year of service or part thereof in excess of 6 months subject to a maximum limit of ` 20 lacs
in terms of the provisions of the Payment of Gratuity Act, 1972. Vesting occurs upon completion of 5 years of service.
Provision in respect of gratuity and compensated absence has been determined using the Projected Unit Credit method, with actuarial
valuations being carried out at the balance sheet date.
The Holding Company and subsidiary companies incorporated in India have made contributions to their respective employees Group
Gratuity Assurance Scheme, which has made further contributions to Employees Group Gratuity Scheme of Life Insurance Corporation
of India.
Reconciliation of opening and closing balances of the present value of the defined benefit obligation as on 31 March, 2019 :

31 March 2019 31 March 2018
a. Change in defined benefit obligations (DBO)
Obligation at beginning of the year 2,318 1,787
Interest cost 154 111
Remeasurement due to: - -
Actuarial loss/(gain)arising from change in financial assumptions 63 (57)
Actuarial loss/(gain)arising from change in demographic assumptions 7 -
Actuarial loss/(gain)arising on account of experience changes 81 29
Obligation at year end 2,840 2,318

245

31 March 2019 31 March 2018
b. change in plan assets
Plan assets at year beginning, at fair value 1,899 1,545
Expected return on asset plan 131 102
Contributions by employer 959 326
Remeasurement due to : - -
Actuarial return on plan assets less interest on plan assets 24 14
Plan assets at year end, at fair value 2,928 1,899
c. Net asset / (liability) recognised in the Balance Sheet

Present value of defined benefit obligation 2,840 2,318
Fair value of plan assets 2,928 1,899
Funded status- Surplus/ (Deficit) 88 (419)
Unrecognised past service costs - -
Net liability recognised in the Balance Sheet 88 (419)
d. Expected employer's contribution next year 210 210
e. Expense recognised in Profit or Loss

31 March 2019 31 March 2018
Interest cost 23 15
Net gratuity cost 325 551
f. Remeasurements income recognised in other comprehensive income:

31 March, 2019 31 March, 2018
Actuarial (gain) loss on defined benefit obligation 127 (28)
Return on plan assets excluding interest income (24) (14)
103 (42)
Actuarial assumptions for gratuity and
long-term compensated absences
g. Economic assumptions : as at as at
31 March 2019 31 March 2018
Discount rate 7.00% 7.40%
Salary escalation rate 8.00% 8.00%
Expected return on plan assets 8.00% 8.00%
Discount rate:
The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet date for the
estimated term of the obligations.
Salary escalation rate:
The estimates of future salary increases considered takes into account the
inflation, seniority, promotion and other relevant factors.
Expected return on plan assets:
The expected rate of return on plan assets is determined after considering several applicable factors such as the composition of
the plan assets, investment strategy, market scenario, etc.

246

31 March 2019 31 March 2018
h. Demographic assumptions
Retirement age 58 years 58 years
Mortality table IALM Mortality IALM Mortality
(2006-08) (2006-08)
i. Withdrawal rates Ages - Withdrawal Rate (%)

21-50 years - 16%
51-54 years - 2%
55-57 years - 1%
j category of asset
Insurer Managed Funds 2,928 1,899
The company does not invest directly in any property occupied by the company nor in financial security issued by the company.
k. Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding and other assumptions
constant,would have affected the defined benefit obligation by the amount shown below:

31 March 2019 31 March 2018
increase Decrease increase Decrease

Increase/(Decrease) in obligation with 0.5% (118) 131 (54) 57
movement in discount rate
Increase/(Decrease) in obligation with 0.5% 97 (92) 45 (44)

movement in future rate of increase in compensation
levels
2.41 function wise classification of stateMent of pRofit anD loss
31 March 2019 31 March 2018
Income from software product and services 48,403 41,181
Software development expenses 32,564 28,068
Gross Profit 15,839 13,113
Selling and marketing expenses 3,457 3,282
General and administration expenses 4,508 4,013
Operating profit before depreciation 7,874 5,818
Operating profit after depreciation 6,881 5,114
Other income 2,748 2,872
Tax expense:
Net current tax expense 2,328 1,511
Net deferred tax credit (153) 220
2,175 1,731
Profit for the year 7,454 6,255

247
2.42 Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial Statements
to schedule iii to the companies act, 2013
Name of the entity in the net assets, i.e., share in share in other share in total
total assets minus total profit or loss comprehensive income comprehensive
liabilities (net of taxes) income
as % of amount as % of amount as % of amount as % of amount
consolidated in inR consolidated consolidated oci consolidated oci
net assets profit or loss other total
comprehensive comprehensive
income income
Nucleus Software Exports 100.00% 50,855 100.00% 7,454 100.00% 26 100.00% 7,480
Limited (Consolidated)
Parent Co.
Nucleus Software Exports 88.12% 44,815 86% 6,377 0% 17 86% 6,394
Limited
1. Virstra I Technology 2.07% 1,051 -14.60% (1,088) 0.14% 10 -14.46% (1,078)
Services Ltd.
2. Nucleus Software Ltd. 3.52% 1,793 -0.34% (25) 0.00% - -0.34% (25)
3. Avon Mobility Services Pvt. 0.04% 22 -1.69% (126) -0.01% (1) -1.70% (127)
Ltd.
Foreign Subsidiaries
1. Nucleus Software Inc., USA 0.54% 275 -1.87% (140) 0.00% - -1.87% (140)
2. Nucleus Software Australia 0.12% 62 -6.25% (466) 0.00% - -6.25% (466)
Pty. Limited
3. Nucleus Software 0.04% 19 -0.07% (5) 0.00% - -0.07% (5)
Netherlands B.V.
4. Nucleus Software Japan K.K 1.24% 629 6.64% 495 0.00% - 6.64% 495
5. Nucleus Software Solutions 4.22% 2,146 32.64% 2,433 0.00% - 32.64% 2,433
Pte. Ltd, Singapore
6. Nucleus Software South 0.08% 43 -0.01% (1) 0.00% - -0.01% (1)
Africa Pty. Ltd.
Non-controlling Interests in all - - - - - - - -
subsidiaries
2.43 expenDituRe on coRpoRate social Responsibility

31 March 2019 31 March 2018
Gross amount required to be spent by Group during the year ended 31 March, 2019 119 122
/ 31 March, 2018 :
Amount spent during the year on purposes other than Construction/acquisition of 102 111
any asset
Details of related party transactions:
Nucleus Software Foundation 102 111
2.44 aDDitional DisclosuRes RelateD to consoliDateD financial stateMents

Goodwill on consolidation
31 March, 2019 31 March,
2018
Opening Balance 317 317
Add: On acquisition of subsidiary during the year - -
Less : Impairment expense during the year 250 -

248
On March 17, 2016, the Company has acquired 96% stake in Avon Mobility Solutions Private Limited ('Avon'), a Mobile Technology
Solutions provider for a purchase consideration of ` 192 lacs. The Company has also taken over Avon's net liabilities aggregating to
` 125 lacs. Further, the Company had an option to acquire the remaining 4% shares of Avon as per terms and conditions of share
purchase agreement executed with the shareholders of Avon. The Company has further subscribed during the year ended 31 March
2019, 1,350,000 (previous year 31 March 2018, 300,000) 11% redeemable preference shares of face value of ` 10 per share, for a
minimum tenor of 5 years and maximum tenor of 20 years. Further, during the year ended 31 March 2019, the Company vide share
purchase agreement dated 10 July 2018 exercised the call option and acquired remaining 444 shares in Avon, thereby, now it has
become wholly owned subsidiary of the Company.
The losses applicable to the minority in a consolidated subsidiary exceed minority interest in the equity of the subsidiary.
2.45 The disclosures regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 has not
been made in these financial statements since the requirement does not pertain to financial year ended 31 March 2019.

Sd/- Sd/- Sd/- Sd/-
Manish gupta siDDhaRtha Vishnu R DusaD RaVi pRatap singh
Partner MahaViR achaRya Managing Director CEO & Whole-time
Sd/- Sd/-
Company Secretary
noida noida
23 april 2019 23 april 2019

249
FORM AOC -1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
(Statement containing salient features of the financial statement of subsidiaries)
Part A : Subsidiaries
1 Name of the subsidiary NUCLEUS SOFTWARE AUSTRALIA PTY LTD
2 Reporting period for the subsidiary : 1 April, 2018 to 31 March, 2019
3 Reporting currency and Exchange rate as on the last date of the AUD = INR 49.02
relevant Financial year :
auD inR
4 Share capital 100,000 4,902,000
5 Reserves & surplus 207,123 10,153,169
6 Total assets 418,918 20,535,360
7 Total Liabilities 111,795 5,480,191
8 Investments - -
9 Turnover 964,112 47,260,770
10 Profit/(Loss) before taxation 77,428 3,795,528
11 Provision for taxation 27,546 1,350,308
12 Profit/(Loss) after taxation 49,882 2,445,220
13 Proposed Dividend - -
14 % of shareholding 100% 100%
1 Name of the subsidiary NUCLEUS SOFTWARE NETHERLANDS B.V.
3 Reporting currency and Exchange rate as on the last date of the relevant Financial Euro = INR 77.67
year :
euro inR
4 Share capital 750,000 58,252,500
5 Reserves & surplus (725,389) (56,340,964)
6 Total assets 26,306 2,043,187
7 Total Liabilities 1,695 131,651
8 Investments - -
9 Turnover - -
10 Profit/(Loss) before taxation (6,433) (499,622)
11 Provision for taxation - -
12 Profit/(Loss) after taxation (6,433) (499,622)

250
1 Name of the subsidiary NUCLEUS SOFTWARE INC.
3 Reporting currency and Exchange rate as on the last date of the relevant Financial USD = INR 69.16
year :
usD inR
4 Share capital 350,000 24,206,000
6 Total assets 504,400 34,884,304
7 Total Liabilities 52,171 3,608,146
8 Investments - -
9 Turnover 221,976 15,351,860
10 Profit/(Loss) before taxation 23,802 1,646,146
11 Provision for taxation 1,628 112,592
12 Profit/(Loss) after taxation 22,174 1,533,554
1 Name of the subsidiary NUCLEUS SOFTWARE SOLUTIONS PTE LTD
3 Reporting currency and Exchange rate as on the last date of the relevant Financial SGD = INR 51.04
year :
sgD inR
4 Share capital 625,000 31,900,000
5 Reserves & surplus 3,397,432 173,404,929
6 Total assets 6.857,030 349,982,811
7 Total Liabilities 2,834,598 144,677,882
8 Investments - -
9 Turnover 15,598,891 796,167,397
10 Profit/(Loss) before taxation 1,978,359 100,975,443
11 Provision for taxation 325,254 16,600,964
12 Profit/(Loss) after taxation 1,653,105 84,374,479

