Directors Report of Newgen Software Technologies Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the
33^rd Annual Report on Business and Operations of your
Company Newgen Software Technologies Limited

("the Companyâ or "Newgenâ) along with the Audited
Standalone and Consolidated Financial Statements for
the financial year ended 31^st March 2025.

1. Company''s Affairs and Financial
Performance:

Newgen Software Technologies Limited is a
provider of enterprise-wide Al-enabled unified
digital transformation platform with native
process automation, content services, customer
engagement, intelligence and low code capabilities
that drives end-to-end automation at scale. Large
enterprises globally leverage Newgen''s industry
recognized technologies to innovate and transform
their operations to serve their customers better
and faster. Newgen focuses on delivering best-inÂ¬
class platforms and solutions to its global clientele,
thus facilitating their digital initiatives, streamlining
operations and improving customer experiences.

Newgen has been at the forefront of transforming
businesses for around 500 active customers across
77 countries. With a marquee clientele from across
the globe including India, USA, Canada, UAE, Saudi
Arabia, UK, Philippines, Indonesia, Singapore and
Australia, the Company offers enterprise solutions
tailored to the needs of different business verticals.
Newgen has emerged as a preferred partner
for leading banks, insurance firms, healthcare
organisations, governments, telecom companies,
shared service centres and BPOs worldwide. Complex
industry-specific vertical solutions and use cases
can be built on our low-code horizontal platforms,
from onboarding to service requests, lending to
underwriting, and many more. For more details, kindly
refer to the Management Discussion and Analysis
Report highlighting the important aspects of the
business of the Company as annexed to this Report.

Key highlights of the Financial Results of the Company
prepared as per the Indian Accounting Standards (Ind-
AS) for the financial year ended 31^st March 2025 are as
under. Wherever applicable, the Consolidated Financial
Statements are also being presented in addition to the
Standalone Financial Statements of the Company.

	Standalone		Consolidated
Particulars	Financial Year		Financial Year
1	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	1,35,435.39	1,13,611.93	1,48,687.92	1,24,382.86
Other Income	5,967.66	4,550.01	6,357.59	4,806.43
Total Income \|	14,1403.05 \|	1,18,161.94\| \|	1,55,045.51	1,29,189.29
Operating Expenditure	100,580.18	86,731.15	1,11,067.39	95,551.85
Profit/ loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	40,822.87	31,430.79	43,978.12	33,637.44
Less: Depreciation/ Amortisation/ Impairment	3,067.26	2,585.09	3,304.13	2,796.77
Less: Finance Costs	452.80	410.65	477.20	418.18
Profit /loss before Exceptional items and Tax Expenses	37,302.81	28,435.05	4,0196.79	30,422.49
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	37,302.81	28,435.05	4,0196.79	30,422.49
Less: Provision for Current Tax	9,062.27	5,270.70	9,872.01	5,953.49
Less: Provision for deferred tax (credit)/charge	-1086.75	-569.20	-1199.46	-691.50
Profit after Tax (A)	29,327.29	23,733.55	31,524.24	25,160.50
Total Comprehensive Income/(Loss) (B)	-187.34	-355.49	354.49	-214.92
Total (A B) I	29,139.95 \|	23,378.06 1	31,878.73	24,945.58
Balance of profit /loss for earlier years	90,637.72	70,401.96	96,644.02	74,981.31
Less: Dividend paid on Equity Shares during the year for the previous financial year	5,611.67	3,497.79	5,611.67	3,497.79
Add: Adjustment of deferred tax	-	-	-	-
Profit available for Appropriation	1,14,353.34	90,637.72	1,22,556.59	96,644.02
Balance carried to Balance Sheet	1,14,353.34	90,637.72	1,22,556.59	96,644.02

â¢ On a consolidated basis, the Company''s revenue from operations stood at H1,48,687.92 lakh reflecting an
increase of 19.54 % in the financial year 2024-25 as against H1,24,382.86 lakh in the financial year 2023-24.

â¢ Consolidated Profit after Tax for the year stood
at H31,524.24 lakh compared to H25,160.50
Lakh reflecting an increase of 25.29 % in the
financial year 2024-25.

2. Material Changes, if any, Affecting the
Company:

There have been no occurrences of any material
changes and commitments, which affect the
financial position of the Company between the end of
the financial year to which the Financial Statements
relate and the date of this Report. There is no change
in the nature of business of the Company during the
financial year 2024-25.

3. Industry overview:

Important changes in the industry, business, external
environment and economic outlook are detailed in
the Management Discussion and Analysis Report as
annexed with this Report.

4. Transfer to General Reserve:

Your directors have decided not to transfer
any amount to the general reserve during the
financial year 2024-25.

5. Dividend:

Considering the Company''s financial performance,
and the Dividend Policy of the Company, the Board of
Directors has recommended a payment of dividend
at a rate of H5/- per Equity Share (on face value of
H10/- each) i.e. 50% on the paid up Equity capital of
the Company for the financial year ended 31^st March
2025. This is payable to Shareholders whose names
appear in the Register of Members as on record date,
subject to the approval of the Members at the ensuing
33^rd Annual General Meeting of the Company ("AGMâ).
The total outgo for such a dividend will amount to
H7,081.26 Lakh in comparison to the previous year''s
H5,611.67 Lakh (In the previous year dividend was
declared at a rate of H4/- per Equity Share).

this Policy are in line with Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulationsâ) and the
Policy is available on the website of the Company at
https://newgensoft.com/company/investor-relations/
dividend-distribution-policy/.

The Details of unpaid and unclaimed amounts,
related to earlier years, lying with the Company is
uploaded on Company''s website at https://investors.
newgensoft.com/#corporate-governance and IEPF
Authority website at http://www.iepf.gov.in/.

Pursuant to the provisions of Section 124 of the
Companies Act, 2013 ("Actâ), those dividend amounts
which have remained unpaid or unclaimed for a
period of seven years from the date of transfer to
Unpaid Dividend Account of the Company, are
required to be transferred to the Investor Education
and Protection Fund ("IEPFâ) established pursuant
to Section 125 of the Act. Members are requested to
note that no claims shall lie against the Company
in respect of the dividend/shares if any will be
transferred to IEPF time to time.

Further, all the shares in respect of which dividend
has remained unclaimed for seven consecutive
years or more from the date of transfer to unpaid
dividend account shall also be transferred to IEPF
Authority. The said requirement does not apply to
shares in respect of which there is a specific order of
Court, Tribunal or Statutory Authority, restraining any
transfer of the shares.

In the interest of the shareholders, the Company
shall send periodical reminders to the shareholders
to claim their dividends in order to avoid transfer of
dividends/shares to IEPF Authority. Notices in this
regard shall also be published in the newspapers and
the details of unclaimed dividends and shareholders
whose shares are liable to be transferred to the IEPF
Authority, are uploaded on the Company''s website

During the financial year 2024-25 no such unpaid
or unclaimed dividend amount is required to be
transferred to IEPF. The contact details of the Nodal
Officer, Mr. Aman Mourya, Company Secretary of the
Company, as required under the provisions of IEPF
rules, are available on the website of the Company at
https://newgensoft.com/Companv/investor-
relations/#contact.

The following table give information relating to financial year wise outstanding dividends and the dates by which
they can be claimed by the shareholders from the Company''s RTA:

Dividend Year	Date of declaration of dividend	Due date for transfer of dividend to IEPF
2017-18	9^th August 2018	08^th September 2025
2018-19	7^th August 2019	06^th September 2026
2019-20	27^th July 2020	26^th August 2027
2020-21	27^th July 2021	26^th August 2028
2021-22	23^rd June 2022	22^rd July 2029
2022-23	27^th June 2023	26^th July 2030
2023-24	25^th July 2024	24^th August 2031

6. Subsidiary Companies:

As on 31^st March 2025, the Company had eight
wholly -owned subsidiaries, as below. There has been
no material change in the nature of the business of
these subsidiaries in the financial year 2024-25.

1. Newgen Software Inc. USA. (Incorporated in USA)

2. Newgen Software Technologies Pte. Ltd.

(Incorporated in Singapore)

3. Newgen Software Technologies Canada Ltd.

(Incorporated in Canada)

4. Newgen Software Technologies (UK) Limited.
(Incorporated in UK)

5. Newgen Software Technologies Pty Ltd.

(Incorporated in Australia)

6. Newgen Computers Technologies Limited.

(Incorporated in India)

7. Newgen Software Technologies L.L.C.

(Incorporated in Dubai)

8. Newgen Software Technologies Company

Limited (Incorporated in Saudi Arabia).

There are no associate companies or joint venture
Companies within the meaning of Section
2(6) of the Act.

There are no companies that have become or ceased
to be subsidiaries, associates, or joint ventures of the
Company during the financial year 2024-25.

The Consolidated Financial Statements of the Company
for the financial year ended 31^st March 2025 are prepared
in compliance with the applicable provisions of the
Act, including Indian Accounting Standards specified
under Section 133 of the Act. The audited Consolidated
Financial Statements together with the Auditors'' Report
thereon form part of this Board Report. The statement
containing salient features of the Financial Statement
of subsidiaries is enclosed herewith in form AOC-1 as
âAnnexure -1" to this Report.

Financial Statements of the aforesaid subsidiary
companies are kept open for inspection by the
Members at the Registered Office of the Company
during business hours on all days except Saturday
& Sunday up to the date of the AGM as required
under Section 136 of the Act. Any Member desirous
of obtaining a copy of the said Financial Statements
may write to the Company at its Registered Office
or to the Compliance Officer of the Company. The
financial statements of the subsidiaries including
the Consolidated Financial Statements and all
other documents required by law to be attached
thereto have also been uploaded on the website
of the Company at https://newgensoft.com/
company/investor-relations/disclosures-under-
regulation-46-of-sebi/.

To comply with the provisions of Regulation 16(c) of
SEBI Listing Regulations, the Board of Directors of
the Company has adopted a Policy for determining
Material Subsidiary. The policy on Material Subsidiary
has been uploaded on the website of the Company
at https://landing.newgensoft.com/hubfs/ 2020%20
Website%20files/IR/Policv-for-determining-Material-
Subsidiaries-1-1.pdf.

7. Capital Structure:

Authorized Share Capital as on 31^st March 2025

As on 31^st March 2025, the Authorised share capital
of the Company is ^180,10,00,000 (Rupees One
Hundred Eighty Crore and Ten Lakh only) divided
into 16,81,00,200 (Sixteen Crore Eighty One Lakh and
Two Hundred) Equity Shares of H10 each (Rupees
Ten only), aggregating to H168,10,02,000/- (Rupees
One Hundred Sixty-Eight Crore Ten Lakh and Two
Thousand only) and 1,19,99,800 (One Crore Nineteen
Lakh Ninety Nine Thousand Eight Hundred)
preference shares of H10/- (Rupees Ten only) each
aggregating to H11,99,98,000/- (Rupees Eleven Crore
Ninety Nine Lakh and Ninety Eight Thousand Only).

During the financial year under review there
was no change in the Authorized Share Capital
of the Company.

Paid up Equity Share Capital as on 31^st March 2025

As on 31^st March 2025, the Issued, Subscribed
and Paid up share capital of the Company is
H141,62,51,870/- (Rupees One Hundred Forty
One Crore Sixty Two Lakh Fifty One Thousand and
Eight Hundred Seventy) divided into 14,16,25,187
(Fourteen Crore Sixteen Lakh Twenty Five Thousand
One Hundred Eighty Seven) Equity Shares of face
value of H10/- (Rupees Ten only) each.

On 20^th January 2025, the Company allotted
3,93,385 (Three Lakh Ninety-Three Thousand Three
Hundred & Eighty-Five) Equity Shares to the Newgen
ESOP Trust under Newgen Software Technologies
Limited Employee Stock Option Scheme-2022 and
9,40,000 (Nine Lakh Forty Thousand) Equity Shares
of face value of H10/- each to Newgen RSU Trust,
under Newgen RSU 2021 Scheme, which led to an
increase in paid-up share capital of the Company to
H1,41,62,51,870/- (Rupees One Hundred Forty One
Crore Sixty Two Lakh Fifty One Thousand and Eight
Hundred Seventy).

The Equity Shares of the Company are listed on
BSE Limited (BSE) and National Stock Exchange
of India (NSE).

8. Employee Share Based Scheme:

As on 31^st March 2025, the Company has in place
following Schemes: -

a) Newgen Employees Stock Option
Scheme-2014 (âNewgen ESOP Scheme 2014â):

The details on Options granted, exercised, vested
and lapsed during the financial year 2024-25 and
other particulars as required under the Act, read
with its rules and SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 in
respect to this Scheme are enclosed herewith
as ''Annexure - 2â to this Report.

b) Newgen Software Technologies limited
Employees Stock Option Scheme-2022
(âNewgen ESOP Scheme 2022â): The details
on Options granted, exercised, vested and
lapsed during the financial year 2024-25 and
other particulars as required under the Act, read
with its rules and SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 in
respect to this Scheme are enclosed herewith
as âAnnexure - 2Aâ to this Report.

c) Newgen Software Technologies Restricted
Stock Units Scheme - 2021 (âNewgen RSU
2021 Schemeâ): Particulars required under
the Act, read with its rules and SEBI (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021 in respect to this scheme
are enclosed herewith as âAnnexure - 2Bâ
to this Report.

