Nucleus Netsoft & GIS India Ltd has informed BSE that the Board of Directors of the Company at their meeting held on April 28, 2008, inter alia, has :

1. Proposed to form and then transfer the Company’s information Technology Business to a wholly owned subsidiary Company under the name ‘Nucleus And ITES Ltd’.

2. Proposed to make investment not exceeding Rs 150 mio in the aforesaid wholly owned subsidiary.

and for which the Board have sought the approval of the members’ for the above business by passing resolutions through Postal Ballot.