251
1 Name of the subsidiary NUCLEUS SOFTWARE JAPAN KABUSHIKI

KAISHA
3 Reporting currency and Exchange rate as on the last date of the relevant Financial JPY = INR 0.6242
year :
Jpy inR
4 Share capital 10,000,000 6,242,000
5 Reserves & surplus 56,527,462 35,284,442
6 Total assets 119,128,740 74,360,160
7 Total Liabilities 52,601,278 32,833,718
8 Investments - -
9 Turnover 437,982,753 273,388,834
10 Profit/(Loss) before taxation 40,908,222 25,534,912
11 Provision for taxation 14,395,612 8,985,741
12 Profit/(Loss) after taxation 26,512,610 16,549,171
1 Name of the subsidiary NUCLEUS SOFTWARE

SOUTH AFRICA PTY. LTD.
3 Reporting currency and Exchange rate as on the last date of the relevant ZAR = INR 4.77
Financial year :
ZaR inR
4 Share capital 612,000 2,919,240
6 Total assets 912,390 4,352,100
7 Total Liabilities 9,842 46,946
8 Investments - -
9 Turnover - -
10 Profit/(Loss) before taxation (21,966) (104,778)
11 Provision for taxation - -
12 Profit/(Loss) after taxation (21,966) (104,778)

252
1 Name of the subsidiary AVON MOBILITY SOLUTIONS PVT. LTD.
inR
3 Share capital 1,11,100
4 Reserves & surplus (26,240,109)
5 Total assets 6,642,526
6 Total Liabilities 32,771,535
7 Investments -
8 Turnover 6,892,043
9 Profit/(Loss) before taxation (13,333,340)
10 Provision for taxation -
11 Profit/(Loss) after taxation (13,333,340)
12 Proposed Dividend -
13 % of shareholding 100%
1 Name of the subsidiary NUCLEUS SOFTWARE LIMITED
inR
4 Reserves & surplus (852,203)
7 Investments 37,863,449
8 Turnover 10,624,278
9 Profit/(Loss) before taxation 5,829,400
10 Provision for taxation 144,863
11 Profit/(Loss) after taxation 5,684,537

253
1 Name of the subsidiary VIRSTRA I-TECHNOLOGY SERVICES

LIMITED
inR
4 Reserves & surplus 111,866,831
7 Investments 84,356,828
8 Turnover 134,277,107
9 Profit/(Loss) before taxation 39,408,344
10 Provision for taxation 10,472,830
11 Profit/(Loss) after taxation 289,35,514
Sd/- Sd/- Sd/-

siDDhaRtha MahaViR achaRya Vishnu R DusaD RaVi pRatap singh
Chairman Managing Director CEO & Whole-time
Director
Sd/- Sd/-
noida Chief Financial Officer AVP (Secretarial) &
april 23, 2019 Company Secretary

254
shareholders’ Referencer
a. corporate - The Company had 16,446 shareholders as on March 31, 2019.

- Nucleus was incorporated in New Delhi in 1989 as Nucleus - The Company has not issued any GDRs/ADR.
Software Exports Private Limited, as per the Indian Companies
- The Company launched ESOP (2015) scheme during FY 2014-15
Act, 1956. The Company became a Public Limited Company in
via trust route. There are no options granted under the scheme
1994.
as on March 31, 2019.
- The Company made an IPO in August 1995. 1,168,900 equity e. Dividend Related Data
shares, face value ` 10/-each were issued to Indian public at
a premium of `` 40/- per share and 331,500 equity shares, i. Dividend policy
face value ` 10/-each, were issued to Non Resident Indians at a The Dividend Policy of your Company stipulates a dividend
premium of ` 50/- per share. payout in the range of 15-30% of the profits available for
- History of Bonus issues at Nucleus is as follows: distribution, subject to:
a) Provisions of The Companies Act, 2013 and other
allotment Date Ratio no. of shares applicable laws, and
September 24, 1994 60:1 876,000 b) Cash flows of the Company
December 27, 1994 57:100 576,270 The Board of Directors reviews the Dividend Policy
October 22, 2001 1:2 2,637,050 periodically.
August 10, 2004 1:1 8,045,406 ii. Dividend Recommended for FY 18-19
August 8, 2007 1:1 16,182,312 The Board of Directors recommended a Final Dividend
of ` 9/- per share on equity share capital (90% on equity
- The Company’s Registered Office is situated at 33-35, Thyagraj share of par value of ` 10/-) at their meeting held on April
Market, New Delhi-110003, India and Corporate office at A-39, 23, 2019. The payment is subject to the approval of the
Sector 62, Noida 201 301, India. shareholders at the ensuing Annual General Meeting of the
B. Preferential Issue Company.
iii. Dividend history
The Company had allotted 1,875,500 equity shares of ` 10/-
each on preferential basis to the promoter/associates and The Dividend declared and paid in the previous financial
permanent employees of the Company at a price of ` 103.15/- years is given below:
per share inclusive of share premium on June 22, 2001.
financial year Dividend
C. Buyback of Equity Shares Percentage Per Share Pay out
(%) (in `) (In ` crore)
During FY 2017-18, the Company completed the Buyback of
2017-18 80% 8.00 23.23
3,343,000 equity shares from the existing shareholders /beneficial
2016-17 50% 5.00 16.19
owners holding Equity Shares through the “Tender Offer” route at
2015-16 50% 5.00 16.19
a price of ` 350/- per equity share payable in cash, aggregating to
2014-15 50% 5.00 16.19
` 117.00 crores.
2013-14 60% 6.00 19.44
The Buyback size was 24.83% of the aggregate Paid-up equity
2012-13 30% 3.00 9.72
share capital and Free Reserves of the Company as per the
Audited Standalone accounts for the Financial year ended 2011-12 25% 2.50 8.10
March 31, 2017. The Extinguishment of Shares was completed 2010-11 25% 2.50 8.10
by September 14, 2017. 2009-10 25% 2.50 8.10
D. share Related Data 2008-09 25% 2.50 8.09
- Shares of Nucleus are listed on The National Stock Exchange of 2007-08* 30% 3.00 9.71
India Limited and BSE Ltd. 2006-07 35% 3.50 5.64
- Scrip Code of Nucleus on NSE is NUCLEUS and on BSE is 531209. 2005-06 35% 3.50 5.64
The Company’s shares are traded in “Group B” category at the 2004-05* 25% 2.50 4.02
BSE Ltd. 2003-04 25% 2.50 2.01
- International Securities Identification Number (ISIN code- NSDL 2002-03 20% 2.00 1.58
and CDSL) is INE096B01018. 2002-03 20% 2.00 1.58
- Face value of the Company’s equity shares is ` 10. 2000-01 20% 2.00 0.68
- Shares of the Company are compulsorily traded in demat form. * The dividend payout in 2004-05 and 2007-08 was on the
enhanced capital consequent to 1:1 bonus issue made during the
- 99.77% of the Company’s equity shares are in demat form. respective years.

255
The Board had not recommended any Dividend prior to Karvy fintech pvt. ltd.
financial year 2000-2001. Karvy Selenium Tower B, Plot number 31 & 32,
iv. Investor Education & Protection Fund (IEPF) Financial District, Nanakramguda, Serilingampally Mandal,
Hyderabad – 500032, India
As per Section 124(5) and 124(6) of the Act read with
the IEPF Rules as amended, any dividend which remains Tel: 040-23420815-18
unpaid or unclaimed for a period of seven years , shall be Fax: 040-23420814
transferred by the Company to the IEPF fund. E-mail: mailmanager@karvy.com
Also all shares in respect of which dividend has remained f. stock Market Data
unpaid/unclaimed for seven consecutive years or more i. bse ltd.
are required to be transferred to an IEPF Demat Account. Monthly open, close, high and low quotations and volume
The Company has sent notice to all the members whose of the Company’s shares traded at BSE Ltd. during the year
Dividends are lying unpaid / unclaimed against their name
2018-19
and also those members whose dividends are lying unpaid/
unclaimed for seven consecutive years or more. Month bse
Members are requested to claim the same on or before open High (Rs.) Low (Rs.) close traded Qty
the respective dates as mentioned in the reminder Apr-18 406.55 505.00 405.00 487.85 153,941
letters. In case the dividends are not claimed by the said
May-18 494.00 510.00 371.10 385.20 139,610
date, necessary steps will be initiated by the Company
to transfer such dividend and/or shares without further Jun-18 385.85 387.85 330.60 366.75 64,358
notice. No claim shall lie against the Company in respect Jul-18 365.00 410.90 337.10 345.70 143,177
of the shares so transferred to IEPF Demat Account.
In the event of transfer of shares and the unclaimed Aug-18 346.50 466.00 346.05 454.50 228,014
dividends to IEPF, members are entitled to claim the Sep-18 456.60 462.00 350.20 362.90 140,800
same from IEPF Authority by submitting an online
application in the prescribed Form IEPF-5 available on the Oct-18 369.05 396.30 344.00 386.60 62,173
website www.iepf.gov.in and sending a physical copy of the Nov-18 389.00 398.60 357.80 377.95 47,689
same duly signed to the Company along with the requisite
documents enumerated in the Form IEPF- 5. Dec-18 377.70 385.50 364.00 378.05 17,841
Jan-19 377.30 385.05 343.55 354.70 11,283
Unclaimed dividends for the financial years, 2001-2002,
2002-03, 2003-04, 2004-05 2005-06, 2006-07, 2007-08, Feb-19 354.50 365.00 316.10 340.00 17,858
2008-09, 2009-10 and 2010-11 have been transferred to
Mar-19 343.45 369.20 325.00 338.90 32,736
the IEPF.
total shares traded 1,059,480
The dates for declaration of dividend for each financial year
and due dates for transfer to IEPF Account is mentioned ii. National Stock Exchange of India Ltd.
herein below: Monthly open, close, high and low quotations and volume
of the Company’s shares traded at National Stock Exchange
financial year Date of last date for Due date for of India Ltd. during the year 2018-19
Declaration of claiming unpaid transfer to iepf
Dividend Dividend nse
Month
open High (Rs.) Low (Rs.) close traded Qty
2011-12 (Final) July 11, 2012 July 10, 2019 August 09, 2019
Apr-18 403.35 506.00 403.35 487.10 1,113,593
2012-13 (Final) July 10, 2013 July 09, 2020 August 08, 2020 May-18 491.70 500.00 370.00 385.50 683,928
Jun-18 384.70 398.70 335.10 368.10 490,510
Jul-18 368.00 410.30 337.65 345.55 1,011,405
2014-15 (Final) July 08,2015 July 07, 2022 August 06, 2022 Aug-18 347.95 465.00 345.90 456.80 1,750,166
Sep-18 459.80 462.00 354.75 365.30 1,141,744
2015-16 (Interim) March 16, 2016 March 15,2023 April 14, 2023 Oct-18 375.00 405.05 343.05 388.10 4,78,907
Nov-18 386.50 399.60 355.15 378.00 4,90,104
Dec-18 381.40 386.45 364.40 378.30 2,36,413
2017-18 (final) July 02, 2018 July 01, 2025 June 30, 2025 Jan-19 376.40 385.00 341.05 355.30 1,74,557
Shareholders who have not encashed their dividend Feb-19 347.00 362.20 315.40 338.35 332,854
warrant(s) relating to one or more of the financial year (s) Mar-19 341.75 368.15 322.40 339.90 311,396
are requested to claim such dividend from Registrars of the total shares traded 8,215,577
Company at the following address:

256
Notes: h. investors’ services

1. The highest share price of the Nucleus scrip at BSE was i. Details of request/complaints received during the year
` 510.00 in May 2018 and the lowest share price was 2018-19:
` 316.10 in Feb 2019.
nature of No. of complaints/requests
2 The highest share price of the Nucleus scrip at National complaints /
Stock Exchange was ` 506.00 in April 2018 and the Received Resolved pending at
requests during the during the the year
lowest share price was ` 315.40 in Feb 2019.
year year end
iii. Quarterly high-low price history of the Company’s share
for the year 2018-19 Non- Receipt of 22 22 Nil
Dividend Warrant
(Share Price in `) Duplicate/ 06 06 Nil
nse bse Revalidation of
Dividend warrants
high Low high Low
Issue of duplicate 04 04 Nil
During Quarter ended share certificates
June 30, 2018 506.00 335.10 510.00 330.60 Non receipt of 01 01 Nil
share certificate
September 30, 2018 465.00 337.65 466.00 337.10
Non-Receipt of 03 03 Nil
December 31, 2018 405.05 343.05 398.60 344.00 Annual Report
March 31, 2019 385.00 315.40 385.05 316.10 The Company has attended to most of the investor’s
grievances/correspondence within a period of 7-10 days
g. Financial Reporting to the Shareholders from the date of receipt of the same, during the year
i Quarterly/Annual Results 2018-19
• The Company releases Quarterly Report for each ii. Registrars of company
quarter (except fourth quarter) in the form of soft The communication regarding share certificates,
copy and is uploaded on the Company’s website dividends, de-materialization of physical shares and
www.nucleussoftware.com. This ensures prompt change of address may be addressed to the Registrars
information to the shareholders and also contributes of the Company at the address as given earlier in this
in saving paper thus saving trees and making the Shareholders’ Referencer.
planet greener.
iii. share transfer system
These reports contain audited financials of the parent
Company along with the Auditors Report thereon; The Company’s shares are currently traded in
Unaudited consolidated financials of the Company dematerialised form; transfers are processed and approved
and subsidiaries and a detailed analysis of results in the electronic form by NSDL/CDSL through their
under “Management’s Discussion and Analysis”. Depository Participants.
• The Company communicates quarterly/annual The Company obtains from a Company Secretary in practice
financial results via email to all its shareholders who half-yearly certificate of compliance with the share transfer
have valid e-mails ids registered with their Depository formalities as required under Regulation 40 (9) of the SEBI
Participants (DP). (LODR) Regulations, 2015 and files a copy of the certificate
with the Stock Exchanges
• The Company sends an instant email alert of the
quarterly/annual financial results, to all persons who iv. Dematerialization of Shares and Liquidity
get themselves registered on the Company’s website. The Company shares are tradebale compulsorily in
• Earnings conference calls are conducted after the Electronic form. Through Karvy Fintech Pvt. Ltd.,
announcement of quarterly/annual financial results Registrar and Share Transfer agents, we have established
wherein the Management updates the investor connectivity with both the depositiories i.e. National
community on the progress made by the Company Securities Depository Ltd. (NSDL) and Central Depository
and also answers their queries. The audio as well as Services Ltd. (CDSL)
the transcript of the call is uploaded on the website All requests for dematerialisation of shares are processed
www.nucleussoftware.com, for public information. and confirmation is given to the respective Depositories
• The Company publishes official news releases within 15 days.
and they are also uploaded on the website www. The Company has De-materialised 28,974,605 shares
nucleussoftware.com. (99.77%) of the paid up share capital) as at March 31, 2019.
The Company uses a wide array of communication
To enable us to serve our investors better, we request
tools including face-to-face, online and offline
our shareholders whose shares are in physical mode to
channels to ensure that information reaches all the
dematerliaze their shares and update their bank accounts
stakeholders in their preferred medium.
with the respective depository participants.

257
v. investor service and grievance handling Mechanism Regulations, 2015, the designated e-mail address for
The largest Registrar in the country, Karvy Fintech Private investor complaints is investorrelations@nucleussoftware.
Ltd., handles all share related transactions viz. transfer, com
transmission, transposition, nomination, dividend, change
vii. Reconciliation of Share Capital
of name/address / signature, registration of mandate /
Power of attorney, replacement/split consolidation of A qualified practising Company Secretary carries out
share certificates / demat/ remat of share issue of duplicate Secretarial Audit every quarter to reconcile the total
certificates etc. admitted capital with National Securities Depository
Report on shareholders’ requests/grievances received and Limited (NSDL) and Central Depository Services (India) Ltd.
resolved is placed before the Stakeholder Relationship and the total issued and listed capital. The audit confirms
Committee. that the total issued / paid up capital is in agreement with
Investors are requested to correspond directly with the aggregate total number of shares in physical form and
Karvy, on all share related matters. The Company has an the total number of dematerialised shares held with NSDL
established mechanism for investor service and grievance and CDSL.
handling with Karvy and the Compliance Office of the
Company. viii. legal proceedings
vi. Designated e-mail Address for Investor Services There is one legal proceeding pending against the Company
In terms of Regulations 13 and 46 of the SEBI (LODR) in Court.
i. shareholding Data
i. Distribution of Shareholding
No. of Equity as on March 31, 2019 as on March 31, 2018

shares held
share holders shares share holders shares
from to (Nos.) % (Nos.) % (Nos.) % (Nos.) %
1 100 10,859 66.03 432,819 1.49 9,821 66.11 378,952 1.30
101 200 1,786 10.86 309,610 1.07 1,599 10.76 267,052 0.92
201 500 1,895 11.52 680,253 2.34 1,666 11.21 572,878 1.97
501 1,000 990 6.02 761,190 2.62 901 6.06 668,293 2.30
1,001 5,000 736 4.50 1,573,749 5.42 694 4.67 1,499,997 5.17
5,001 10,000 85 0.51 581,148 2.00 76 0.52 508,099 1.75
10,001 and above 95 0.56 24,701,955 85.06 99 0.67 25,145,453 86.59
total 16,446 100.00 29,040,724 100.00 14,856 100.00 29,040,724 100.00
99%
1%
Demat
Physical

258
ii. categories of shareholders
category as on March 31, 2019 as on March 31, 2018

share holders Voting Strength shares held share holders Voting Strength shares held
(Nos.) (%) (Nos.) (Nos.) (%) (Nos.)
Promoter and Promoter Group 11 67.59 19,627,866 11 67.59 19,627,866
Individuals/ Clearing Members/
Trusts/Director or Director’s 15,566 18.93 5,496,306 14,124 17.75 5,155,102
Relatives
Bodies Corporate/NBFC
236 2.19 6,38,973 239 2.22 643,731
Registered with RBI/IEPF
NRI’s and Foreign Nationals 582 1.74 5,07,029 431 1.93 559,810
FII’s 47 7.64 2,217,285 48 9.22 2,680,355
Mutual Funds 1 1.27 369,241 1 1.27 369,241
Banks and Financial Institutions 3 0.64 1,84,024 2 0.02 4,619
total 16,446 100.00 29,040,724 14,856 100.00 29,040,724
iii. Shares under Lock-in name Position

There are no shares under Lock in as on March 31, 2019
iv. Share Transfers, Demat and Remat: Parag Bhise Executive Vice President
The details of shares transferred in physical form, Anurag Mantri Senior Vice President
dematerialised and rematerialised during the year ended Anurag Bhatia Senior Vice President
March 31, 2019 are given below:
Harshit Harish Jain Senior Vice President
no. of shares Sudeep Verma Senior Vice President
Transferred in physical form 135
Prathap Reddy Vice President
Dematerialised 11,764
Anil Kumar Vice President
Rematerialised Nil
Ashish Nayyar Vice President
i. Directors, senior Management and employees of the company
Ashwani Arora Vice President
The Directors of the Company and executive officers including of
Subsidiaries, their respective ages and their respective positions Brajesh Khandelwal Vice President
with the Company are as follows: Daragh Patrick O’byrne Vice President
i. Management structure Debyani Sinha Vice President
name Position Dinesh Kumar Verma Vice President
K D Singh Vice President
S. M. Acharya Chairman
Lokesh Chandra Pathak Vice President
Vishnu R Dusad Managing Director
Megha Dalela Vice President
R.P Singh Executive Director
& CEO Pankaj Jain Vice President
Ritika Dusad Non-Executive Director Raj Kumar Srivastava Vice President
Prithvi Haldea Independent Director Rajagopalan Vice President
Venkatraman
Elaine Mathias Independent Director
Rakesh Rawat Vice President
Prof. Trilochan Sastry Independent Director
Ramesh Gopal Vice Presiden
N. Subramaniam Independent Director
Avnish Datt Global Head- Strategy Sanjeev Kulshreshtha Vice President
Pankaj Bhatt Chief Transformation Officer Sarbpreet Singh Anand Vice President
Prakash Purshotam Pai President Financial Inclusion Vijay Kumar Sharma Vice President
Ashish Nanda Chief Financial Officer Manish Arora Vice President
Pradeep Kapoor Global Head – Corporate Affairs Rajeev Sharma Vice President