9. Credit Rating and Liquidity:

The Company has not issued any debt instruments
or accepted any fixed deposits and was therefore,
not required to obtain credit ratings in respect of the
same. The credit rating received from CRISIL Limited
during the financial year 2024-25 for bank facilities is
CRISIL A1 for the short term.

Our principal sources of liquidity are existing cash
and cash equivalents and the cash flow that we
generate from our operations. The Company follows
a moderate investment policy and invests in high-
quality Equity, hybrid, debt instruments and bonds.
As on 31^st March 2025, on a standalone basis, cash and
cash equivalents were H4,504.64 Lakh and in addition
to that H50,839.62 Lakh was invested in mutual funds
& bonds and H27,871.31 Lakh in current and nonÂ¬
current fixed deposits with Banks and NBFC.

As of 31^st March 2025, on a consolidated basis,
cash and cash equivalents were H10,377 Lakh and
in addition to that H50,839.62 Lakh was invested in
mutual funds & bonds and H39,273.93 Lakh in current
and non-current fixed deposits with Banks and NBFC.

10. Directors and Key Managerial Personnel:

The Company has a professional Board with an
optimum combination of executive and nonÂ¬
executive directors who bring to the table the right
mix of knowledge, skills and expertise. The Board
provides strategic guidance and direction to the
Company in achieving its business objectives and
protecting the interests of stakeholders.

Pursuant to the approval of the Shareholders, by way
of special resolutions in their 32^nd Annual General
Meeting, Mr. Diwakar Nigam, Chairman & Managing
Director, Mr. T.S. Varadarajan, Whole-Time Director
and Ms. Priyadarshini Nigam, Whole-Time Director
have been re-appointed for a further period of Five
Years with effect from 1^st June 2024.

In accordance with Section 152 of the Act, Mr. Diwakar
Nigam (DIN: 00263222), who has been longest in the
office, is liable to retire by rotation at the ensuing
33^rd AGM and being eligible, seeks re-appointment.
The Board recommends his appointment for the
approval of the members of the Company in the
ensuing 33^rd AGM.

Based on the recommendation of Nomination
& Remuneration Committee (NRC), the Board of
Directors (the âBoardâ), by way of circulation on
30^th July 2024, had approved the appointment
of Mr. Sudhir Kumar Sethi (DIN: 00058105) as an
Additional Director in the category of Non-Executive
Independent Director of the Company in accordance
the Companies Act, 2013 (âthe Actâ) and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âListing Regulationsâ).

During the Year, based on the recommendation
of the Nomination & Remuneration Committee
and the Board of Directors, the approval of the
Members of the Company was obtained, by way of
Special Resolutions, through Postal Ballot procedure
for appointment of Mr. Sudhir Kumar Sethi (DIN:
00058105), as an Independent Director of the
Company for the first term of five (5) years with for a
period of Five (5) consecutive years with effect from
30^th July 2024, not liable to retire by rotation.

During the year, based on the recommendation of
the Nomination & Remuneration Committee and
the Board of Directors, the approval of the Members
of the Company was also obtained, by way of Special
Resolutions, through Postal Ballot procedure for
the re-appointment of Ms. Padmaja Krishnan (DIN:
3155610) as an Independent Director of the Company
for the second term of five (5) years with effect from
24^th March 2025, not liable to retire by rotation.

During the year, in accordance with the provisions
of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, Mr. Kaushik Dutta ceased to be an
Independent Director of the Company on 08^th July
2024 (closing of business hours), upon completion
of his second term as an Independent Director. The
Board places on record, their appreciation for the
services rendered by him during his tenure.

Key managerial personnel

During the year under review, no changes have
taken place in the position of the Key Managerial
Personnels (KMPs) of the Company.

The details required pursuant to sub-section 12
of Section 197 of the Act read with Rule 5 of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and SEBI
Listing Regulations in respect of employees of the
Company, are enclosed herewith as "Annexure -3â
to this Report.

Declaration of Independence by Independent
Directors

During the year under review, all Independent
Directors have given declarations that they meet the
criteria of independence as laid down under Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations and have complied with the Code
of Conduct for Independent Directors prescribed in
Schedule IV of the Act. The Independent Directors
have also given declaration(s) of compliance with
Rules 6(1) and 6(2) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, with
respect to their name appearing in the data bank
of Independent Directors maintained by the Indian
Institute of Corporate Affairs In the opinion of the

Board of Directors, all the Independent Directors
have relevant integrity, skills, expertise, experience
and proficiency.

Board and Committee Meetings

The number and dates of meetings of the Board
and its Committees are set out in the Corporate
Governance Report which forms the part of this
Report. The intervening gap between Board
Meetings was within the period prescribed under
the provisions of Section 173 of the Act and SEBI
Listing Regulations.

The Composition of Audit Committee and other
Statutory Committees constituted by the Board
under the provisions of the Act, & SEBI Listing
Regulations along with number and dates of
meetings of such committees are set out in the
Corporate Governance Report which forms part
of this Report.

All the recommendations by the Audit Committee
and other Statutory Committees were accepted by
the Board of Directors.

The salient features of the Remuneration
policy and criteria for selection of candidates
for appointment as Directors and Senior
Management Personnel.

The Company has in place a policy on the
Nomination & Remuneration of Directors and key
Managerial and Senior Management Personnel
which is framed with the object of attracting,
retaining, and motivating talent that is required
to run the Company successfully. It primarily lays
down a framework in relation to the appointment,
remuneration and performance evaluation of the
Directors, Key Managerial Personnel (KMP), and
Senior Management Personnel as well as provide
guidance to the Board of Directors (Board) and
Nomination & Remuneration Committee (NRC)
in relation to appointment/ removal to the said
positions, which has been approved by the Board
of Directors. The key objectives and purposes of the
Policy inter alia are:

a) Formulating the criteria for determining
qualifications, positive attributes, and
independence of a Directors including Key
Managerial Personnel and recommending to
the Board a policy/ framework relating to the
remuneration of Directors, Key Managerial
Personnel, Senior Management Personnel, and
other employees.

b) To provide guidance to the Board and the
Committee in relation to the appointment/
removal of Directors, Key Managerial Personnel,
and Senior Management Personnel.

c) Formulating the criteria for evaluation of the
performance of the Chairperson, Independent
Directors, non-Independent Directors, and the
Board of Directors as a whole.

d) To devise a policy on diversity of the Board of
Directors and to build a Succession Plan for
appointment to the Board of Directors, KMPs,
and Senior Management Personnel.

e) To retain, motivate and promote talent
and to ensure long-term retention of
talented managerial persons and create
competitive advantage.

The Company''s Policy on Directors'' appointment
and remuneration including criteria for determining
qualification, positive attributes, independence
of a director and other matters provided under
section 178(3) of the Act, is available on the website
of the Company at https://landing.newgensoft.
com/hubfs/ 2 02 0%2 0Website%2 0files/IR/
doc00744720230509144545.pdf.

Board effectiveness:

a) Familiarization program for Independent
Directors:

Over the years, the Company has developed a
familiarization process for the newly appointed
Directors with respect to their roles and
responsibilities. The process has been aligned
with the requirements under the Act and
other related regulations. This process inter
alia includes providing an overview of the
Company''s business model, industry, risks
and opportunities, new products, Innovations,
sustainability measures etc.

b) Annual evaluation of the performance of
the Board, its committees, and of individual
directors:

The Board carries out annual performance
evaluation of its own performance, the Directors
individually, as well as the evaluation of the
working of its various Committees as mandated
under the Act and the SEBI Listing Regulations.

The details of training and familiarisation
programs and the annual evaluation process
for directors, Board, and its committees are set
out in the Corporate Governance Report which
forms part of this Report.

H. Internal Control Systems and their
Adequacy:

on the framework of internal financial controls and
compliance systems established and maintained
by the Company and the work performed by the
internal, statutory and secretarial auditors, external
consultants, including but not limited to the audit of
internal financial controls over financial reporting by
the statutory auditors and the reviews performed by
management and the relevant Board Committees,
including the Audit Committee, the Board is of the
opinion that adequacy of the Company''s internal
financial controls commensurate with the nature
and size of the Company and were effective during
the financial year 2024-25.

For more description, kindly refer the Management
Discussion and Analysis Report as annexed
with this Report.

12. Quality Systems & Information Security
Initiative and Compliance:

Newgen has consistently maintained its commitment
to the highest levels of quality, robust information
security, and privacy management practices. These
efforts have culminated in achieving a significant
milestone during the financial year 2024-25. The
standards and compliances are embedded in our
Systems and Framework for a risk-based approach
to management and ongoing risk assessment. In
combination, they help the Company bring the
products and services that are safe and effective to
our markets, meet the regulatory requirements, and
meet customer expectations consistently. They enable
our business to protect its reputation, accelerate
change, and meet customer needs reliably. They also
enable us to demonstrate effective governance, risk
management, requisite compliance, and adoption of
evolving industry best practices.

Newgen''s Quality and Information Security System
has been a steady journey starting from 1997. The
same is evident from implementing the best of
industry standards, namely ISO 9001, CMMi Dev,
ISO 27001, ISO 27017, ISO 27018, SOC 1 Type 2, SOC 2
Type 2, and PCI-DSS with process improvement and
resulting Customer/Employee benefits as the core
objective. Emphasis has been on System-driven,
transparent processes, which deliver exceptional
Quality first time right with the required level of
security. Additionally, our policies aligned with the
Data Privacy regulations like GDPR, protect personal
data and respect individual privacy rights.

Our management systems are designed to safeguard
both Newgen and customer assets. The Newgen
Quality System (NQS) and Information Security
Management System (ISMS) define and enforce the
Company''s processes, policies, and guidelines to
ensure the confidentiality, integrity, and availability of
information and information processing assets, while
also ensuring customer satisfaction.

At Newgen, we continue to demonstrate effective
governance, risk management, and requisite
compliance while embracing evolving industry
best practices.

13. Audit Reports And Auditors:

Secretarial Auditors and their Report

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Secretarial Audit Report for
the financial year ended 31^st March 2025, issued
by M/s Aijaz & Associates, Company Secretaries, is
annexed herewith as Annexure-4 to this Report.
The said report does not contain any qualification,
reservation, or adverse remark.

Appointment of new Secretarial Auditor

Pursuant to Section 204(1) of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, and Pursuant to Regulation 24A of SEBI (LODR)
(Third Amendment) Regulations, 2024, with effect
from April 1, 2025, the listed entity shall appoint
or re-appoint:-

â¢ an individual as Secretarial Auditor, who is a
"Peer Reviewed Company Secretaryâ for not
more than one term of five consecutive years; or

â¢ a Secretarial Audit firm, who is a "Peer
Reviewed Company Secretaryâ as Secretarial
Auditor for not more than two terms of five
consecutive years,

The appointment or re-appointment will be subject
to the approval of the shareholders in its Annual
General Meeting.

In accordance with the above Regulation and based
on the recommendation of the Audit Committee,
the Board of Directors of the Company, at its meeting
held on 2^nd May 2025, has proposed to appoint M/s
Kundan Agrawal & Associates, Practicing Company
Secretaries (Certificate of Practice No. 8325), as the
Secretarial Auditors of the Company for a period of
five years commencing from the financial year 2025Â¬
26. The practicing Company Secretary holds a valid
certificate of peer review issued by the Institute of
Company Secretaries of India and that he has not
incurred any of the disqualifications as specified
under the Companies Act, 2013 and by the SEBI. The
Company has received a written confirmation from
the aforesaid firm to the effect that his appointment
as the Secretarial Auditors of the Company, if made,
will be as per the requirements laid down under the
Companies Act, 2013 and SEBI Listing Regulations.
In this regard, a Resolution for appointment is carried
in the Notice of the Annual General Meeting, which is
recommended by the Board for approval.

Statutory Auditors and their Report

There are no qualifications, reservations or adverse
remarks or disclaimers in the Auditor''s Report for the
financial year ended 31^st March 2025.

Cost Auditors

In terms of Section 148 of the Act and the Companies
(Cost Records and Audit) Rules, 2014, Cost Audit is
not applicable to the Company for the financial year
ended 31^st March 2025.

14. Reporting Of Frauds by Auditors:

During the financial year 2024-25, no incidence of
any fraud has occurred against the Company by its
officers or employees. Neither the Audit Committee
nor the Board of the Company has received any
report involving any fraud from the Statutory
Auditors of the Company. As such, there is nothing to
report by the Board, as required under Section 134(3)
of the Companies Act, 2013.

15. Deposits:

During the financial year 2024-25, the Company has
not accepted any fixed deposit within the meaning of
Section 73 of the Act and the rules made thereunder.

16. Particulars of Loans, Guarantees or
Investments Under Section 186 of the Act:

The particulars of loans, guarantees and investments,
if any, as per Section 186 of the Act by the Company,
have been disclosed in the financial statements
(refer note no. 6, 10 and 14).

Pursuant to SEBI Circular No. SEBI/HO/DDRS/
CIR/P/2018/144 dated November 26, 2018, the
Directors confirm that your Company is not identified
as a "Large Corporateâ during the year ended 31^stMarch 2025 as per the framework provided in the
said Circular. Moreover, your Company has not raised
any funds by issuance of debt securities.

17. Particulars of Contracts or Arrangements
with Related Parties:

There were no contracts or arrangements, or
transactions entered with related parties during
the financial year 2024-25 , which were not at
arm''s length. There are no material related party
transactions made by the Company with Promoters,
Directors, Key Managerial Personnel ("KMPsâ) or
others which may have a potential conflict with the
interest of the Company.