259
ii. employee structure J. Financial Calendar for the year 2019-20

a) Employee strength globally including employees of (Tentative and subject to change)
subsidiaries
i. Financial Reporting
as at March, 31 2019 2018 First quarter ending June between 15th to
30, 2019 31st of July 2019
no % no %
Second quarter ending between 15th to
Technical Staff 1,825 89 1,635 88 September 30, 2019 31st of October 2019
Non-Technical Staff Third quarter ending between 15th to

including Business 229 11 216 12 December 31, 2019 31st of January 2020
Development Group Year ending March 31, 2020 between 20th to
30th of April 2020
grand total 2,054 100 1,851 100 ii. Annual General Meeting
Gender classification of employees is: Year ending March 31, 2019 July 08, 2019
as at March, 31 2019 2018 Year ending March 31, 2020 July, 2020
iii. Dividend
no % no %
Date of Book Closure for July 02 2019 to
Male 1,526 74 1,365 74 AGM July 08, 2019
(both days inclusive)
Female 528 26 486 26 iv. The fiscal year of Nucleus is from April 1 to March 31.
grand total 2,054 100 1,851 100 K. Shareholder Satisfaction Survey
b) The age profile of employees - Your Company is in constant endeavor to offer better and
prompt services to its shareholders and in an effort to achieve
as at March, 31 2019 2018 this objective, a Shareholder Satisfaction Survey is conducted, to
assess the level of satisfaction among Nucleus shareholders and
no % no % identify areas of strengths and weakness of Nucleus perceived
Between 20 and 1,132 55 1,042 56 by the shareholders.
30 years A Shareholder Satisfaction Survey is conducted through a
shareholder feedback form uploaded on investors section
Between 31 and 631 31 569 31 of the Company website, for online filing. It is our constant
40 years endeavor to provide efficient and prompt services to the
shareholders. responses received through this survey it
Between 41 and 247 12 206 11
help us :
50 years
o to assess the level of satisfaction among Nucleus
51 years and above 44 2 34 2 shareholders and
o identify areas of strengths and weakness of Nucleus as
grand total 2,054 100 1,851 100
perceived by the shareholders.

260
segMent infoRMation anD Ratio analysis

261
Consolidated Segment Information of Nucleus Software Group
(` in crore)
ReVenue by for the year ended March 31,
2019 % of Revenue 2018 % of Revenue
GEOGRAPHICAL SEGMENTS
India 148.98 30.78 126.66 30.76
Far East 63.15 13.05 62.16 15.09
South East Asia 112.89 23.32 89.90 21.83
Europe/ U.K. 50.47 10.43 42.11 10.23
Middle East 76.27 15.76 62.11 15.08
Africa 21.54 4.45 11.04 2.68
Australia 9.41 1.94 10.72 2.60
Rest of the World 1.32 0.27 7.11 1.73
total 484.03 100.00 411.81 100.00
CURRENCY SEGMENT
Indian Rupee 148.98 30.78 126.66 30.76
US $ 179.17 37.02 171.04 41.53
Japanese Yen 24.96 5.16 26.84 6.52
Singapore $ 49.80 10.29 35.17 8.54
Malaysian Ringgit 7.64 1.58 6.13 1.49
Euro 7.01 1.45 12.34 2.99
British Pound 43.11 8.91 9.10 2.21
Swiss Franc 0.34 0.07 0.24 0.06
Australian $ 9.41 1.94 10.72 2.60
AED 9.81 2.02 9.59 2.33
ZAR 3.80 0.78 3.98 0.97
total 484.03 100.00 411.81 100.00
BUSINESS SEGMENT
products 383.27 79.18 326.09 79.18
Own 380.27 78.56 322.88 78.40
Traded 3.00 0.62 3.21 0.78
Projects & Services 100.76 20.82 85.72 20.82
total 484.03 100.00 411.81 100.00

262
Ratio Analysis
consoliDateD peRfoRMance
Particulars 2019 2018 2017 2016 2015
Ratios- Financial Performance
Export Revenue/ Revenue (%) 69.22 69.24 72.93 80.52 84.18
Domestic Revenue/ Revenue (%) 30.78 30.76 27.07 19.48 15.82
Total Operating Expenses/ Revenue (%) 83.73 85.87 85.68 91.34 81.51
Operating Profit/ Revenue (%) 16.27 14.13 14.32 8.66 18.49
Depreciation/ Revenue (%) 2.05 1.71 3.01 3.50 3.39
Other Income/ Revenue (%) 5.68 6.97 8.63 7.19 8.96
Tax/ Revenue (%) 4.49 4.20 2.17 3.27 6.21
Effective Tax Rate - Tax/ PBT (%) 22.59 21.68 10.90 26.00 25.32
PAT from Ordinary Activities/ Revenue(%) 9.72 8.21 9.14 2.12 9.36
PAT from Ordinary Activities/Net Worth(%) 9.25 7.33 6.36 1.59 7.54
Ratios- Return
ROCE (PBIT/ Average Capital Employed) (%) 19.86 16.03 14.87 9.73 20.75
ROANW (PAT/Average Net Worth) (%) 15.37 12.56 13.25 7.20 15.49
Ratios - Balance Sheet
Debt-Equity Ratio - - - - -
Debtors Turnover (Days) 54 72 65 98 87
Asset Turnover Ratio 0.71 0.64 0.56 0.59 0.81
Current Ratio 2.13 1.79 3.07 3.08 3.60
Cash and Equivalents/Shareholders’ funds (%) 50.93 46.60 56.15 53.36 64.16
Cash and Equivalents/ Revenue (%) 53.51 52.20 80.66 70.94 79.64
Depreciation/Gross Carrying Amount(%) 13.83 11.14 20.03 23.81 8.51
Technology Investment/ Revenue (%) 1.26 1.28 0.68 1.34 2.24
Ratios - Growth (YoY)
Growth in Total Revenue (%) 17.54 10.59 6.79 (1.26) 2.00
Growth in Export Revenue (%) 17.50 4.99 (3.27) (5.54) 7.56
Operating Expenses Growth (%) 14.61 10.84 0.17 10.66 2.93
Operating Profit Growth (%) 35.33 9.09 76.66 (53.77) (1.91)
PAT Growth (%) 19.17 (5.47) 103.77 (49.82) 0.58
EPS Growth (%) 25.41 0.18 103.78 (49.82) 0.55
Per- Share Data (Period End)
Earning Per Share from Ordinary Activities (`) 16.20 11.65 10.51 2.28 10.21
Earning Per Share (Including Other Income) (`) 25.67 20.47 20.43 10.03 19.98
Cash Earning Per Share from Ordinary Activities (`) 19.62 14.07 13.97 6.06 13.91
Cash Earning Per Share (Including Other Income) (`) 29.09 23.96 23.90 13.80 23.68
Book Value Per Share (`) 175.12 158.85 165.19 143.17 135.37
Price/Earning (Annualized) 13.24 19.59 12.05 19.29 8.46
Price/ Cash Earning (Annualized) 11.69 16.73 10.30 14.01 7.14
Price/Book Value 1.94 2.52 1.49 1.35 1.25
Dividend Per Share (DPS) 9.00 8.00 5.00 5.00 5.00
Dividend (%) 90 80 50 50 50
Dividend Payout (In ` Crore) 26.14 23.23 16.19 16.19 16.19
Notes:
1. While calculating the consolidated figures of group, inter group transactions have been ignored.
2. Previous year figures have been regrouped/ reclassified wherever necessary.
3. Cash and Equivalents includes cash and bank balances and current investments.

263
glossary
aDR American Depository Receipt

aDM Application Development & Maintenance
bfs Banking & Financial Services
bse Bombay Stock Exchange Ltd.
bpo Business Process Outsourcing
cagR Compound Annual Growth Rate
ceo Chief Executive Officer
cfo Chief Financial Officer
csR Corporate Social Responsibility
Dp Depository Participant
DRf Demat Requisition Form
ebitDa Earnings Before Interest, Taxes, Depreciation and Amortization
ecl Expected Credit Loss
esop Employee Stock Option Plan
eu European Union
faQ Frequently Asked Questions
fVoci Fair value through other comprehensive Income
fVtpl Fair value through Profit or Loss
gDp Gross Domestic Product
gDR Global Depository Receipt
icai Institute of Chartered Accountants of India
icsi Institute of Company Secretaries of India
ipo Initial Public Offer
it Information technology
ites Information Technology Enabled Services
ind as Indian Accounting Standards
ip Intellectual Property
Mca Ministry of Corporate Affairs
MDa Management Discussion and Analysis
MD Managing Director
nasscoM National Association of Software and Services Companies
nse National Stock Exchange of India Ltd.
ngo Non Governmental Organisation
oci Other Comprehensive Income
pDf Portable Document Format
pat Profit After Tax
pbt Profit Before Tax
Rbi Reserve Bank of India
sebi Securities & Exchange Board of India
seZ Special Economic Zone
stpi Software Technology Parks of India