None of the Directors and KMPs has any material
pecuniary relationships or transactions vis-a-vis
the Company except for remuneration paid as per
terms of their respective appointments. A statement
giving details of all related party transactions is
placed before the Audit Committee and the Board
of Directors on a quarterly basis. The disclosure of
related party transactions, as required under Section
134(3)(h) of the Act in Form AOC-2 is enclosed
herewith as "Annexure-5â to this Report.

Disclosures in compliance with the applicable
Accounting Standard on "Related Party Disclosuresâ
and other transactions, if any, of the Company, with any
person or entity belonging to the promoter/promoter
group which hold(s) 10% or more shareholding in the
Company, have been given in the financial statements.

The policy on Related Party Transactions as approved
by the Board of Directors is uploaded on the website
of the Company at https://landing.newgensoft.
com/hubfs/ 2020%20Website%20files/IR/Policy-on-
Related-Party-Transaction-2.pdf.

18. Details of CSR Policy And Initiatives taken
during the Financial Year 2024-25:

Company''s CSR Policy is established by the Board
of Directors with the recommendation of the CSR
Committee. Corporate Social Responsibility (CSR),
for Newgen, for creating greater good and having a
holistic social impact and inclusive development. CSR
is an integral part of our Company''s culture, rooted in
our values as an organization. Newgen is committed
for making a meaningful contribution towards the
nation''s social, economic, and environmental goals.
The objective of the CSR Policy is to make CSR a key
process for the sustainable development of whole
communities, and we actively contribute to the
holistic development of underprivileged children.
Our efforts are concentrated on raising the human
development index in India specifically by enhancing
children''s quality of education and life.

The CSR policy lays down the principles/ process for
the identification, selection, and implementation
of CSR activities & programs keeping in mind the
Company''s CSR vision. It also provides the framework
to monitor & evaluate the CSR activities & programs
in accordance with the provisions of the Act. Further
brief outline on the initiatives undertaken by the
Company on CSR activities during the financial year
2024-25, is enclosed herewith as "Annexure-6". Other
details regarding Company''s CSR activities and CSR
Policy are available on the website of the Company at:
https://1anding.newaensoft.com/hubis/ 2020%20Website%20
files/IR/Policv-on-Corporate-Social-Responsibilitv.pdf.

CSR Awards and Recognition:

During the financial year, the Company received the
following award for its efforts in education, nutrition,
and holistic development under CSR initiatives:-

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

The particulars as prescribed under section 134 of
the Act, read with the Companies (Accounts) Rules,
2014 are as follows:

a. Details of Conservation of energy.

Newgen is committed to conserving the
environment by adopting the "Go Green
Initiativesâ for efficient consumption of
energy and increasing use of green power. It
is also undertaking various water and waste
management initiatives in its area of operations
across all its premises. Although the operations
of the Company do not consume high levels
of energy, it constantly adopts newer and
efficient energy conservation technologies and
initiatives. Following Key Sustainability Initiatives
have been taken by the Company time to time: -

(i) Energy Efficiency Measures:

â¢ Solar Power Expansion: A 19 KW-3 phase
Rooftop solar power system is already
functional at our Delhi office with a Net
metering system. During the year, the
Company has also installed in-house 80KW
solar power capacity in Noida location and
40 KW in Chennai office. Together, they
have generated 125MWH units of solar
power. The rented premises in Noida also
uses renewable energy sources.

â¢ Increased use of LED lighting: Majority of
the offices have transitioned to LED lights.
Motion & occupancy sensor lights are
installed in common areas, meeting rooms,
and private offices.

â¢ Efficient Air Conditioning System:

Implementation of an efficient air
conditioning system in Mumbai office
resulting in efficient utilization.

Award Name	Theme	Award sponsor
AIBCF CSR &	Education	All India Business
Sustainability		& Community
Award 2025		Foundation (AIBCF)

(ii) Water/ Waste Management Initiatives/
Practices:

â¢ Following E-waste Management guidelines
and disposing of E-waste through
authorized dealers.

â¢ Onboarded vendors across location for
proper segregation, collection, management
and recycling of waste. Conscious efforts
in minimizing usage of paper and singleÂ¬
use plastic in office premises. Introduced
stationery made from recycled paper which
can be recycled further.

â¢ Installed Eco flow water saving tap aerators
in washrooms across many locations which
in turn help us to reduce our water footprint
significantly. Collecting and reusing
rejected water from RO plants within
our facilities for tasks such as mopping
and cleaning. In some facilities, rejected
water from RO is collected and stored in
Rainwater harvesting facility. Our water
stations in Mumbai are now certified with
GRIHA (Green rating for Integrated Habitat
Assessment), India''s national rating system
for sustainable habitat.

â¢ Using Padcare machine at Mumbai office
to recycle sanitary pads into sterilized paper
and plastic. Two Mumbai offices have
received Positive workplace certification
from period positive workplace coalition
in recognition of the outstanding efforts to
support gender equality

â¢ In Chennai office, Newgen has
implemented a Zero Liquid Discharge
mechanism to ensure responsible
water management.

â¢ Implemented efficient air-conditioning
system in Mumbai office with optimal space
utilization plan for enhanced utilization
and zero wastage of electricity. Upgraded
AC filters in Noida office for cleaner air.

â¢ Reduction in food waste in cafeterias
with the help of a sustained campaign to
sensitize employees.

b. Technology Absorption, Adaptation and
Innovation.

FY 2024-25 marked a defining shift for Newgen,
from adopting AI capabilities to building an AI-
First foundation across our product portfolio. This
year, we didn''t just integrate new technologies,
we absorbed, adapted and innovated in ways
that deliver meaningful value to our customers.
AI-First foundation across our product portfolio.

Technology Absorption

We absorbed cutting-edge technologies such
as Generative AI, Machine Learning, and Large
Language Models (LLMs), embedding them
deeply into the NewgenONE platform:

â¢ GenAI-infused Low Code Data Science
Studio and IDP Studio

â¢ AI-enhanced process modeling, dashboards,
communications, and case handling

â¢ Deep content understanding through
LLMs trained on enterprise documents

Technology Adaptation

We adapted these technologies to work
seamlessly within enterprise, regulated
environments, tailoring them for BFSI,
Government, and Healthcare sectors:

â¢ Domain-specific AI agents built for
underwriting, onboarding, and claims

â¢ ECM transformed into intelligent knowledge
engines with NLP-powered search

â¢ 50% faster processing times and 25-30%
reduction in manual tasks

Innovation

Innovation was focused on creating AI-first,
explainable, and personalized platforms, such as:

â¢ LumYn: A Growth Intelligence Platform

combining machine learning and GenAI

for hyper-personalized insights

â¢ Harper: A Conversion Intelligence

Platform optimizing contact center and
sales workflows

â¢ Real-time content ingestion, content

creation, and content-led decisionÂ¬

making solutions

All innovation is anchored in Trust: secure

deployment, private data handling, and
explainable AI decisions.

Regional Adaptation & Innovation Impact

While our platform has global capabilities,
we''ve worked to ensure contextual relevance
across regions:

â¢ North America: GenAI-led tools for credit
risk and fraud detection aligned to U.S.
compliance needs.

â¢ India & South Asia: AI-led automation in
government and BFSI, driving efficiency in
document processing and adoption of our
Gen AI capabilities

â¢ MEA: Al-based onboarding and claims use
cases seeing uptake among digital banks;
acceptance with Arabic-localized models.

â¢ APAC: Adoption of IDP and explainable AI
models in government

Industry Outcomes

â¢ Banking: GenAI for fraud detection, credit
scoring, personalized onboarding with
faster lending cycles

â¢ Insurance: AI for claims, underwriting,
policy servicing with efficiency gain

â¢ Healthcare: Provider lifecycle

automation with faster onboarding and
better compliance

Newgen''s AI-first strategy is built on absorbing
emerging technologies, adapting them

with purpose, and innovating with customer
outcomes in mind. We are making progress
across sectors and geographies; the journey
is ongoing. Our focus remains on delivering
trusted, explainable AI solutions that create real
business value and long-term impact.

Information in case of imported technology
(imports during the last five years)

- Not applicable

c. Research and Development.

The Company has made and will continue
to make, significant investments in software
product research and development to enable
and high level of client engagement and
satisfaction. For fiscal 2025 and 2024 the
Company spent 11.06% and 11.34% respectively
(as a proportion of our total expenditure) on
research and development. We believe that
the industry, in which we compete, witnesses
rapid technological advances in software
development due to constantly evolving
customer and industry preferences and needs.

The Company is focused on continuous
innovation and technology absorption to
develop and deliver compelling solutions. We
are not only adopting new technology but
leading it with an exemplary team of innovators
and domain experts. With a keen understanding
of technology trends, our development teams
work closely with delivery functions to identify
areas where we can scale up our products and
meet the needs of our customers. With a well-
structured product development process, from
ideation to implementation, we ensure that the
most advanced technologies are integrated
with our solutions and services.

We consistently invest in research and
development to expand the technology
stack and boost digital transformation for
our customers. As of date of this report,
Newgen has been granted 25 patents across
India and US. Moreover, in line with our
commitment to leading-edge technology
adoption, we have seamlessly integrated
emerging technologies such as Robotic Process
Automation (RPA), Cloud, Artificial Intelligence
(AI), Machine Learning (ML) and Generative AI
into our solutions.

Newgen Internal automation team leverages
the technology with both in house & standard
market tools to deliver innovative solutions
for better stakeholder experience, improved
engagements, better view of the data to facilitate
business users to take informed decisions.

1. Product Improvement:

â¢ MS Teams App is launched for
service request processing for
frequently used services by the
employees in OmniDesk.

â¢ UI/UX of portals are revamped to
enrich user engagement and better
view of the systems and higher
employee productivity

â¢ Processes are redesigned with
Global mindset.

â¢ Portals are moving to latest cutting-
edge product Newgen ONE & Gen
AI -Marvin for leveraging the new AI/
ML capabilities.

2. Automation of Process:

â¢ ESG system rolled out for tracking

and implementing energy

efficiency measures.

â¢ Automation of internal process across
different subsidiaries and capturing of
data in system.

â¢ Optimization of various services
running in internal systems that
resulted in better performance
of the systems.

3. Standard Tools:

â¢ "Planviewâ is being implemented for
managing complex processes around
Sales Operations, Project, Resource
management & Invoicing.

â¢ Microsoft Power BI tool was leveraged
for creating executive dashboards
for Sr. Management across different
functional areas

d. Foreign Exchange Earnings and Outgo.

Particulars

31^st

March 2025

1 31^stMarch 2024

Foreign Exchange
Earnings

89,583.15

73,692.95

Foreign Exchange
Outgo

19,275.48

18,693.35

20. Risk Management:

The Board of Directors of the Company has constituted
a Risk Management Committee to, inter-alia, assist the
Board in overseeing the responsibilities with regard to
identification, evaluation and mitigation of strategic,
operational and other inherent risk.

This Committee has developed and approved
a Risk Management Policy. The details of Risk
Management Committee are included in the
Corporate Governance Report which forms the part
of this report.

The Company has also laid down a Risk Management
Policy, defining Risk profiles involving Strategic,
Technological, Operational, Financial, Organizational,
Legal, and Regulatory risks within a well-defined
framework. The Risk Management Policy acts as an
enabler of growth for the Company by helping its
businesses to identify the inherent risks, assess, evaluate
and monitor these risks continuously and undertake
effective steps to manage these risks. The Board
evaluates the risk management systems through
Risk Management Committee. More details on Risk
Management including identification of risks and their

mitigation are covered in the Management Discussion
& Analysis Report, which forms part of this report.

Risk Management policy is available on the website
of the Company at: https://landing.newgensoft.
com/hubfs/ 2020%20Website%20files/IR/Risk-
Management-Policv.pdf.

Cyber Security Incident:

During the year under review, the Company had not
faced any cyber security threat.

21. Whistle Blower Policy/Vigil Mechanism
for Directors And Employees:

The Company is committed to develop a culture
of the highest standards of ethical, moral, and
legal business conduct wherein it is open to
communication regarding the Company''s business
practices for employees to raise concerns about
any poor or unacceptable practice and to protect
employees from unlawful victimization, retaliation
or discrimination for their having disclosed or
reported fraud, unethical behaviour, violation of
Code of Conduct, questionable accounting practices,
grave misconduct etc. To implement the above,
the Company has adopted a Whistle Blower Policy
and Vigil Mechanism that provides a framework to
report violations, any unethical behaviour, suspected
or actual fraud, violation of the Code of Conduct,
including providing adequate safeguards against
victimisation. The Code/ Policy provides for adequate
safeguards against victimization of director(s)/
employee(s) who avail of the mechanism and also
provides for direct access to the Chairman of the
Audit Committee in exceptional cases.

During the financial year 2024-25, three complaints were received through the Whistle Blower Mechanism, out of
which one complaint remained pending for closure as on 31^st March 2025. However, as of the date of this report,
the pending complaint have been duly addressed and closed.

S. No. Category	No. of complaints pending as on	Number of Complaints filed	Number of complaints pending as on
	1^st April 2024	during the year	31^st March 2025
1. Complaint through Whistle Blower Mechanism	Nil	2	1

Brief note of the complaints received:

1. Behavioral Issue: One complaint related to
a behavioral concern within a team at the
workplace and the same was forwarded to the
HR as per recommendation of the Ombudsman.
This was addressed and resolved as per the
Company''s Disciplinary Action Policy.