264
CIN : L74899DL1989PLC034594
Regd. Office: 33-35, Thyagraj Nagar Market, New Delhi - 110003. Tel : +91 - 120 - 4031400; Fax : +91 - 120 - 4031672
Email : investorrelations@nucleussoftware.com, Website : www.nucleussoftware.com
NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the Thirtieth Annual General Meeting office for 5 (five) consecutive years on the Board of the Company
(AGM) of the Members of Nucleus Software Exports Limited will for a term w.e.f. July 26, 2019 upto July 25, 2024.”
be held on Monday, the 08th day of July 2019, at 04:00 P.M. at PHD RESOLVED FURTHER THAT the Board of Directors (which term
Chamber of Commerce and Industry, PHD House, 4/2 Siri Institutional shall, unless repugnant to the context or meaning thereof, be
Area, August Kranti Marg, New Delhi - 110 016 to transact the deemed to include a duly authorised ‘Committee’ thereof) be
following business: and is hereby authorised to do and perform all such acts, deeds,
Ordinary Business: matters or things as may be considered necessary, appropriate,
expedient or desirable to give effect to above resolution”
1. Adoption of Financial Statements
5. Re-appointment of Prof. Trilochan Sastry (DIN 02762510) as an
To receive, consider and adopt:
a) the audited financial statements of the Company for the year
To consider and if thought fit, to pass with or without
ended March 31, 2019 including Audited Balance Sheet and
modification(s), the following resolution as SPECIAL RESOLUTION:
Profit and Loss account as on March 31, 2019 along with Cash
Flow Statement on that date together with the reports of “RESOLVED THAT pursuant to recommendation of the Nomination
the Board of Directors and Auditors thereon and and Remuneration/Compensation Committee and approval of the
Board of Directors and pursuant to the provisions of Sections 149,
b) the audited consolidated financial statements of the
152 and other applicable provisions, if any, of the Companies Act,
Company for the financial year ended March 31, 2019.
2013 (“Act”), the Companies (Appointment and Qualifications
2. Declaration of Dividend of Directors) Rules, 2014, read with Schedule IV to the Act and
To declare a final dividend of ` 9 per Equity Share for the financial Regulation 17 and other applicable regulations of the Securities
year ended March 31, 2019 and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”),
3. To re-appoint Ms. Ritika Dusad (DIN 07022867), as a Director as amended from time to time, the approval of the Members
of the Company who retires by rotation and being eligible offer of the Company be and is hereby accorded for re-appointment
herself for re-appointment. of Prof. Trilochan Sastry (DIN 02762510) , Non-Executive and
“RESOLVED THAT pursuant to the provisions of Sec 152 and other Independent Director of the Company, whose current period
applicable provisions of the Companies Act ,2013 , the approval of of office is expiring on July 25, 2019 and who has submitted
the members of the Company , be and is hereby accorded to the a declaration confirming the criteria of Independence under
re-appointment of Ms. Ritika Dusad , as a Non-Executive Director Section 149(6) of the Companies Act, 2013 read with the Listing
of the Company, who retires by rotation and being eligible offers Regulations, as amended from time to time, and who is eligible
herself for reappointment.” for re-appointment for a second term under the provisions of
the Companies Act, 2013, Rules made thereunder and Listing
Special Business :
Regulations, and in respect of whom the Company has received a
4. Re-appointment of Mr. Prithvi Haldea (DIN 0001220 ) as an notice in writing from a Member proposing his candidature for the
Independent Director office of Director pursuant to Section 160 of the Companies Act,
To consider and if thought fit, to pass with or without 2013, as an Independent Non Executive Director of the Company,
modification(s), the following resolution as SPECIAL RESOLUTION: whose term shall not be subject to retirement by rotation, to hold
office for 5 (five) consecutive years on the Board of the Company
“RESOLVED THAT pursuant to recommendation of the for a term w.e.f. July 26, 2019 upto July 25, 2024.”
Nomination and Remuneration/Compensation Committee and
approval of the Board of Directors and pursuant to the provisions RESOLVED FURTHER THAT the Board of Directors (which term
of Sections 149, 152 and other applicable provisions, if any, of shall, unless repugnant to the context or meaning thereof, be
the Companies Act, 2013 (“Act”), the Companies (Appointment deemed to include a duly authorised ‘Committee’ thereof) be
and Qualifications of Directors) Rules, 2014, read with Schedule and is hereby authorised to do and perform all such acts, deeds,
IV to the Act and Regulation 17 and other applicable regulations matters or things as may be considered necessary, appropriate,
of the Securities and Exchange Board of India (Listing Obligations expedient or desirable to give effect to above resolution”
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing 6. Re-appointment of Mrs. Elaine Mathias ( DIN 06976868) as an
Regulations”), as amended from time to time, the approval of Independent Director
the Members of the Company be and is hereby accorded for re- To consider and if thought fit, to pass with or without
appointment of Mr. Prithvi Haldea (DIN 0001220), Non-Executive modification(s), the following resolution as SPECIAL RESOLUTION:
and Independent Director of the Company , whose current period
of office is expiring on July 25, 2019 and who has submitted “RESOLVED THAT pursuant to recommendation of the Nomination
a declaration confirming the criteria of Independence under and Remuneration/Compensation Committee and approval of the
Section 149(6) of the Companies Act, 2013 read with the Listing Board of Directors and pursuant to the provisions of Sections 149,
Regulations, as amended from time to time, and who is eligible 152 and other applicable provisions, if any, of the Companies Act,
for re-appointment for a second term under the provisions of 2013 (“Act”), the Companies (Appointment and Qualifications
the Companies Act, 2013, Rules made thereunder and Listing of Directors) Rules, 2014, read with Schedule IV to the Act and
Regulations, and in respect of whom the Company has received a Regulation 17 and other applicable regulations of the Securities
notice in writing from a Member proposing his candidature for the and Exchange Board of India (Listing Obligations and Disclosure
office of Director pursuant to Section 160 of the Companies Act, Requirements) Regulations, 2015 (“SEBI Listing Regulations”),
2013, as an Independent Non Executive Director of the Company, as amended from time to time, the approval of the Members
whose term shall not be subject to retirement by rotation, to hold of the Company be and is hereby accorded for re-appointment

265
of Mrs. Elaine Mathias (DIN 06976868), Non-Executive and 5. Commission: Such remuneration by way of commission in
Independent Director of the Company , whose current period of addition to the salary, perquisites and allowances payable,
office is expiring on September 19, 2019 and who has submitted calculated with reference to the net profits of the Company
a declaration confirming the criteria of Independence under in a particular financial year as may be determined by the
Section 149(6) of the Companies Act, 2013 read with the Listing Board of Directors of the Company at the end of each
Regulations, as amended from time to time, and who is eligible financial year subject to the overall ceilings stipulated in
for re-appointment for a second term under the provisions of Sections 196 and 197 of the Companies Act 2013 and rules
the Companies Act, 2013, Rules made thereunder and Listing made thereunder.
Regulations, and in respect of whom the Company has received Periodic increment : The components of Mr. R. P. Singh‘s
a notice in writing from a Member proposing her candidature for compensation as set above may be revised from time to
the office of Director pursuant to Section 160 of the Companies time, by the Board or Committee at its sole discretion.
Act, 2013, as an Independent Non Executive Director of the
All the above mentioned components of the Compensation
Company, whose term shall not be subject to retirement by
shall be paid, in accordance with the Company’s normal
rotation, to hold office for 5 (five) consecutive years on the
payroll practices and subject to withholding tax and
Board of the Company for a term w.e.f. September 20, 2019 upto
shall always be subject to the overall ceiling laid down in
September 21, 2024.”
Section 196 and 197 and other applicable provisions of the
RESOLVED FURTHER THAT the Board of Directors (which term Companies Act 2013.
shall, unless repugnant to the context or meaning thereof, be 6. Minimum Remuneration: In the event of absence or
deemed to include a duly authorised ‘Committee’ thereof) be inadequacy of profits in any financial year during the tenure
and is hereby authorised to do and perform all such acts, deeds, of the Mr. R P Singh, remuneration by way of salary and
matters or things as may be considered necessary, appropriate, perquisites shall be paid as minimum remuneration subject
expedient or desirable to give effect to above resolution” to the limits specified under Section II of Part II of Schedule
7. Reappointment of Mr. R P Singh (DIN 00008350) as an Executive V to the Companies Act, 2013 (including any statutory
Whole Time Director modifications or re-enactment thereof, for the time being in
To consider and if thought fit, to pass with or without force) or such other limits as prescribed by the Government
modification(s), the following resolution as SPECIAL RESOLUTION: from time to time as minimum remuneration.
RESOLVED FURTHER THAT the above terms and conditions
“RESOLVED THAT pursuant to recommendation of the Nomination
of appointment and/or remuneration shall be varied in the
and Remuneration/Compensation Committee and approval of
Nomination and Remuneration/Compensation Committee
the Board of Directors and pursuant to the provisions of Sec
accordance with Board members instructions, subject to the
196 of the Companies Act, 2013 and the rules made thereunder
same not exceeding the limits specified under Section 197
(including any statutory modification(s) or re-enactment thereof
read with Schedule V of the Companies Act, 2013 (including
for the time being in force) , the Articles of Association of the
any statutory modification(s) or re-enactment thereof for
Company, and other applicable regulations of the Securities
the time being in force “
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as 8. Payment of Commission to Non Executive Directors of the
amended from time to time, the approval of the Members of the Company
Company be and is hereby accorded for re-appointment of Mr. To consider and if thought fit, to pass with or without
R P Singh, (DIN 00008350) , CEO and Executive Director of the modification(s), the following resolution as ORDINARY
Company , whose current period of office is expiring on July 25, RESOLUTION:
2019 and who has signified his consent to act as a Director of the “RESOLVED THAT as recommended by Nomination and
Company, and in respect of whom the Company has received a Remuneration/Compensation Committee and approval of the
notice in writing from a Member proposing his candidature for Board of Directors pursuant to applicable provisions of Sec 149
the office of Director pursuant to Section 160 of the Companies (9), and Section 197 and other applicable provisions, if any, of
Act, 2013 as an Executive Director of the Company , whose office the Companies Act, 2013 (“Act”), as amended from time to time,
shall be liable to retirement by rotation under the Companies Act, a sum not exceeding one percent per annum of the net profits
on the terms and conditions and on the remuneration, which is of the Company calculated in accordance with the provisions of
as follows: Section 198 of the Act, be paid to and distributed amongst the
1. Fixed Salary: `1,79,58,672 p.a. (Comprising primarily of Directors of the Company or some or any of them (other than
Basic salary, House rent allowance, Medical allowance, Leave the Managing Director and/or Whole-time Directors) in such
travel allowance, Refreshment allowance and others) to amounts or proportions and in such manner and in all respects
be paid in accordance with Company’s policy and subject as may be directed by the Board of Directors of the Company
to withholding tax. and such payments shall be made in respect of the profits of the
Company for each year, commencing from April 1, 2019.”
2. Performance bonus /Special bonus/ Variable payout:
Annual Variable pay/Special bonus for each fiscal year By Order of the Board of Directors
subject to Company’s achievements or as determined by For Nucleus Software Exports Limited
the Board or its committee. Sd/-
3. Employee benefits: Benefit Plans as maintained by the (Poonam Bhasin)
Company including Provision of Company Cars with Driver, Noida Company Secretary
Communication facilities at office and/or residence for April 23 2019 (Membership No.:A10865)
official purposes, Personal accident insurance/ Group life
Registered Office:
insurance, contribution to retirement benefits such as
Provident fund, Pension fund, Gratuity, etc.
New Delhi 110 003
4. Leave with full pay and allowances shall be allowed per the CIN: U74899DL1989PLC034594
Rules of the Company. e-mail: investorrelations@nucleussoftware.com