2. Conflict of Interest Allegation: One complaint
alleged a potential conflict of interest involving
a Newgen official and a sub-contractor. The

Preliminary Investigation Report prepared by
the Ombudsman was forwarded to the Audit
Committee for its consideration. While the
matter remained pending as on 31^st March
2025, it has since been closed as on the date
of this report.

The Company hereby affirms that it has not denied
access to any person to the Audit Committee and
that it has mechanism to provide protection to the
Whistle Blower as per the Whistle Blower Policy
of the Company.

Whistle Blower Policy/ Vigil Mechanism is available
on the website of the Company at: https://landing.
newgensoft.com/hubfs/ 2020%20Website%20files/
IR/Whistle%20Blower%20Policy.pdf.

22. Details of Significant and Material Orders
Passed by the Regulators or Courts or
Tribunals Impacting the Going Concern
Status and Company''s Operations in
Future: Nil

23. Web Address for Annual Return:

In terms of Section 92(3) of the Act, and Rule 12 of
the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is
available on the website of the Company at: https://
newgensoft.com/companv/investor-relations/
annual-return/.

24. Business Responsibility and Sustainability
Report:

Business responsibility and sustainability report
describing the initiatives taken by the Company
from an environmental, social and governance
perspective, in the format as specified by SEBI is
enclosed herewith as "Annexure - 7â to this Report.

25. Corporate Governance:

The report on Corporate Governance as stipulated
under the SEBI Listing Regulations forms an
integral part of this Report and the same is enclosed
herewith as "Annexure - 8â to this Report. The
requisite compliance certificate from the Secretarial
Auditor confirming compliance with the conditions
of Corporate Governance is also attached to the
Corporate Governance Report.

26. Management Discussion and Analysis:

The Management Discussion and Analysis
Report, highlighting the important aspects of the
business of the Company is enclosed herewith as
"Annexure 9â to this Report.

27. Other Disclosures:

a) As required under Regulation 30A of the SEBI
Listing Regulations, the Company has to
report that it has not been informed by any
shareholders, promoters, promoter group
entities, related parties, directors, KMPs or
employees of the Company, who are purported
to be parties to any agreements specified in
Clause 5A of Paragraph A of Part A of Schedule
III of the SEBI Listing Regulations, of having
entered into any agreement or have signed
any agreement to enter into such agreement
to which the Company is not a party as at the
end of the financial year. The Company further
reports that there is no such agreement of the
nature mentioned above that subsists on the
date of coming into effect of the SEBI (LODR)
(Second Amendment) Regulations, 2023

b) Your Company has complied with the
provisions, including those relating to the
Constitution of Internal Complaints Committee,
of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The details related with the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
is set out in the Corporate Governance Report
which forms the part of this report.

c) There are no significant and material orders
passed by the regulators or courts or tribunal
impacting the going concern status and the
Company''s operations in the future. Further, No
application was made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the financial year 2024-25 .

d) The details of the difference between the
amount of the valuation done at the time of
one-time settlement and the valuation done
while taking a loan from the Banks or Financial
Institutions along with the reasons thereof.
- Not Applicable

e) No case/ complaint was reported under Child
labour/ forced labour/ involuntary labour and
Discriminatory employment related matters in
the financial year 2024-25.

f) The Company complies with all applicable
mandatory secretarial standards issued by the
Institute of Company Secretaries of India.

g) During the financial year, the Company has not
changed its Registered Office.

28. Directors'' Responsibility Statement:

In terms of Section 134(5) of the Act, the Directors

would like to state that:

I. In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures, if any.

II. The Directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that were
reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at
the end of the financial year and of the profit or
loss of the Company for the year under review.

III. The Directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of this Act for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities.

IV. The Directors had prepared the annual accounts
on a going concern basis.

V. The Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate
and were operating effectively.

VI. The Directors had devised proper system to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

29. Cautionary Statements:

Statements in the Board''s Report and the
Management Discussion & Analysis Report
describing the Company''s objectives, expectations
or forecasts may be forward looking within the
meaning of applicable laws and regulations. Actual
results may differ materially from those expressed in
the statements.

30. Appreciation:

Your directors take this opportunity to thank all the
members, customers, vendors, investors, bankers
and other stakeholders for their confidence and
continued support during the financial year 2024Â¬
25. Directors place on record their appreciation to
the contribution made by employees through their
hard work, dedication, competence, support and coÂ¬
operation towards the growth of the Company.

For and on behalf of Board of Directors
Diwakar Nigam

Date: 27.05.2025 Chairman & Managing Director

Place: New Delhi DIN: 00263222

Mar 31, 2024

The Board ofDirectors is pleased to present the 32^nd Annual Report on Business and Operations of your Company Newgen Software Technologies Limited ("the Companyâ or "Newgenâ) along with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March 2024.

1. Company''s Affairs and Financial Performance:

Newgen Software Technologies Limited is a provider of enterprise-wide unified digital transformation platform with native process, content, communication, intelligence and low code capabilities that drives end-to-end automation at scale. Large enterprises globally leverage Newgen''s cutting edge technologies to innovate and transform their operations to serve their customers better and faster. Newgen focuses on delivering best-in class platforms and solutions to its global clientele, thus facilitating their digital initiatives, streamlining operations and improving customer experiences. The key platforms of Newgen include Contextual Content Services (ECM), Intelligent Process Automation

(BPM), Omnichannel Customer Engagement (CCM), Low Code Application Development and Artificial Intelligence and Data Science.

Newgen has been at the forefront of transforming businesses for over 500 active customers across 76 countries. With a marquee clientele from India, USA, Canada, UAE, Saudi Arabia, UK, Philippines, Indonesia, Singapore and Australia, the Company offers enterprise solutions tailored to the needs of different business verticals. Newgen has emerged as a preferred partner for leading banks, insurance firms, healthcare organisations, governments, telecom companies, shared service centres and BPOs worldwide. For more details, kindly refer to the Management Discussion and Analysis Report highlighting the important aspects of the business of the Company as annexed to this Report.

Key highlights of the Financial Results of the Company prepared as per the Indian Accounting Standards (Ind-AS) for the financial year ended 31^stMarch 2024 are as under. Wherever applicable, the Consolidated Financial Statements are also being presented in addition to the Standalone Financial Statements of the Company.

(Rs. in Lakh)
	Standalone		Consolidated
Particulars	Financial Year	Financial Year	Financial Year	Financial Year
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	1,13,611.93	88,780.06	1,24,382.86	97,397.88
Other Income	4,550.01	3,291.11	48,06.43	3,398.57
Total Income	1,18,161.94	92,071.17	1,29,189.29	1,00,796.45
Operating Expenditure	86,731.15	69,029.09	95,551.85	76,176.16
Profit/ loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	31,430.79	23,042.08	33,637.44	24,620.29
Less: Depreciation/ Amortisation/ Impairment	2,585.09	2,263.72	2,796.77	2,467.14
Less: Finance Costs	410.65	389.18	418.18	425.1
Profit /loss before Exceptional items and Tax Expenses	28,435.05	20,389.18	30,422.49	21,728.05
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	28,435.05	20,389.18	30,422.49	21,728.05
Less: Provision for Current Tax	5,270.70	3,872.52	5,953.49	4,276.98
Less: Provision for deferred tax (credit)/ charge	(569.2)	(277.43)	(691.5)	(250.08)
Profit after Tax (A)	23,733.55	16,794.09	25,160.50	17,701.15
Total Comprehensive Income/Loss (B)	(355.49)	(224.66)	(214.92)	520.87
Total (A B)	23,378.06	16,569.43	24,945.58	18,222.02
Balance of profit /loss for earlier years	70,401.96	56,755.87	74,981.31	60,428.17
Less: Dividend paid on Equity Shares during the year for the previous financial year	3497.79	3,148.01	3,497.79	3,148.01
Add: Adjustment of deferred tax	-	-	-	-
Profit available for Appropriation	90,637.72	70,401.96	96,644.02	74,981.31
Balance carried to Balance Sheet	90,637.72	70,401.96	96,644.02	74,981.31

â¢ On a consolidated basis, the Company''s revenue from operations stood at 3 1,24,382.86 lakh reflecting an increase of 27.70% in the financial year 2023-24 as against 3 97,397.88 lakh in the financial year 2022-23.

â¢ Consolidated Profit after Tax for the year stood at 3 25,160.50 lakh compared to 3 17,701.15 Lakh reflecting an increase of 42.10 % in the financial year 2023-24.

â¢ On account of the merger of Number Theory Software Private Limited, the Company has accounted for the merger under the Pooling of Interest method retrospectively for all periods presented in the above financial statements as prescribed in the IND AS 103- Business Combination of entities under common control. Previous year numbers have been accordingly restated. There is no material impact on the Standalone and Consolidated financial statements of the Company for the comparative periods.

2. Material Changes, if any, Affecting the Company:

There have been no occurrences of any material changes and commitments, which affect the financial position of the Company between the end of the financial year to which the Financial Statements relate and the date of this Report. There is no change in the nature of business of the Company during the financial year 2023-24.

3. Industry overview:

Important changes in the industry, business, external environment and economic outlook are detailed in the Management Discussion and Analysis Report as annexed with this Report.

4. Transfer to General Reserve:

Your directors have decided not to transfer any amount to the general reserve during the financial year 2023-24.

5. Dividend:

Considering the Company''s financial performance, and the Dividend Policy of the Company, the Board of Directors has recommended a payment of dividend at a rate of 3 4/- per Equity Share (on face value of 3 10/- each on the expanded capital base post bonus issue of 1:1) i.e. 40% on the paid up equity capital of the Company for the financial year ended 31^st March 2024. This is payable to Shareholders whose names appear in the Register of Members as on record date, subject to the approval of the Members at the ensuing 32^nd Annual General Meeting of the Company ("AGMâ). The total outgo for such a dividend will amount to 3 5,611.67 Lakh in comparison to the previous year''s 3 3,497.79 Lakh (In the previous year dividend was declared at a rate of Rs.5/- per Equity Share).

The Company has formulated a Dividend Distribution Policy, which includes the circumstances under which the member may/may not expect dividends, the financial parameters, internal and external factors, utilization of retained earnings, parameters with regard to different classes of shares. The provisions of this Policy are in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ) and the Policy is available

on the website of the Company at https://investors. newgensoft.com/wp-content/uploads/2021/06/ Dividend-Distribution-policy.pdf.

The Details of unpaid and unclaimed amounts, related to earlier years, lying with the Company is uploaded on Company''s website at https://investors. newgensoft.com/#corporate-governance and IEPF Authority website at http://www.iepf.gov.in/.

Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("Actâ), those dividend amounts which have remained unpaid or unclaimed for a period of seven consecutive years are required to be transferred to the Investor Education and Protection Fund ("IEPFâ) established pursuant to Section 125 of the Act. As on 31^st March 2024, no such unpaid or unclaimed dividend amount is required to be transferred to IEPF. The contact details of the Nodal Officer, Mr. Aman Mourya, Company Secretary of the Company, as required under the provisions of IEPF rules, are available on the website of the Company at https://newgensoft.com/Company/investor-

relations/#contact.

6. Subsidiary Companies:

As on 31^st March 2024, the Company had eight wholly -owned subsidiaries, as below. There has been no material change in the nature of the business of these subsidiaries in the financial year 2023-24.

1. Newgen Software Inc. USA. (Incorporated in USA)

2. Newgen Software Technologies Pte. Ltd.

(Incorporated in Singapore)

3. Newgen Software Technologies Canada Ltd.

(Incorporated in Canada)

4. Newgen Software Technologies (UK) Limited. (Incorporated in UK)

5. Newgen Software Technologies Pty Ltd.

(Incorporated in Australia)

6. Newgen Computers Technologies Limited.

(Incorporated in India)

7. Newgen Software Technologies L.L.C.

(Incorporated in Dubai)

8. Newgen Software Technologies Company

Limited (Incorporated in Saudi Arabia).

During the year, a new wholly-owned Subsidiary was incorporated in Saudi Arabia namely Newgen Software Technologies Company Limited on 20^thJuly 2023. There are no associate companies or joint venture Companies within the meaning of Section 2(6) of the Act.

Number Theory Software Technologies Limited, a wholly-owned subsidiary of the Company merged with the Company pursuant to the Certified Order dated 04^th October 2023 issued by Hon''ble National Company Law Tribunal (NCLT), New Delhi. The Company has also made the necessary filing with the Registrar of Companies.

There are no other companies that have become or ceased to be subsidiaries, associates, or joint ventures of the Company during the financial year 2023-24.

The Consolidated Financial Statements of the Company for the financial year ended 31^st March 2024 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors'' Report thereon form part of this Board Report. The statement containing salient features of the Financial Statement of subsidiaries is enclosed herewith in form AOC-1 as "Annexure -1" to this Report.

Financial Statements of the aforesaid subsidiary companies are kept open for inspection by the Members at the Registered Office of the Company during business hours on all days except Saturday & Sunday up to the date of the AGM as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or to the Compliance Officer of the Company. The Financial Statements of the subsidiaries including the Consolidated Financial Statements and all other documents required by law to be attached thereto have also been uploaded on the website of the Company at https://investors.newgensoft. com/Company/investor-relations/disclosures-under-regulation-46-of-sebi/.

To comply with the provisions of Regulation 16(c) of SEBI Listing Regulations, the Board of Directors of the Company has adopted a Policy for determining Material Subsidiary. The policy on Material Subsidiary has been uploaded on the website of the Company at https://investors.newgensoft.com/wp-content/ uploads/2021/06/Policv-for-determining-Material-Subsidiaries-1-1.pdf.

7. Capital Structure:

Authorized Share Capital as on 31^st March 2024

As on 31^st March 2024, the Authorised share capital of the Company is 3180,10,00,000 (Rupees One Hundred Eighty Crore and Ten Lakh only) divided into 16,81,00,200 (Sixteen Crore Eighty One Lakh and Two Hundred) Equity Shares of 3 10 each (Rupees Ten only), aggregating to 3 168,10,02,000/- (Rupees One Hundred Sixty-Eight Crore Ten Lakh and Two Thousand only) and 1,19,99,800 (One Crore Nineteen Lakh Ninety Nine Thousand Eight Hundred) preference shares of 3 10/- (Rupees Ten only) each aggregating to 3 11,99,98,000/- (Rupees Eleven Crore Ninety Nine Lakh and Ninety Eight Thousand Only).

Following are the details of changes in the Authorized Share Capital of the Company during the financial year: -

a) Pursuant to the merger of Number Theory Software Technologies Limited with the Company, the Authorised share capital of the Company increased from 3 110,00,00,000/-(Rupees One Hundred Ten Crore only) to 3 110,10,00,000/- (Rupees One Hundred Ten Crore and Ten Lakh only).

b) Pursuant to the Ordinary Resolution passed through postal ballot by the Members on 02^ndJanuary 2024, the Authorised Share Capital of the Company was also increased from 3 110,10,00,000/- (Rupees One Hundred Ten Crore and Ten Lakh only) to 3 180,10,00,000 (Rupees One Hundred Eighty Crore and Ten Lakh only).

Paid up Equity Share Capital as on 31^st March 2024

As on 31^st March 2024, the Issued, Subscribed and Paid up share capital of the Company is 3 1,40,29,18,020/- (Rupees One Hundred Forty Crore Twenty Nine Lakh Eighteen Thousand and Twenty) divided into 14,02,91,802 (Fourteen Crore Two Lakh Ninety One Thousand Eight Hundred Two) Equity Shares of face value of 3 10/- (Rupees Ten only) each.

Following are the details of changes in the Issued, Subscribed, and Paid up share capital of the Company during the financial year: -

a) On 17^th October 2023, the Company has allotted 1,13,700 (One Lakh Thirteen Thousand Seven Hundred) Equity Shares to the Newgen ESOP Trust under Newgen Software Technologies Limited Employee Stock Option Scheme-2022, which led to an increase in paid-up share capital of the Company to 3 70,06,94,010/-(Rupees Seventy Crore Six Lakh Ninety-Four Thousand and Ten).

b) Pursuant to the approval of the Board ofDirectors dated 27^th November 2023, and Members'' approval by way of postal ballot dated 02^ndJanuary 2024, the Company allotted 7,00,69,401 (Seven Crore Sixty-Nine Thousand and Four Hundred One) fully paid up Bonus Equity Shares of Face Value of 10/- (Rupees Ten only) each to its existing Equity Shareholders in 1:1 ratio which led to an increase in paid-up share capital of the Company to 3 1,40,13,88,020/-(Rupees One Hundred Forty Crore Thirteen Lakh Eighty- Eight Thousand and Twenty).

c) On 20^th March 2024, the Company has allotted

13,000 (Thirteen Thousand) Equity Shares to the Newgen ESOP Trust under Newgen Software Technologies Limited Employee Stock Option Scheme-2022 and 1,40,000 (One Lakh Forty Thousand) Equity Shares to the Newgen ESOP Trust under Newgen Employees Stock Option Scheme-2014 which led to an increase in paid-up share capital of the Company to 3 1,40,29,18,020/- (Rupees One Hundred

Forty Crore Twenty-Nine Lakh Eighteen Thousand and Twenty.

The Equity Shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India (NSE).

8. Issue Of Bonus Shares

The Board of Directors in its meeting held on 27^thNovember 2023, recommended the issue of Bonus Equity Share, in the proportion of 1:1, i.e. 1 (One) bonus Equity Share of 3 10/- (Rupees Ten only) each for every 1 (One) fully paid-up Equity Shares of 3 10/-(Rupees Ten only) each held by the Members of the Company. The said bonus issue was approved by the Members of the Company vide Ordinary resolution passed through Postal Ballot dated 02^nd January 2024. Subsequently, the Finance and Operations Committee of the Company at its meeting held on 13^th January 2024, approved allotment of 7,00,69,401 (Seven Crore Sixty-Nine Thousand Four Hundred One) bonus Equity Shares to those Members whose name appeared in the list of NSDL, CDSL and RTA on record date i.e.12^th January 2024. The said Bonus shares rank pari-passu in all respects with the existing Equity Shares of the Company, including entitlement to dividend thereon.

9. Employee Share Based Scheme:

As on 31^st March 2024, the Company has in place following Schemes: -

a) Newgen Employees Stock Option Scheme-2014 ("Newgen ESOP Scheme 2014"):

The details on Options granted, exercised, vested and lapsed during the financial year 2023-24 and other particulars as required under the Act, read with its rules and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect to this Scheme are enclosed herewith as Annexure - 2â to this Report.

b) Newgen Software Technologies limited Employees Stock Option Scheme-2022 ("Newgen ESOP Scheme 2022"): The details on Options granted, exercised, vested and lapsed during the financial year 2023-24 and other particulars as required under the Act, read with its rules and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect to this Scheme are enclosed herewith as âAnnexure - 2Aâ to this Report.

c) Newgen Software Technologies Restricted Stock Units Scheme - 2021 ("Newgen RSU Scheme 2021"): Particulars required under the Act, read with its rules and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect to this scheme are enclosed herewith as âAnnexure - 2Bâ to this Report.

10. Credit Rating and Liquidity:

The Company has not issued any debt instruments or accepted any fixed deposits and was therefore, not required to obtain credit ratings in respect of the same. The credit rating received from CRISIL Limited during the financial year 2023-24 for bank facilities is CRISIL A1 for the short term.

Our principal sources of liquidity are existing cash and cash equivalents and the cash flow that we generate from our operations. The Company follows a conservative investment policy and invests in high-quality debt instruments and bonds. As on 31^stMarch 2024, on a standalone basis, cash and cash equivalents were 3 4,990.98 Lakh and in addition to that 3 36,498.89 Lakh was invested in mutual funds & bonds and 3 27,385.49 Lakh in current and noncurrent fixed deposits with Banks and NBFC.

As of 31^st March 2024, on a consolidated basis, cash and cash equivalents were 3 12,457.31 Lakh and in addition to that 3 36,498.89 Lakh was invested in mutual funds & bonds and 3 32,500.56 Lakh in current and non-current fixed deposits with Banks and NBFC.

11. Directors and Key Managerial Personnel:

The Company has a professional Board with an optimum combination of executive and non

executive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interests of stakeholders.

The current terms of Executive Directors viz. Mr. Diwakar Nigam, Chairman & Managing Director, Mr. T.S. Varadarajan, Whole-time Director, and Mrs. Priyadarshini Nigam, Whole-time Director would be expiring on 31^st May 2024, accordingly, on the recommendation of the Nomination & Remuneration Committee, the Board of the Company has, subject to the approval of the shareholders in the ensuing 32^ndAGM, approved the reappointment of the aforesaid Executive Directors for a further period of five years

i.e with effect from 1^st June 2024 to 31^st May 2029.

In accordance with Section 152 of the Act, Mr. T.S. Varadarajan (DIN: 00263115), who has been longest in the office, is liable to retire by rotation at the ensuing 32^nd AGM and being eligible, seeks re-appointment. The Board recommends his appointment for the approval of the members of the Company in the ensuing 32^nd AGM.

The details required pursuant to sub-section 12 of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations in respect of employees of the Company, are enclosed herewith as âAnnexure -3â to this Report.

Declaration of Independence by Independent Directors

During the year under review, all Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. The Independent Directors have also given declaration(s) of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs In the opinion of the Board of Directors, all the Independent Directors have relevant integrity, skills, expertise, experience and proficiency.

Board and Committee Meetings

The number and dates of meetings of the Board and its Committees are set out in the Corporate Governance Report which forms the part of this Report. The intervening gap between Board Meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI Listing Regulations.

The Composition of Audit Committee and other Statutory Committees constituted by the Board under the provisions of the Act, & SEBI Listing Regulations along with number and dates of meetings of such committees are set out in the Corporate Governance Report which forms part of this Report.

All the recommendations by the Audit Committee and other Statutory Committees were accepted by the Board of Directors.

The salient features of the Remuneration policy and criteria for selection of candidates for appointment as Directors and Senior Management Personnel.

The Company has in place a policy on the Nomination & Remuneration of Directors and key Managerial and Senior Management Personnel which is framed with the object of attracting, retaining, and motivating talent that is required to run the Company successfully. It primarily lays down a framework in relation to the appointment, remuneration and performance evaluation of the Directors, Key Managerial Personnel (KMP), and Senior Management Personnel as well as provide guidance to the Board of Directors (Board) and Nomination & Remuneration Committee (NRC) in relation to appointment/ removal to the said positions, which has been approved by the Board of Directors. The key objectives and purposes of the Policy inter alia are:

a) Formulating the criteria for determining qualifications, positive attributes, and independence of a Directors including Key Managerial Personnel and recommending to the Board a policy/ framework relating to the remuneration of Directors, Key Managerial Personnel, Senior Management Personnel, and other employees.

b) To provide guidance to the Board and the Committee in relation to the appointment/ removal of Directors, Key Managerial Personnel, and Senior Management Personnel.

c) Formulating the criteria for evaluation of the performance of the Chairperson, Independent Directors, non-Independent Directors, and the Board of Directors as a whole.

d) To devise a policy on diversity of the Board of Directors and to build a Succession Plan for appointment to the Board of Directors, KMPs, and Senior Management Personnel.

e) To retain, motivate and promote talent and to ensure long-term retention of talented managerial persons and create competitive advantage.

The Company''s Policy on Directors'' appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided under section 178(3) of the Act, is available on the website of the Company at https://investors. newgensoft.com/wp-content/uploads/2021/06/ doc00744720230509144545.pdf.

Board effectiveness:

a) Familiarization program for Independent Directors:

Over the years, the Company has developed a familiarization process for the newly appointed Directors with respect to their roles and responsibilities. The process has been aligned with the requirements under the Act and other related regulations. This process inter alia includes providing an overview of the Company''s business model, industry, risks and opportunities, new products, Innovations, sustainability measures etc.

b) Annual evaluation of the performance of the Board, its committees, and of individual directors:

The Board carries out annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its various Committees as mandated under the Act and the SEBI Listing Regulations.

The details of training and familiarisation programs and the annual evaluation process for directors, Board, and its Committees are set out in the Corporate Governance Report which forms part of this Report.

12. Internal Control Systems and their Adequacy:

The Company follows a robust system of internal controls to ensure that all assets are safeguarded and protected against loss from any unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly. Based on the framework of internal financial controls and compliance systems established and maintained by the Company and the work performed by the internal, statutory and secretarial auditors, external consultants, including but not limited to the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that adequacy of the Company''s internal financial controls commensurate with the nature and size of the Company and were effective during the financial year 2023-24.

For more description, kindly refer the Management Discussion and Analysis Report as annexed with this Report.

13. Quality Systems & Information Security Initiative and Compliance:

Newgen has consistently maintained its commitment to the highest levels of quality, robust information security, and privacy management practices. These efforts have culminated in achieving a significant milestone during the financial year 2023-24. The standards and compliances are embedded in our Systems and Framework for a risk-based approach to management and ongoing risk assessment. In combination, they help the Company bring the products and services that are safe and effective to our markets, meet the regulatory requirements, and meet customer expectations consistently. They enable our business to protect its reputation, accelerate change, and meet customer needs reliably. They also enable us to demonstrate effective governance, risk management, requisite compliance, and adoption of evolving industry best practices.

Newgen''s Quality and Information Security System has been a steady journey starting from 1997. The same is evident from implementing the best of industry standards, namely ISO 9001, CMMi Dev, ISO 27001, ISO 27017, ISO 27018, SOC 1 Type 2, SOC 2 Type 2, and PCI-DSS with process improvement and resulting Customer/Employee benefits as the core objective. Emphasis has been on System-driven, transparent processes, which deliver exceptional Quality first time right with the required level of security. Additionally, our policies aligned with the Data Privacy regulations like GDPR, protect personal data and respect individual privacy rights.

Our Management Systems help our business manage and protect not only the Newgen assets but also the Customer assets. ISMS outlines and enforces the Company''s policies, procedures, and guidelines to ensure confidentiality, integrity, and availability of information and information processing assets.

At Newgen, we continue to demonstrate effective governance, risk management, and requisite compliance while embracing evolving industry best practices.

14. Audit Reports And Auditors:

Secretarial Auditors and their Report

The Board of Directors of your Company in its meeting held on 02^nd May 2023 re-appointed M/s Aijaz & Associates, Company Secretaries in Practice, as Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March 2024, is enclosed herewith as "Annexure-4â to this Report. The Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remarks.

Statutory Auditors and their Report

There are no qualifications, reservations or adverse remarks or disclaimers in the Auditor''s Report for the financial year ended 31^st March 2024.

Cost Auditors

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company for the financial year ended 31^st March 2024.