266
Notes: with Companies) Rules 2012. In terms of the above Rules,
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING the Company has uploaded the information in respect of the
IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND Unclaimed Dividends, as on the date of last AGM i.e. July 2, 2018,
VOTE INSTEAD OF HIMSELF AND SUCH PROXY/ PROXIES NEED on the website of the Company viz. www.nucleussoftware.com.
NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO 13. Details in respect of the Directors seeking appointment/re-
BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE appointment at the Annual General Meeting as required under
OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE the provisions of Secretarial Standards- 2 issued by the Institute
MEETING. of Company Secretaries of India and SEBI (Listing Obligations
PROXIES SUBMITTED ON BEHALF OF THE COMPANIES, SOCIETIES and Disclosure Requirements) Regulations, 2015 forms integral
ETC., MUST BE SUPPORTED BY AN APPROPRIATE RESOLUTION/ part of the notice. The Directors have furnished the requisite
AUTHORITY, AS APPLICABLE. A PERSON CAN ACT AS A PROXY declarations for their appointment/re-appointment.
ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING 14. The Register of Directors and Key Managerial Personnel and their
IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE shareholding maintained under Section 170 of the Companies
TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING Act, 2013 and related rules thereunder and Register of Contracts
RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF or Arrangements in which Directors are interested under Section
THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING 189 of the Companies Act, 2013 and related rules thereunder
RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH will be available for inspection by Members of the Company at
PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON the venue of the meeting.
OR SHAREHOLDER. 15. Members are requested to send to the Company their queries,
2. The Register of Members and Share Transfer Books of the if any, on accounts and operations of the Company at least ten
Company will be closed on July 02 to July 08, 2019 (both days days before the meeting so that the same could be suitably
inclusive) for annual closing and determining the entitlement of answered at the meeting.
the shareholders to the final dividend for 2018-19, if declared 16. Copies of the Annual Report 2019 are being sent by electronic
by the members. mode only to all the members whose email addresses are
3. Members/Proxies should bring duly filled attendance slips registered with the Company / Depository Participant(s) for
attached herewith for attending the meeting. communication purposes unless any member has requested for
4. The Statement pursuant to Section 102(1) of the Companies Act, a hard copy of the same. For members who have not registered
2013 in respect of the special business set out under the notice their email addresses, physical copies of the Annual Report 2019
is annexed hereto. are being sent by the permitted mode.
5. Corporate Members intending to send their authorized 17. Electronic copy of the Notice of the 30th Annual General Meeting
representatives to attend the AGM are requested to send of the Company inter alia indicating the process and manner of
a certified copy of the Board Resolution to the Company, e-voting along with Attendance Slip, Ballot Paper and Proxy Form
authorizing them to attend and vote on their behalf at the AGM. is being sent to all the members whose email IDs are registered
with the Company/Depository Participants(s) for communication
6. We urge members to support our commitment to environment
purposes unless any member has requested for a hard copy of
protection by choosing to receive their shareholding
the same. For members who have not registered their email
communication through email. You can do this by updating your
address, physical copies of the Notice of the 30th Annual General
email address with your depository participant.
Meeting of the Company inter alia indicating the process and
7. Members holding shares in physical form are requested to manner of e-voting along with Attendance Slip and Proxy Form
consider converting their holdings to dematerialized form to is being sent in the permitted mode.
eliminate all risks associated with physical shares and for ease
Members may also note that the Notice of the 30th Annual
of portfolio management. Members can contact the Company
General Meeting, Attendance Slip, Proxy Form, Route Map, Ballot
or RTA for assistance in this regard.
Papers and the Annual Report for 2019 will also be available on
8. Members whose shareholding(s) are in electronic mode are the Company’s website www.nucleussoftware.com for their
requested to direct changes relating to address, bank mandate download. The physical copies of the aforesaid documents will
and Electronic Clearing Service (ECS) details to their respective also be available at the Company’s registered office, for inspection
Depository participants. during normal business hours on working days.
9. Members are requested to quote their Registered Folio Number 18. Even after registering for e-communication, members are
or Demat Account Number & Depository Participant (D.P) ID entitled to receive such communication(s) in physical form,
number on all correspondence with the Company. upon making a request for the same, by post free of cost. For
10. Members who are holding shares in more than one folio are any communication, the shareholders may also send requests
requested to intimate to the Company the detail of all folio to the Company’s investor email id: investorrelations@
numbers for consolidation into a single folio. nucleussoftware.com
11. Members/Proxy holders are requested to bring their copies of 19. In case of joint Members attending the meeting, only such joint
the Annual Report with them to the Annual General Meeting, holder who is higher in the order of names will be entitled to vote
as extra copies will not be provided. 20. For the immediate reference, route map for reaching the venue
12. Members who have not yet encashed their dividend warrant(s) of the Annual General Meeting hall is attached.
pertaining to the final dividend for the financial year 2011-12 21. All documents referred to in the accompanying Notice and
onwards for the Company, are requested to lodge their claims, It the Explanatory Statement shall be open for inspection at the
may be noted that the unclaimed Final Dividend for the financial Registered Office of the Company during normal business hours
year 2011-12 declared by the Company on July 11 2012 can be (9.00 a.m. to 5.00 p.m.) on all working days except Saturdays, up
claimed by the Members by July 10, 2019. Members attention to and including the date of the Annual General Meeting of the
is particularly drawn to the “Corporate Governance” section of Company.
the Annual Report in respect of unclaimed dividend.
22. In terms of Section 72 of the Companies Act, 2013 and related
The Ministry of Corporate Affairs (‘MCA’) on May 10, 2012 rules thereunder, a Member of the Company may nominate a
notified the Investor Education and Protection Fund (Uploading person on whom the Shares held by him/her shall vest in the
of information regarding Unpaid and Unclaimed amount lying

267
event of his/her death. Member(s) desirous of availing this confirm, you will not be allowed to modify your vote.
facility may submit nomination in the prescribed Form SH-13 to During the voting period, shareholders can login any
the Company/RTA in case shares are held in Physical form, and number of times till they have voted on the resolution.
to their respective depository participant, if held in electronic XI. Once the vote on the resolution is cast by the
form. shareholder, he shall not be allowed to change it
23. Members who are holding shares in physical form in identical subsequently.
names in more than one folio are requested to write to RTA XII. The Portal will remain open for voting from: 10 A.M. on
enclosing their Share Certificate(s) to enable the Company to July 4, 2019 to 5 P.M. on July 7, 2019.
consolidate their holding into one folio.
In case of any queries, you may refer the Frequently
24. MEMBERS MAY NOTE THAT NO GIFTS/GIFT COUPONS SHALL BE Asked Questions (FAQs) for shareholders and e-voting
DISTRIBUTED AT THE VENUE OF THE MEETING. User Manual for shareholders available at the download
25. Voting through electronic means section of https://evoting.karvy.com or contact
Karvy Computershare Pvt Ltd at Tel No. 1800 345 4001
1. In compliance with provisions of Section 108 of the Companies (toll free).
Act, 2013 and Rule 20 of the Companies (Management and
Administration) Rules, 2014, as amended by the Companies 3. The voting rights of shareholders shall be in proportion
(Management and Administration) Amendment Rules, to their shares of the paid up equity share capital of the
2015 and Regulation 44 of the SEBI ( Listing Obligations and Company as on the cut-off date (record date) of closing hours
Disclosure Requirements) Regulations, 2015 the Company is of July 1, 2019.
pleased to provide members facility to exercise their right to 4. A person, whose name is recorded in the register of members
vote at the 30th Annual General Meeting (AGM) by electronic or in the register of beneficial owners maintained by the
means and the business may be transacted through such depositories as on the closing hours July 1, 2019 shall be
voting. The facility of casting the votes by the Members using entitled to avail the facility of remote e-voting/Insta Poll
an electronic voting system from a place other than venue
5. Any person who becomes member of the Company after
of the AGM (“remote e-voting”) will be provided by Karvy
dispatch of the Notice of the meeting and holding shares as
Computershare Pvt. Ltd.:
on the cut-off date i.e. July 1, 2019 may obtain the User Id
2. The instructions for e-voting are as under: and password by sending a request at evoting@karvy.com.
I. To use the following URL for e-voting: However, if you are already registered with Karvy for
a. From Karvy website : http://evoting.karvy.com e-voting, you can use your existing User ID and password
for casting your vote.
II. Shareholders of the Company holding shares either in
physical form or in dematerialized form, as on the cutoff 6. Mr. Sanjay Grover, Practicing Company Secretary (FCS No.
4223) or failing him Mr. Devesh Vashist Practicing Company
date i.e. closing hours of July 1, 2019 may cast their vote
Secretary (FCS No. 8488) has been appointed as the
electronically.
Scrutinizer to scrutinize the e-voting process in a fair and
III. Enter the login credentials [i.e., user id and password transparent manner.
mentioned in the Notice of the AGM]. Your Folio No/
7. The Chairman shall, at the AGM, at the end of discussion on
DP ID Client ID will be your user ID.
the resolutions on which voting is to be held, allow voting
IV. After entering the details appropriately, click on LOGIN. with the assistance of scrutinizer, by use of “Insta Poll” for
V. You will reach the Password change menu wherein you all those Members who are present at the AGM but have
are required to mandatorily change your password. The not cast their votes by availing the remote e-voting facility
new password shall comprise of minimum 8 characters 8. The Scrutinizer shall after the conclusion of voting at the
with at least one upper case (A-Z), one lower case (e-z), general meeting, will first count the votes cast at the meeting
one numeric value (0-9) and a special character. The and thereafter unblock the votes cast through remote
system will prompt you to change your password and e-voting in the presence of at least two witnesses not in the
update any contact details like mobile, email etc on employment of the Company and shall make, not later than
first login. You may also enter the secret question and three days of the conclusion of the AGM, a consolidated
answer of your choice to retrieve your password in case scrutinizer’s report of the total votes cast in favour or against,
you forget it. It is strongly recommended not to share if any, to the Chairman or a person authorized by him in
your password with any other person and take utmost writing, who shall countersign the same and declare the
care to keep your password confidential. result of the voting forthwith.
VI. You need to login again with the new credentials. The Results shall be declared on or after the AGM of the
Company. The Results declared alongwith the Scrutinizer’s
VII. On successful login, the system will prompt you to select Report shall be placed on the Company’s website www.
the EVENT i.e., Nucleus Software Exports Limited. nucleussoftware.com and on the website of Karvy Fintech
VIII. On the voting page, enter the number of shares as on Pvt. Ltd. and communicated to the respective Stock
the cutoff date under FOR/AGAINST or alternately you Exchanges, where the securities of the Company are listed.
may enter partially any number in FOR and partially in By Order of the Board of Directors
AGAINST but the total number in FOR/AGAINST taken For Nucleus Software Exports Limited
together should not exceed the total shareholding. You Sd/-
may also choose the option ABSTAIN. Noida (Poonam Bhasin)
IX. Shareholders holding multiple folios/demat account April 23, 2019 Company Secretary
shall choose the voting process separately for each
Registered Office:
folios/demat account.
X. Cast your vote by selecting an appropriate option and New Delhi 110 003
click on SUBMIT. A confirmation box will be displayed. CIN.U74899DL1989PLC034594
Click OK to confirm else CANCEL to modify. Once you e-mail: investorrelations@nucleussoftware.com