15. Reporting Of Frauds By Auditors:

During the financial year 2023-24, the Internal Auditors, Statutory Auditors and Secretarial Auditors have not reported to the Audit Committee under sub-section (12) of section 143 of the Act, any instances of fraud committed against the Company by its officers or employees.

16. Deposits:

During the financial year 2023-24, the Company has not accepted any fixed deposit within the meaning of Section 73 of the Act and the rules made thereunder.

17. Particulars of Loans, Guarantees or Investments Under Section 186 of the Act:

The particulars of loans, guarantees and investments, if any, as per Section 186 of the Act by the Company, have been disclosed in the financial statements (refer note no. 6, 10 and 14).

18. Particulars of Contracts or Arrangements with Related Parties:

There were no contracts or arrangements, or transactions entered with related parties during the financial year 2023-24, which were not at arm''s length. There are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel ("KMPs'''') or others which may have a potential conflict with the interest of the Company.

None of the Directors and KMPs has any material pecuniary relationships or transactions vis-a-vis the Company except for remuneration paid as per terms of their respective appointments. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The disclosure of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC-2 is enclosed herewith as "Annexure-5â to this Report.

Disclosures in compliance with the applicable Accounting Standard on "Related Party Disclosuresâ and other transactions, if any, of the Company, with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company, have been given in the Financial Statements.

The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company at https://investors.newgensoft.com/ wp-content/uploads/2021/06/Policy-on-Related-Party-Transaction-2.pdf.

19. Details of CSR Policy And Initiatives taken during the Financial Year 2023-24:

Company''s CSR Policy is established by the Board of Directors with the recommendation of the CSR Committee. Corporate Social Responsibility (CSR), for Newgen, for creating greater good and having a holistic social impact and inclusive development. CSR is an integral part of our Company''s culture, rooted in our values as an organization. Newgen is committed for making a meaningful contribution towards the nation''s social, economic, and environmental goals. The objective of the CSR Policy is to make CSR a key process for the sustainable development of whole communities, and we actively contribute to the holistic development of underprivileged children. Our efforts are concentrated on raising the human development index in India specifically by enhancing children''s quality of education and life.

The CSR policy lays down the principles/ process for the identification, selection, and implementation of CSR activities & programs keeping in mind the Company''s CSR vision. It also provides the framework to monitor & evaluate the CSR activities & programs in accordance with the provisions of the Act. Further brief outline on the initiatives undertaken by the Company on CSR activities during the financial year 2023-24, is enclosed herewith as "Annexure-6â. Other details regarding Company''s CSR activities and CSR Policy are available on the website of the Company at: https://investors.newgensoft.com/

wp-content/uploads/2020/05/Policy-on-Corporate-Social-Responsibility.pdf.

CSR Awards and Recognition:

During the financial year, the Company received the following awards for its efforts in education, nutrition, and holistic development under CSR initiatives: -

Award Name	Theme	Award sponsor
1) National	Best CSR Impact	Aditya Birla
Awards for	Initiative	Group
Excellence
in CSR &
Sustainability

Award Name	Theme	Award sponsor
2) Mahatma	Mahatma Award	Mahatma
Award	for Social good	Foundation
	and impact for
	quality education

20. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo:

The particulars as prescribed under section 134 of the Act, read with the Companies (Accounts) Rules, 2014 are as follows:

a. Details of Conservation of energy.

As a corporate responsible citizen, the Company recognizes its responsibility to future generations and acknowledges its crucial role in tackling global challenges such as climate change and environmental sustainability. The Company is committed to conserving the environment by adopting the "Go Green Initiativesâ and being responsible for energy and water management in its area of operations and performing energy efficiency by consuming energy and water in an efficient, economical, and environment friendly manner throughout all its premises. Although the operations of the Company does not consume high levels of energy, as the cost of energy consumed by the Company forms a very small portion of the total costs, the impact of changes in energy cost on total costs is not significant. The Company is on a constant look out for newer and efficient energy conservation technologies and introduces them appropriately. Following Key Sustainability Initiatives have been taken by the Company time to time: -

(i) Energy Consumption Reduction Measures:

â¢ Majority of offices have transitioned to LED lights. Motion sensor lights are being installed in common areas, meeting rooms, and private offices.

â¢ While a 19 KW-3 phase Rooftop solar power system is already functional at our Delhi office with a Net metering system, the Company is in the process of installing additional inhouse solar power capacity at the Noida and Chennai offices.

â¢ At our Delhi office, the Company have also converted the diesel based generator to a CNG-based generator which will help reduce our carbon emissions.

(ii) Water/ Waste Management Initiatives/

Practises:

â¢ In Chennai office, Newgen have implemented a Zero Liquid Discharge mechanism to ensure responsible water management.

â¢ Following E-waste Management guidelines and disposing of E-waste through authorized dealers

â¢ Collecting and reusing rejected water from RO plants within our facilities for tasks such as mopping and cleaning.

â¢ Introduced stationery made from recycled paper which can be recycled further.

â¢ Minimising the use of single-use plastic especially plastic bottles in office premises. Encouraging employees to switch to reusable water bottles and also glass water bottles have been introduced for meeting rooms and visitors.

â¢ Reduction in food waste in cafeterias with the help of a sustained campaign to sensitize employees.

â¢ Installation of Padcare machine at Mumbai office to recycle sanitary pads into sterilized paper and plastic.

â¢ Implementation of reusable cups and glasses for employees to use for tea and coffee consumption, reducing the need for disposable paper products and minimizing waste.

b. Technology Absorption, Adaptation and Innovation.

With "innovationâ at its core, Newgen has leveraged technology across all internal processes to deliver an enhanced stakeholder experience, improved engagement, and better data visibility for informed decision-making.

1. Product Improvement:

â¢ To enhance user experience and facilitate seamless business decisionmaking from anywhere, Newgen''s cutting-edge products like NEMF have been incorporated, making internal applications accessible on any device.

â¢ The UI/UX of portals has been revamped to enrich user engagement, improve system visibility, and boost employee productivity.

â¢ Portals are transitioning to the latest cutting-edge products, Newgen ONE and Gen AI - Marvin, to leverage new AI/ML capabilities.

2. Cost Reduction:

â¢ Many complex internal processes have been digitized, resulting in more efficient processing and workflow management (e.g., Hire to Retire, Sales to Delivery, P2P).

â¢ The Company is investing in ESG goals to ensure an energy-efficient IT infrastructure.

3. Standard Tools:

â¢ Microsoft Power BI has been integrated with internal applications to create a data mart and provide a holistic view of application data to relevant stakeholders.

â¢ The travel system has been integrated with the "Yatraâ portal for smooth travel bookings and scheduling.

Information in case of imported technology (imports during the last five years) - Not applicable

c. Research and Development.

The Company has made and will continue to make, significant investments in software product research and development to enable and high level of client engagement and satisfaction. For fiscal 2024 and 2023 the Company spent 11.34% and 12.38% respectively (as a proportion of our total expenditure) on research and development. We believe that the industry, in which we compete, witnesses rapid technological advances in software development due to constantly evolving customer and industry preferences and needs.

The Company is focused on continuous innovation and technology absorption to develop and deliver compelling solutions. We are not only adopting new technology but leading it with an exemplary team of innovators and domain experts. With a keen understanding of technology trends, our development teams work closely with delivery functions to identify areas where we can scale up our products and meet the needs of our customers. With a well-structured product development process, from ideation to implementation, we ensure that the most advanced technologies are integrated with our solutions and services.

We consistently invest in research and development to expand the technology stack and boost digital transformation for our customers. As of March 31, 2024, Newgen has been granted 24 patents across India and US. Moreover, in line with our commitment to leading-edge technology adoption, we have seamlessly integrated emerging technologies such as Robotic Process Automation (RPA), Cloud, Artificial Intelligence (AI), Machine Learning (ML) and Generative AI into our solutions.

NewgenONE RPA seamlessly complements our low-code application development capabilities, empowering our customers to achieve end-to-end process automation. Our RPA engine is designed to accelerate process automation through desktop recorders and scripting tools, integrating seamlessly with our entire process model. Moreover, our RPA solution can integrate with legacy applications lacking APIs, enabling effective bot deployment and intelligent document processing through AI bots, ultimately enhancing customer experiences.

Recognizing the imperative for secure, efficient, and cost-effective content storage platforms, we introduced the NewgenONE Content Cloud (NCC). NCC revolutionizes content management by offering a cloud-based platform that centralizes content from various applications securely. Its robust Microservices APIs and micro-UIs make it easier to develop business apps centered around content, aligning seamlessly with modern digital workspace trends. NCC''s 14-day trial period allows organizations to explore its capabilities risk-free, while its "pay-as-you-useâ pricing plans ensure cost optimization.

Furthermore, our commitment to harnessing the power of AI and ML is evident with the release of the NewgenONE IDP Studio. This visual data science platform facilitates efficient document processing by extracting typed content, categorizing documents, and saving them to specified locations. Additionally, it empowers users to extract meaningful information from documents, facilitating the training of Neural Network (NN) and ML models, thus enhancing automation and productivity.

Leveraging technologies like generative AI, we have created cutting-edge products and solutions that can lead to substantial improvements in processes and productivity. We introduced NewgenONE Marvin - a GenAI-powered enhancement - to its end-to-end automation platform, NewgenONE, for smarter and faster application development, real-time extraction of insights, and next-level content automation.

NewgenONE Marvin is not limited to individual components but spans the entire digital transformation journey. It acts as a comprehensive digital assistant that seamlessly guides from process designing with just intelligent prompts to content management, and enables personalized communication, revolutionizing productivity and transforming operations with AI-driven efficiency.

Our industry-recognized products and platforms for intelligent process automation (BPM), contextual content services (ECM), omnichannel customer engagement (CCM), low-code application development, and Artificial Intelligence cloud with an intuitive visual studio have enabled organizations to achieve time-bound transformation, impactful customer communication and flawless document management. The enhanced modules also support cost reduction by elevating automation.

Pursuing a goal of adding value to our offerings, we have partnered with various technology providers that will benefit our customers, specifically in the financial sector. The Company has been serving several industries, including banking, insurance, healthcare, and government organizations, and with rapid changes in market conditions, we have helped them lead with the most innovative offerings.

Our success in technology absorption and innovation is reflected in the fact that we have emerged as a ''Strong Performer'' in analyst assessments for Digital Process Automation Software and Robotic Process Automation. Our enterprise low-code application platforms have been recognized for completeness of vision and ability to execute the technology in the most efficient way possible.

d. Foreign Exchange Earnings and Outgo.

(^ in Lakh)
Particulars	31^st March	31^st March
Particulars	2024	2023
Foreign Exchange Earnings	73,692.946	58,164.35
Foreign Exchange Outgo	18,693.35	16,107.30

21. Risk Management:

The Board of Directors of the Company has constituted a Risk Management Committee to, inter-alia, assist the Board in overseeing the responsibilities with regard to identification, evaluation and mitigation of strategic, operational and other inherent risk.

This Committee has developed and approved a Risk Management Policy. The details of Risk Management

Committee are included in the Corporate Governance Report which forms the part of this report.

The Company has also laid down a Risk Management Policy, defining Risk profiles involving Strategic, Technological, Operational, Financial, Organizational, Legal, and Regulatory risks within a well-defined framework. The Risk Management Policy acts as an enabler of growth for the Company by helping its businesses to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks. The Board evaluates the risk management systems through Risk Management Committee. More details on Risk Management including identification of risks and their mitigation are covered in the Management Discussion & Analysis Report, which forms part of this report.

Risk Management policy is available on the website of the Company at: https://investors. newgensoft.com/wp-content/uploads/2021/06/Risk-Management-Policy.pdf.

Cyber Security Incident update:

On 8^th March 2024, the Company reported a Cyber security incident (the "incident'') that affected a few of the Company''s IT assets. The Company engaged with independent cyber security consulting firms, for comprehensive analysis, providing immediate recommendations and remediation steps. The management took all the necessary measures to prevent damage to the IT systems of the Company. It was concluded that the incident did not result in any ransom and the Management believes that there is no financial, legal, or regulatory impact of the incident reported herein.

22. Whistle Blower Policy/Vigil Mechanism for Directors And Employees:

The Company is committed to develop a culture of the highest standards of ethical, moral, and legal business conduct wherein it is open to communication regarding the Company''s business practices for employees to raise concerns about any poor or unacceptable practice and to protect employees from unlawful victimization, retaliation or discrimination for their having disclosed or reported fraud, unethical behavior, violation of Code of Conduct, questionable accounting practices, grave misconduct etc. To implement the above, the Company has adopted a Whistle Blower Policy and Vigil Mechanism that provides a framework to report violations, any unethical behaviour, suspected or actual fraud, violation of the Code of Conduct, including providing adequate safeguards against victimisation. The Code/ Policy provides for adequate safeguards against victimization of director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

During the financial year 2023-24, No complaint was reported under Whistle Blower Policy of the Company.

No.

Category

No. of complaints pending as on 1^st April 2023

Number of Complaints filed during the year

Number of complaints pending as on 31^st March 2024

Brief matter of complaints

Any order passed by the internal Committee or any other authority

Complaint

through

Whistle

Blower

Mechanism

Nil

The Company hereby affirms that it has not denied access to any person to the Audit Committee and that it has mechanism to provide protection to the Whistle Blower as per the Whistle Blower Policy of the Company.

Whistle Blower Policy/ Vigil Mechanism is available on the website of the Company at: https://investors. newgensoft.com/wp-content/uploads/investor/ Whistle%20Blower%20Policy.pdf.

23. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company''s Operations in Future: Nil

24. Web Address for Annual Return:

In terms of Section 92(3) of the Act, and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at: https:// investors.newgensoft.com/Company/investor-relations/annual-return/.

25. Business Responsibility and Sustainability Report:

Business responsibility and sustainability report describing the initiatives taken by the Company from an environmental, social and governance perspective, in the format as specified by SEBI is enclosed herewith as "Annexure - 7â to this Report.

26. Corporate Governance:

The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms an integral

part of this Report and the same is enclosed herewith as "Annexure - 8â to this Report. The requisite compliance certificate from the Secretarial Auditor confirming compliance with the conditions of Corporate Governance is also attached to the Corporate Governance Report.

27. Management Discussion and Analysis:

The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company is enclosed herewith as "Annexure 9â to this Report.

28. Other Disclosures:

a) Your Company has complied with the provisions, including those relating to the Constitution of Internal Complaints Committee, of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details related with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is set out in the Corporate Governance Report which forms the part of this report.

b) There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and the Company''s operations in the future. Further, No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-24.

c) The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof. - Not Applicable

d) No case/ complaint was reported under Child labour/ forced labour/ involuntary labour and Discriminatory employment related matters in the financial year 2023-24.

e) The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

f) During the financial year, the Company has not changed its Registered Office.

29. Directors'' Responsibility Statement:

In terms of Section 134(5) of the Act, the Directors

would like to state that:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

V. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

VI. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. Cautionary Statements:

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statements.

31. Appreciation:

Your directors take this opportunity to thank all the members, customers, vendors, investors, bankers and other stakeholders for their confidence and continued support during the financial year 2023-24. Directors place on record their appreciation to the contribution made by employees through their hard work, dedication, competence, support and co-operation towards the growth of the Company

Mar 31, 2023

The Board of Directors are pleased to present 31^stAnnual Report on Business and Operations of your Company Newgen Software Technologies Limited ("the Companyâ or "Newgenâ) along with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March 2023.

1. Companyâs Affairs and Financial Performance:

Newgen Software Technologies is the provider of an enterprise-wide unified digital transformation platform for automating the end-to-end process and comprehensively managing content and communications. This is backed by AI-based cognitive capabilities, strong governance and a robust integration ecosystem. The company''s core platforms include Contextual Content Services (ECM), Low Code Process Automation

(BPM), Omnichannel Customer Engagement (CCM) and Artificial Intelligence Cloud. Globally, many enterprises successfully employ Newgen''s industry-recognized low code application platform to develop and deploy complex, content-driven, and customer-engaging business applications on the cloud. For more details, kindly refer the Management Discussion and Analysis Report highlighting the important aspects of the business of the Company as annexed with this Report.

Key highlights of the Financial Results of the Company prepared as per the Indian Accounting Standards (Ind-AS) for the financial year ended 31^st March 2023 are as under. Wherever applicable, the Consolidated Financial Statements are also being presented in addition to the Standalone Financial Statements of the Company.

('' in Lakh)
Particulars	Standalone		Consolidated
	Financial Year 2022-23	Financial Year 2021-22	Financial Year 2022-23	Financial Year 2021-22
Revenue from Operations	88,780.06	71,078.57	97,397.88	77,896.15
Other Income	3,314.48	2,993.38	3,398.57	2,991.20
Total Income	92,094.54	74,071.95	100,796.45	80,887.35
Operating Expenditure	69,073.22	52,966.60	76,176.39	58,429.80
Profit/ loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	23,021.32	21,105.35	24,620.06	22,457.55
Less: Depreciation/ Amortisation/ Impairment	1,916.84	1,532.43	2,466.91	1,763.03
Less: Finance Costs	387.31	317.79	425.10	349.16
Profit /loss before Exceptional items and Tax Expenses	20,717.17	19,255.13	21,728.05	20,345.36
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	20,717.17	19,255.13	21,728.05	20,345.36
Less: Provision for Current Tax	3,929.82	3,090.56	4,359.92	3,369.64
Less: Provision for deferred tax (creditj/charge	(202.01)	565.32	(258.40)	554.25
Profit after Tax (A)	16,989.36	15,599.25	17,626.53	16,421.47
Total Comprehensive Income/Loss (B)	(224.66)	(268.34)	520.87	(72.13)
Total (A B)	16,764.70	15,330.91	18,147.40	16,349.34
Balance of profit /loss for earlier years	56,797.94	43,647.14	60,342.22	46,362.60
Less: Dividend paid on Equity Shares during the year for the previous financial year	3,148.01	2,448.45	3,148.01	2,448.45
Add: Adjustment of deferred tax		-	-	-
Profit available for Appropriation	70,639.29	56,797.94	74,820.74	60,342.22
Balance carried to Balance Sheet	70,639.29	56,797.94	74,820.74	60,342.22

â¢ On a consolidated basis, the Companyâs revenue from operations stood at '' 97,397.88 lakh reflecting an increase of 25.04 % in the financial year 2022-23 as against '' 77,896.15 lakh in the financial year 2021-22.

â¢ The Company reported EBITDA (adjusted for other income) of '' 21,221.49 lakh in the financial year 2022-23, which is 9.02% more than '' 19,466.35 lakh in the financial year 2021-22.

â¢ Consolidated Profit after Tax for the year stood at '' 17,626.53 lakh compared to '' 16,421.47 Lakh reflecting an increase of 7.34 % in the financial year 2022-23.

2. Material Changes, If any, Affecting the Company:

There have been no occurrences of any material changes and commitments, which affect the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this Report. There is no change in the nature of business of the Company during the financial year 2022-23.

3. Industry overview:

Important changes in the industry, business, external environment and economic outlook are detailed in the Management Discussion and Analysis Report as annexed with this Report.

4. Transfer to General Reserve:

Your directors have decided not to transfer any amount to the general reserve during the financial year 2022-23.

5. Dividend:

Considering the Company''s financial performance, and the dividend policy of the Company, your Board of Directors has recommended a payment of dividend at a rate of Y 5/-per equity share (i.e., 50 % on the paid-up capital of the Company) for the financial year ended 31^st March 2023 (dividend declared in previous year was Y 4.5 per equity share i.e. 45 %), this is payable to shareholders whose names appear in the Register of Members as on record date, subject to the approval of the Members at the ensuing 31^st Annual General Meeting of the Company ("AGMâ). The total outgo for such a dividend will amount to Y 3,497.79 Lakh.

The Company has formulated a Dividend Distribution Policy, which includes the circumstances under which the member may/ may not expect dividend, the financial parameters, internal and external factors, utilization of retained earnings, parameters with regard to different classes of shares. The provisions of this Policy are in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBIListing Regulationsâ) and the Policy is available on the website of the Company at https://newgensoft.com/company/ investor-relations/dividend-distribution-policy/

The Details of unpaid and unclaimed amounts, related with earlier years, lying with the Company is uploaded on Company''s website at https://newgensoft.com/companv/investor-relations/#corporate-governance and IEPF Authority website at http://www.iepf.gov.in/

Pursuant to the provisions of Section 124 of the Companies Act, 2013("Actâ), those dividend

amounts which have remained unpaid or unclaimed for a period of seven consecutive years are required to be transferred to the Investor Education and Protection Fund ("IEPFâ)established pursuant to Section 125 of the Act. As on 31^st March 2023, no such unpaid or unclaimed dividend amount is required to be transferred to IEPF. The contact details of the Nodal Officer, Mr. Aman Mourya, Company Secretary of the Company, as required under the provisions of IEPF rules, are available on the website of the Company at https://newgensoft. com/company/investor-relations/#contact.

6. Subsidiary companies:

As on 31^st March 2023, the Company had eight wholly - owned subsidiaries, as below. There has been no material change in the nature of the business of these subsidiaries in the financial year 2022-23.

1. Newgen Software Inc. USA. (Incorporated in USA)

2. Newgen Software Technologies Pte. Ltd. (Incorporated in Singapore)

3. Newgen Software Technologies Canada Ltd. (Incorporated in Canada)

4. Newgen Software Technologies (UK) Limited. (Incorporated in UK)

5. Newgen Software Technologies Pty Ltd. (Incorporated in Australia)

6. Newgen Computers Technologies Limited. (Incorporated in India).

7. Number Theory Software Private Limited. (Incorporated in India).

8. Newgen Software Technologies L.L.C. (Incorporated in Dubai).

During the year, the Company incorporated in Dubai its Subsidiary Newgen Software Technologies L.L.C. on 15^th June 2022. There are no associate companies or joint venture Companies within the meaning of Section 2(6) of the Act.

Status update on Merger

The Board of Directors at its meeting held on 03^rdMay 2022 approved the Scheme of Merger of Number Theory Software Private Limited with the Company. Accordingly, the companies filed the petitions before the Hon''ble National Company Law Tribunal (NCLT), New Delhi. The petitions are pending for final hearing as on the date of this Report.

There are no companies that have become or ceased to be the subsidiary, associate or joint venture of the Company during the financial year 2022-23.

The Consolidated Financial Statements of the Company for the financial year ended 31^stMarch 2023 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors'' Report thereon forms part of this Board Report. The statement containing salient features of the financial statement of subsidiaries is enclosed herewith in form AOC-1 as âAnnexure -1â to this Report.

Financial Statements of the aforesaid subsidiary companies are kept open for inspection by the Members at the Registered Office of the Company during business hours on all days except Saturday & Sunday up to the date of the AGM as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office or to the Compliance Officer of the Company. The financial statements of the subsidiaries including the Consolidated Financial Statements and all other documents required by law to be attached thereto have also been uploaded on the website of the Company at https://newgensoft.com/ company/investor-relations/disclosures-under-regulation-46-of-sebi.

To comply with the provisions of Regulation 16(c) of SEBI Listing Regulations, the Board of Directors of the Company have adopted a Policy for determining Material Subsidiary. The policy on Material Subsidiary has been uploaded on the website of the Company at https://newgensoft. com/wp-content/uploads/2 021/06/Policv-for-determining-Material-Subsidiaries-1-1.pdf.

7. Capital structure:

During the financial year 2022-23, the authorized share capital of the Company remains unchanged. During the financial year, the Company has not issued any shares or convertible securities. The issued, subscribed and paid-up equity share capital of the Company stand at T 69,95,57,010 divided into 6,99,55,701 equity shares of T 10/-each, as on 31^st March 2023.

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India (NSE).

8. Employee Share Based Scheme:

As on 31^st March 2023, the Company has in place following Schemes: -

a) Newgen Employees Stock Option Scheme-2014 ("Newgen ESOP 2014â). Newgen ESOP 2014 is administered by the Nomination & Remuneration Committee of the Board, through Newgen ESOP Trust. The details on Options granted, exercised, vested and lapsed during the financial year 202223 and other particulars as required under the Act, read with its rules and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect to this Scheme are enclosed herewith as âAnnexure - 2â to this Report.

b) Newgen Software Technologies limited Employees Stock Option Scheme- 2022 ("Newgen ESOP 2022â). Newgen ESOP 2022 is administered by the Nomination & Remuneration Committee of the Board, through Newgen ESOP Trust. The details on Options granted, exercised, vested and lapsed during the financial year 2022-23 and other particulars as required under the Act, read with its rules and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect to this Scheme are enclosed herewith as âAnnexure - 2Aâ to this Report.

c) Newgen Software Technologies Restricted Stock Units Scheme - 2021 ("Newgen RSU 2021â). Newgen RSU-2021 is also operated and administered by the Nomination & Remuneration Committee of the Board, through Newgen RSU Trust. Particulars required under the Act, read with its rules and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect to this scheme are enclosed herewith as âAnnexure - 2Bâ to this Report.

9. Credit Rating and Liquidity:

The Company has not issued any debt instruments or accepted any fixed deposits and was therefore, not required to obtain credit ratings in respect of the same. The credit rating from CRISIL Limited during the financial year 2022-23 for bank facilities is CRISIL A1 for the short term.

basis, cash and cash equivalents were T 4,626.36 Lakh and in addition to that T 13,138.80 Lakh was invested in mutual funds & bonds and T 27,623.81 Lakh in current and non-current fixed deposits with Banks and NBFC.

As of 31^st March 2023, on a consolidated basis, cash and cash equivalents were T 10,802.06 Lakh and in addition to that T 13,138.80 Lakh was invested in mutual funds & bonds and 32,044.74 Lakh in current and non-current fixed deposits with Banks and NBFC.

10. Directors and Key Managerial Personnel:

The Company has a professional Board with an optimum combination of executive and nonexecutive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders.

At the 30^th Annual General Meeting of the Company held on 23^rd June 2022 the shareholders approved the reappointment of Mr. Saurabh Srivastava (DIN: 00380453) and Mr. Subramaniam Ramnath Iyer (DIN: 00524187) as an Independent Director for a second term of five years w.e.f. 30^th August 2022 and 22^nd November 2022 respectively.

In accordance with Section 152 of the Act, Ms. Priyadarshini Nigam (DIN:00267100), who has been longest in the office, is liable to retire by rotation at the ensuing 31^st Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her appointment for the approval of the members of the Company in the ensuing 31^st AGM.

The details required pursuant to sub-section 12 of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations in respect of employees of the Company, are enclosed herewith as âAnnexure -3â to this Report.

Declaration of Independence by Independent Directors.

6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board of Directors, all the Independent Directors have relevant integrity, skills, expertise, experience and proficiency.