268
EXPLANATORY STATEMENT In the opinion of the Board of Directors, Mr. R P Singh, fulfils the
conditions specified in the Act and the Rules made thereunder. The
Item No 4, 5 & 6:
Board considers that his continued association would be of immense
Based on recommendation of Nomination and Remuneration benefit to the Company.
Committee, the Board of Directors proposes the re-appointment of
Mr. Prithvi Haldea (DIN 00001220) and Prof. Trilochan Sastry None of the Directors/Key Managerial Personnel of the Company/
as Independent Directors, for a second term of five years from their relatives, except Mr. R P Singh, is, in any way, concerned or
July 26, 2019, not liable to retire by rotation. They were appointed as interested, financially or otherwise, in the Special Resolution set out
Independent Directors on July 25, 2014. at item No 7 of the Notice.
Mrs. Elaine Mathias whose term as Independent Director expiring on This The Board recommends the Special Resolution set out in item
19 September, 2019, the Board proposes her re- appointment for a no.7 of the notice for the approval by the members.
second term of five years from September 20, 2019. Item No. 8:
The Board, based on the performance evaluation and recommendation Section 197 of the Act permits payment of remuneration to Non-
of Nomination and Remuneration Committee and their background, Executive Directors of a Company by way of commission, if the
experience and contribution, consider that the continued association Company authorises such payment by way of a resolution of Members.
of aforesaid Independent Directors, would be beneficial to the
Regulation 17(6)(a) of the SEBI (Listing Obligations and Disclosure
Company and it is desirable to continue to avail their services as
Requirements) Regulations, 2015 authorises the Board of Directors
Independent Directors.
to recommend all fees and compensation, if any, to Non-Executive
The Company has received declarations from them to the effect Directors, including Independent Directors and shall require approval
that they meet the criteria of independence as provided in Section of Members in general meeting. The Members of the Company at the
149(6) of the Act and Rules framed thereunder and Regulation 16(1) Annual General Meeting of the Company held in July, 2014, approved
(b) of the SEBI (Listing Obligations and Disclosure Requirements) of the payment of commission to Non-Executive Directors of the
Regulations, 2015 (“SEBI Listing Regulations”). In terms of Regulation Company not exceeding one percent per annum of the net profits of
25(8) of SEBI Listing Regulations, they have confirmed that they are the Company for a period of five years which expired on April 1, 2019.
not aware of any circumstance or situation which exists or may be
Considering the rich experience and expertise brought to the Board
reasonably anticipated that could impair or impact his ability to
by the Non-Executive Directors, it is proposed that remuneration
discharge his duties.
not exceeding one percent per annum of the net profits of the
In the opinion of the Board, they fulfill the conditions specified in Company calculated in accordance with provisions of Section 197 of
the Act and SEBI Listing Regulations for appointment as Independent the Act, be continued to be paid w.e.f. April 1, 2019 and distributed
Directors and are independent of the management of the Company. amongst the Non-Executive Directors of the Company in accordance
The terms and conditions of their appointment shall be open for with the recommendations of the Nomination and Remuneration/
inspection by the Members at the Registered Office of the Company Compensation Committee and approved by the Board of Directors
during the normal business hours on any working day (except of the Company.
Saturday) and will also be kept open at the venue of the AGM till the
conclusion of the AGM. Such payment will be in addition to the sitting fees for attending Board/
Committee meetings. The Board recommends the Resolution at Item
In compliance with the provisions of Section 149 read with Schedule No. 8 of the accompanying Notice for approval by the Members.
IV to the Act and Regulation 17 of SEBI Listing Regulations and other
applicable Regulations, the re-appointment as Independent Directors All the Directors of the Company (except the Chief Executive Officer
is now being placed before the Members for their approval by way and Managing Director and his relatives) are concerned or interested
of Special Resolutions. in the Resolution at Item No. 8 of the Notice to the extent of the
remuneration that may be received by each of these Directors.
The Board recommends the Special Resolution at Item No.4, 5 & 6 of
this Notice for approval of the Members. None of the Key Managerial Personnel of the Company is concerned
or interested in the Resolution at Item No. 8 of the Notice.
Except Mr. Prithvi Haldea, Prof. Trilochan Sastry and Mrs. Elaine
Mathias, none of the Directors and Key Managerial Personnel of the PROFILE OF THE DIRECTORS RECOMMENDED FOR APPOINTMENT/
Company and their respective relatives is, in any way, concerned or RE-APPOINTMENT
interested, in the Resolutions set out at Item No. 4, 5 & 6 of the Notice. Mr. Prithvi Haldea, Independent Director
Item No. 7: Mr. Prithvi Haldea did his MBA from Birla Institute of Technology &
Mr. R P Singh CEO & Whole Time Director was appointed w.e.f. Science, Pilani in 1971. Over the next 18 years, he worked at senior
July 26, 2019 for a period of five years. His present term expires on positions in the corporate sector in the areas of exports, consulting
July 25, 2019. and advertising. During late 70s and early 80s, he was also associated
with the information industry and, among various activities, worked
The Board of Directors of the Company at the meeting held on April
as a consultant with The World Bank and the U.S. Department of
23, 2019, on the recommendation of Nomination and Remuneration
Commerce.
committee, has accorded its consent for reappointment of Mr. R P
Singh as Whole Time Director to be designated as “Chief Executive In 1989, Mr. Haldea set up PRIME Database, the country’s first and
Officer and Managing Director”, for a period of five years w.e.f. July still the only database on the primary capital market. It has a large
26, 2019, subject to the approval of members of the Company. subscriber base, and is widely reported by the media. Mr. Haldea
has been a visiting faculty at several institutions and has addressed
The Company has received from Mr. R P Singh (i) consent in writing
hundreds of conferences.
to act as Director in Form DIR-2 pursuant to Rule 8 of Companies
(Appointment & Qualification of Directors) Rules 2014, (ii) intimation Mr. Haldea is presently a Member of the Government’s Standing
in Form DIR-8 in terms of Companies (Appointment & Qualification of Council of Experts for the Financial Sector. He is also a member
Directors) Rules, 2014, to the effect that he is not disqualified under of several committees including SEBI Primary Market Advisory
sub-section (2) of Section 164 of the Companies Act, 2013. Committee, SEBI Committee for Reviewing Disclosures, and Advisory

269
Committee on Individual Insolvency and Bankruptcy, Insolvency and continuous improvements in systems and procedures in all these
Bankruptcy Board of India. Mr. Haldea is a member of the Jury for areas.
ASSOCHAM’s awards for Corporate Governance and for Corporate
Besides her Finance role, she played a very active part in all Human
Social Responsibility. He is also a member of the Editorial Board of
Relations activities including negotiations with the Unions and
ICSI and Financial Services Committee of ICSI. Additionally, he is an
framing of Personnel Policies within the Government Guidelines.
Advisor to the Association of Investment Bankers of India, Gaja Capital,
She has proficiency in development of various financial systems, risk
BGJC & Associates, and Association of Independent Directors of India.
management, regulatory compliances, strategy implementation,
Prof. Trilochan Sastry, Independent Director talent management, best practices of Corporate Governance.
Professor Trilochan Sastry, former Dean at IIM Bangalore, currently At the time of her superannuation, she was the Chairperson of
teaches at IIM Bangalore. A B.Tech from IIT, Delhi, an MBA from IIM, various Trusts and Committees like the BEL Gratuity Trust, the BEL
Ahmedabad, and a Ph.D. from MIT, USA, Professor Sastry has taught Superannuation Pension Trust and the Corporate Committee against
for several years at IIM, Ahmedabad after which he moved to IIM, Sexual Harassment of Women at the Workplace.
Bangalore. A recipient of national award for research and teaching,
Mr. R. P. Singh, Executive Director
Professor Sastry has taught in many prestigious Universities in India,
Japan, Hong Kong and United States and has published several Mr. Ravi Pratap Singh started his career with Nucleus Software in
academic papers in Indian and International journals. He had earlier 1986 and has been part of the team since then. Currently, Mr. Ravi
served on the Board of NABARD and also on the Board of IIM Pratap Singh (RP), is the Chief Executive Officer at Nucleus Software.
Bangalore for 5 years. He is currently a Director on the Board of
In 2014, he joined the Board as an Executive Director. Product
India farm Foods Pvt. Ltd.
innovation is RP’s passion and he has been spearheading the launch
Mrs. Elaine Mathias, Independent Director of cutting edge products at Nucleus Software. His entire career
Mrs. Elaine Mathias is a B.Com (Hons.) graduate from Sydenham has been spent in designing, developing & delivering best-in-class
College of Commerce and Economics, Mumbai. She has a dual software solutions for global Banking and Financial Services leaders.
Professional qualification and is a Fellow member of the Institute of RP started the Nucleus School of Banking Technology (NSBT) as a
Chartered Accountants of India and also an Associate member of the new division of Nucleus Software in 2010 with a vision of developing
Institute of Cost Accountants of India. world class Banking (& Financial) Technology Professionals.
Mrs. Elaine Mathias is a highly reputed professional with thirty four Being a natural mentor and a technocrat of high calibre himself,
years’ experience in Bharat Electronics Limited (BEL), Bangalore, a he continues to succumb to his passion for inspiring and enabling
Navratna Company under the Ministry of Defence, Government of young minds to innovate. In his role as the Global Head of Delivery,
India, from where she superannuated as Executive Director (Finance). RP introduced many measurement models and spearheaded quality
At BEL she was in charge of various portfolios in Corporate Finance like initiatives. His innovative yet practical approach to solving “real”
Accounts, Taxation, Treasury, Budgeting and Pricing and introduced business problems makes him a repository of knowledge.
Details of Directors seeking appointment/re-appointment at the Annual General Meeting
Particulars Mr. Prithvi Haldea Prof. Trilochan Sastry Mrs. Elaine Mathias Mr. R. P. Singh
Terms and Conditions of As per Letter of As per Letter of As per Letter of As per Letter of
Appointment Appointment Appointment Appointment Appointment
Details of Remuneration As per Letter of As per Letter of As per Letter of As recommended

Sought to be Paid Appointment Appointment Appointment by Nomination and
Remuneration /
Compensation Committee
as approved by Board.
Date of first appointment July 26, 2014 July 26, 2014 September 20, 2014 July 26, 2014
on the Board
The Remuneration Last Details provided in Details provided in Details provided in Details provided in
Drawn Annexure H to the Annexure H to the Annexure H to the Annexure H to the
Directors’ Report Directors’ Report Directors’ Report Directors’ Report
Number of shares held in Nil Nil Nil 151977

the Company
Directorship held in other • Nucleus Software India Farm Foods Pvt. Ltd. Nil • Nucleus Software
Companies Limited Limited
• Multi Commodity • Virstra i-Technology
Exchange of India Services Ltd.
Limited • Nucleus Software Japan
• Insolvency and Kabushiki Kaisha
Bankruptcy Board of • Nucleus Software
India Netherlands B.V

270
Particulars Mr. Prithvi Haldea Prof. Trilochan Sastry Mrs. Elaine Mathias Mr. R. P. Singh
• Praxis Consulting &

Information Services
Pvt. Ltd.
• Venture Media Pvt. Ltd.
• Primedatabase.com
Pvt. Ltd.
• Prime Investors
Protection Association
& League
• BGJC & Associates LLP
• Virstra I-Technology
Services Ltd.
Inter-se relations Nil Nil Nil Nil

between the Board
members/ relationship
with other Directors,
Manager and other Key
Managerial Personnel of
the company.
Number of Meetings 8 7 8 8
of the Board attended
during the Year
Memberships/ • Nucleus Software Ltd. Nil Nil Nil

Chairmanships of • Virstra I-Technology
committees of other Services Ltd.
companies (includes only • Multi Commodity
Audit Committee and Exchange of India
Stakeholders / Investor Limited
Grievance Committee

CIN : L74899DL1989PLC034594
Regd. Office: 33-35, Thyagraj Nagar Market, New Delhi - 110003, Tel : +91 - 120 - 4031400; Fax : +91 - 120 - 4031672
PLEASE FILL THE ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE.
Joint shareholders may obtain additional Attendance Slip on request.
ATTENDANCE SLIP
DP. ID Regd. Folio No.
Client ID
No. of Share(s) held:

I certify that I am a member/proxy for the member of the Company.
I hereby record my presence at the THIRTIETH ANNUAL GENERAL MEETING of the Company to be held on Monday, the 8th day
of July 2019, at 04:00 P.M. at PHD Chamber of Commerce and Industry, PHD House, 4/2 Siri Institutional Area, August Kranti Marg,
New Delhi-110016.
Name of the Member/Proxy Signature of the Member/Proxy

*Holder of this form may vote either For or Against each resolution at the Annual General Meeting
............................................................................................. TEAR HERE....................................................................................................................
CIN : L74899DL1989PLC034594
Regd. Office: 33-35, Thyagraj Nagar Market, New Delhi - 110003, Tel : +91 - 120 - 4031400; Fax : +91 - 120 - 4031672
PROXY FORM
D.P. ID Regd. Folio No.
Client ID
I/ We ...............................................................................................................................................................................................
of ....................................................................................................... being a member / members of Nucleus Software Exports Ltd.
hereby appoint ....................................................................................................................................................................................................... of
.............................................................................................................................................................................................................. or failing him
................................................................................................ of ...........................................................................................................................
as my / our proxy to vote for me / us on my / our behalf at the THIRTIETH ANNUAL GENERAL MEETING of the Company to be held on
Monday, the 8th day of July 2019, at 04:00 P.M. and at any adjournment thereof in respect of such resolution as are indicated below.
Resolution For Against
1. To receive, consider and adopt :
a) the audited financial statements of the Company for the year ended March 31 2019 including Audited Balance Sheet
and Profit and Loss account as on March 31, 2019 alongwith Cash Flow statement as on that date together with the
reports of the Board of Directors and Auditors thereon and
b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2019
2. To declare dividend for the Financial Year 2018-19
3. To re-appoint Ms. Ritika Dusad (DIN: 07022867), as Director of the Company who retires by rotation and being eligible offer
herself for re-appointment.
4. Re-appointment of Mr. Prithvi Haldea (DIN 0001220) as an Independent Director
5. Re-appointment of Prof. Trilochan Sastry (DIN 02762510) as an Independent Director
6. Re-appointment of Mrs. Elaine Mathias (DIN 06976868) as an Independent Director
7. Re-appointment of Mr. R.P. Singh (DIN 00008350) as an Executive Whole-Time Director
8. Payment of Commission to Non-Executive Directors of the Company
Signed................................................... day of ...................................... 2019

Affix a `
Note: 1/-Revenue
1. The Proxy in order to be effective should be duly stamped, completed and signed and must be deposited at the Registered Office of the Company not Stamp
less than 48 hours before the time for holding the aforesaid meeting. The Proxy need not be a member of the Company.
2. Holder of this form may vote either For or Against each resolution.
3. If you leave the For or Against column blank against any or all resolutions, you proxy will be entitled to vote in the manner as he/she may deem appropriate.
ARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

30

Nucleus Software recognized as one of the five
most significant mobile banking solution vendors
300,000 users
log in to our systems
each day
10 time winner World’s

best-selling lending
solution
3 decades of expertise in
banking and financial
services
Winner of Celent
Model Bank Vendor
2016 Award
SALES@NUCLEUSSOFTWARE.COM GLOBAL OFFICES: AMSTERDAM | CHENNAI |

WWW.NUCLEUSSOFTWARE.COM DUBAI | JAIPUR | JOHANNESBURG | LONDON |
MANILA | MUMBAI | NEW DELHI | NEW JERSEY |
© 2019 NUCLEUS SOFTWARE. ALL RIGHTS RESERVED. NOIDA | SINGAPORE | SYDNEY | TOKYO.

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TRANSFORMING

THE FUTURE OF FINANCIAL SERVICES

WORLDWIDE PRESENCE, GLOBAL

MD’s Message 06 Management’s Discussion & Analysis 108

Balance Sheet 128

The Culture We Live in 18

Management’s Discussion and 178

Driving Innovation in Lending 28

Analytics - A “Must have” in Lending 30

PaySe - The Digital Wallet 32 Shareholders’ Referencer 254

Board of Directors 34 Segment Information and Ratio Analysis 260

Year at a Glance 37 Glossary 263

Notice of Annual General Meeting 264

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS.

As I look back on the last decade, we have

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

Date: April 23, 2019

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

However, it might not be enough, or perhaps

Bain & Company’s survey of consumers

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

Date: April 23, 2019

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

We gained new customers and signed new

Our customers are looking for a partner who

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

TECHNOLOGY IS CHANGING EVERYTHING CUSTOMERS ARE AT OUR HEART

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

Date: April 23, 2019

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

Even when team members do leave, we believe that it is not “goodbye

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

We believe that having the right people, and empowering them to

“We are guided by values which define our priorities. Values

We believe that we need to be courageous, and that we should to take the

• INTEGRITY - Courage to do the right thing

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

“For our people we strive to ensure that life at Nucleus can be

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

During the year, we announced a range of new policies, initiatives and

“Adoption of the iLearn platform has been strong, with around

This award recognizes and distinguishes the organization which has

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

“During the year, we have launched a number of key strategic

Taking advantage of rapidly advancing technology and growing demands

Today, our customers in 50 countries are leveraging our experience,

FINNONE NEO HAS BEEN RECOGNIZED AS THE BEST

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

usinesses all over the world are taking advantage of the

FinTechs are founded on the unique combination of advancements in

“Our extensive experience combined with the strength of our

Our extensive experience combined with the strength of our innovative

Deployed in the cloud, the solution is powered by the best-selling lending

FINNONE NEO WINS THE ‘BEST CLOUD LENDING

NUCLEUS SOFTWARE EXPORTS LTD. | ANNUAL REPORT 2018 - 19

Digitization is transforming financial services worldwide but has also

“FarEdge enables banks to extract, analyze, interpret and