Board and Committee Meetings.

The number and dates of meetings of the Board and its Committees are set out in the Corporate Governance Report which forms the part of this Report. The intervening gap between Board Meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI Listing Regulations.

The Composition of Audit Committee and other statutory committees constituted by the Board under the provisions of the Act, & SEBI Listing Regulations along with number and dates of meetings of such committees are set out in the Corporate Governance Report which forms the part of this Report.

All the recommendations by the Audit Committee and other statutory committees were accepted by the Board of Directors.

Salient feature of the Remuneration policy and criteria for selection of candidates for appointment as Directors and Senior Management Personnel.

The Company has in place a policy on Nomination & Remuneration of Directors, Key Managerial and Senior Management Personnel which is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully. It primarily lays down a framework in relation to remuneration of the Directors, Key Managerial Personnel (KMP), Senior Management Personnel as well as provide guidance to the Board of Directors (Board) and Nomination & Remuneration Committee (NRC) in relation to appointment/ removal to the said positions, which has been approved by the Board of Directors. The key objectives and purposes of the Policy inter alia are:

a) Formulating the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy/ framework relating to the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, and other employees.

b) To provide guidance to the Board and the Committee in relation to appointment/ removal of Directors, Key Managerial Personnel and Senior Management Personnel.

c) Formulating the criteria for evaluation of performance of Chairperson, Independent directors, non-Independent Directors and the Board of Directors as a whole.

d) To devise a policy on diversity of Board of Directors and to build a Succession Plan for appointment to the Board of Directors, KMPs and Senior Management Personnel.

e) To retain, motivate and promote talent and to ensure long term retension of talented managerial persons and create competitive advantage.

Company''s Policy on Directors'' appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided under section 178(3) of the Act, is available on the website of the Company at https://newgensoft. com/wp-content/uploads/2018/03/Nomination-and-Remuneration-Policy.pdf.

Board effectiveness:

a) Familiarization program for Independent Directors:

Over the years, the Company has developed a familiarization process for the newly appointed Directors with respect to their roles and responsibilities. The process has been aligned with the requirements under the Act and other related regulations. This process inter alia includes providing an overview of the Company''s business model, industry, the risks and opportunities, the new products, Innovations, sustainability measures etc.

b) Annual evaluation of the performance of the Board, its committees and of individual directors:

The Board carries out annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its various Committees as mandated under the Act and the SEBI Listing Regulations.

The details of training and familiarisation programmes and annual evaluation process for directors, Board and its Committees are set out in the Corporate Governance Report which forms the part of this Report.

11. Internal Control Systems and their Adequacy:

The Company follows a robust system of internal controls to ensure that all assets are safeguarded and protected against loss from any unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2022-23.

For more description, kindly refer the Management Discussion and Analysis Report as annexed with this Report.

12. Quality Systems & Information Security Initiative:

Newgen has sustained its commitment to the highest levels of quality, robust information security and privacy management practices that have collectively helped in achieving a significant milestone during the financial year 2022-23. Newgen''s Quality and Information Security system has been a steady journey starting from 1997. The same is evident from implementing the best of industry standards, namely ISO 9001, ISO 27001, ISO 27017, ISO 27018, SOC 1 Type 2, SOC 2 Type 2 and CMMI Dev with process improvement and resulting Customer/Employee benefits as the core objective. Emphasis has been on System driven, transparent processes, which deliver exceptional Quality first time right with the required level of security.

13. Audit Reports And Auditors:

Secretarial Auditor and their Report.

The Board of Directors of your Company in its meeting held on 18^th October 2022 re-appointed M/s Aijaz & Associates, Company Secretaries in Practice, as Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31^st March 2023, is enclosed herewith as âAnnexure-4â to this Report. The Secretarial Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remarks.

Statutory Auditors and their Report.

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No 001076N/ N500013), have been appointed at the 29^th AGM to hold office as statutory auditors till the conclusion of the 34^th AGM of the Company. There are no qualifications, reservation or adverse remarks or disclaimer in the Auditor''s Report for the financial year ended 31^st March 2023.

Cost Auditors.

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company for the financial year ended 31^st March 2023.

14. Reporting Of Frauds By Auditors:

During the financial year 2022-23, the internal Auditors, statutory auditors and the secretarial auditors have not reported to the Audit Committee under sub-section (12) of section 143 of the Act, any instances of fraud committed against the Company by its officers or employees.

15. Deposits:

During the financial year 2022-23, the Company has not accepted any fixed deposit within the meaning of Section 73 of the Act and the rules made thereunder.

16. Particulars of Loans, Guarantees or Investments Under Section 186 of the Act:

The particulars of loans, guarantees and investments, if any, as per Section 186 of the Act by the Company, have been disclosed in the financial statements (refer note no. 14 and 43).

17. Particulars of Contracts or Arrangements with Related Parties:

There were no contracts or arrangements, or transactions entered with related parties during the financial year 2022-23, which were not at arm''s length basis. There are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel ("KMPsâ) or others which may have a potential conflict with the interest of the Company at large. None of the Directors and KMPs has any material pecuniary relationships or transactions vis-a-vis the Company except remuneration as per terms of their respective appointments. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The disclosure of related party transactions, as required under

Section 134(3)(h) of the Act in Form AOC-2 is enclosed herewith as âAnnexure-5â to this Report.

Disclosures in compliance with the applicable Accounting Standard on "Related Party Disclosuresâ and other transactions, if any, of the Company, with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company, have been given in the financial statements.

The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company at https://newgensoft. com/wp-content/uploads/2 021/06/Policy-on-Related-Party-Transaction-2.pdf.

18. Details of CSR Policy And Initiatives taken during the Financial Year 2022-23:

Company''s CSR Policy is established by the Board of Directors with the recommendation of the CSR Committee. Corporate social responsibility (CSR), for Newgen, goes beyond charity and volunteering. CSR is an integral part of our Company culture, rooted in our values as an organization. Newgen is committed to make efforts for the nation''s social, economic, and environmental good. Objective of the CSR Policy is to make CSR a key business process for the sustainable development of whole communities. We aim to actively contribute to the holistic development of underprivileged children. Our efforts are concentrated on raising the human development index in India specifically by enhancing children''s quality of education and life. The CSR policy lays down the principles/ process on identification, selection, implementation of CSR activities & programmes keeping in mind the Company''s CSR vision. It also provides the framework to monitor & evaluate the CSR activities & programmes in accordance with the provisions of the Act. Further brief outline on the initiatives undertaken by the Company on CSR activities during the financial year 2022-23, is enclosed herewith as âAnnexure-6â. Other details regarding Company''s CSR activities and CSR Policy are available on the website of the Company at: https://newgensoft.com/companv/corporate-social-responsibilitv/

19. Conservation of Energy, TechnologyAbsorption and Foreign ExchangeEarnings And Outgo:

The particulars as prescribed under section 134 of the Act, read with the Companies (Accounts) Rules, 2014 are as follows:

a. Details of Conservation of energy.

The Company is committed to conserve the environment by adopting the "Go Green Initiativesâ and being responsible for energy and water management in its area of operations and perform energy efficiency by consuming energy and water in an efficient, economical and environment friendly manner throughout all its premises. The operations of your Company do not consume high levels of energy. As the cost of energy consumed by your Company forms a very small portion of the total costs, the impact of changes in energy cost on total costs is not significant. Your Company is on a constant look out for newer and efficient energy conservation technologies and introduces them appropriately. Following initiatives have been taken by the Company time to time.

â¢ Adequate measures have been taken to conserve energy by using energy-efficient computers, LED lightings and related equipment''s with the latest technologies.

â¢ Installation of PNG Genset capacity of 125 KVA for emergency efficiency.

â¢ Installation of Solar panel for renewable energy.

â¢ Installed a PNG Gas pipeline in the office kitchen/cafeteria.

â¢ Wastewater from the RO plant is being recycled to conserve water.

â¢ Continuous monitoring of floor areas after normal working hours and switching off lights and air-conditioning.

â¢ Installation of chillers graded with VFD in HVAC plant to Substantially reduce energy consumption has commenced.

â¢ Installation of auto controls over running hours of some AC equipments in areas like Hub Rooms, UPS Rooms, Cafeteria, Audi, etc has been done.

b. Technology Absorption, Adaptation and Innovation.

inherent culture of innovation has enabled us to develop a track record of product innovation, expand the range of our offerings and improve the delivery of our products and services. We have a dedicated team of skilled individuals with technical background and domain expertise in each of our industry verticals with a focus on evolving technologies. These teams follow a structured innovation and solutions development process and work with delivery functions to identify the key concerns of our customers and generate solutions, ideas and concepts to address such concerns.

Newgen continually invests in research and development related to the technologies that power digital transformation for organizations. As of 31^st March 2023 Newgen has been granted 23 patents across India and US. Newgen, with its integrated, robust, and scalable digital automation platform, continues to enable its customers by helping them deliver process and content applicationsâranging from simple and wide to deep and complex. The platform, with low code development capability, leverages our industry-recognized products - low code process automation (BPM), contextual content services (ECM), omnichannel customer engagement (CCM) and Artificial Intelligence cloudâ to manage enterprise-wide processes, content, and communications. Newgen focuses on advanced application design and development capabilities to strengthen its offering, while also continuously enhancing its deployment technology stack, enabling compliance, security, and scalability for enterprise needs. In line with changing market requirements, we continually develop new business capabilities/modules/products to cater the ever-changing business needs.

The Company acquired an AI/ML data science platform company, Number Theory Software Private Limited, in the financial year 202122. With this acquisition, Newgen will further enhance its low code digital transformation platform, NewgenONE, making it well-positioned to deliver cloud-native AI/ML capabilities to every enterprise

Information in case of imported technology (imports during the last five years) -Not applicable

c. Research and Development.

The Company has made and will continue to make, significant investments in software product research and development and related product opportunities. For fiscal 2023 and 2022 the Company spent 12.38% and 13.14% respectively (as a proportion of our total expenditure) on research and development. We believe that the industry, in which we compete, witnesses rapid technological advances in software development due to constantly evolving customer preferences and requirements. The Company believes that emphasis on R&D has enabled us to remain up-to-date with the technological developments, as well as to cater to the evolving needs of our customers.

d. Foreign Exchange Earnings and Outgo. (''in Lakh)
Particulars	31^st March	31^st March
	2023	2022
Foreign Exchange Earnings	58,164.35	49,768.08
Foreign Exchange Outgo	16,107.30	9,886.33

20. Risk Management:

The Board of Directors of the Company have constituted a Risk Management Committee to, inter-alia, assist the Board in overseeing the responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environmental risks. This Committee has developed and approved a Risk Management Policy. The details of Risk Management Committee are included in the Corporate Governance Report which forms the part of this report.

identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks. The Board evaluates the risk management systems through Risk Management Committee. More details on Risk Management including identification of risks and their mitigation are covered in the Management Discussion & Analysis Report, which forms part of this report.

Risk Management policy is available on the website of the Company at: https://newgensoft.com/wp-content/uploads/2021/06/Risk-Management-Policy.pdf.

21. Whistle Blower Policy/Vigil Mechanism for Directors And Employees:

To implement the above, the Company has adopted a Whistle Blower Policy and Vigil Mechanism that provides a framework to report violations, any unethical behaviour, suspected or actual fraud, violation of the Code of Conduct, including providing adequate safeguards against victimisation. The Code/ Policy provides for adequate safeguards against victimization of director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

During the financial year 2022-23, One case was reported under Whistle Blower Policy of the Company which was related to HR and the same has already been closed -

S.	Category	No. of	Number of	Number of	Brief	Any order
No.		complaints pending as on 1^st April 2022	Complaints filed during the year	complaints pending as on 31^stMarch 2023	matter of complaints	passed by the internal Committee or any other authority
1.	Complaint through Whistle Blower Mechanism	Nil	1	Nil	HR Related	NA

requisite compliance certificate from Secretarial Auditor confirming compliance of conditions of Corporate Governance is also attached with the Corporate Governance Report.

26. Management Discussion and Analysis:

The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company is enclosed herewith as âAnnexure 9â to this Report.

27. Other Disclosures:

a) Your Company has complied with the provisions, including relating to the Constitution of Internal Complaints Committee, of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details related with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is set out in the Corporate Governance Report which forms the part of this report.

c) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. -Not Applicable

d) No case/ complaint was reported under Child labour/ forced labour/ involuntary labour and Discriminatory employment related matters in the financial year 2022-23.

e) The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

f) During the year, the Company has shifted its registered office from A-6 Satsang Vihar Marg, Qutab Institutional Area, New Delhi - 110067 to E-44/13, Okhla Phase - II, New Delhi - 110020with effect from 18^th October 2022.

The Company hereby affirms that it has not denied access to any person to the Audit Committee and that it has mechanism to provide protection to the Whistle Blower as per the Whistle Blower Policy of the Company.

Whistle Blower Policy/ Vigil Mechanism is available on the website of the Company at: https:// newgensoft.com/wp-content/uploads/investor/ Whistle%20Blower%20Policy.pdf.

22. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Companyâs Operations in Future:

Nil

23. Web Address for Annual Return:

In terms of Section 92(3) of the Act, and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at: https:// newgensoft.com/company/investor-relations/ annual-return/

24. Business Responsibility and Sustainability Report:

At a time and age when enterprises are increasingly seen as critical components of the social system, they are accountable not merely to their shareholders from a revenue and profitability perspective but also to the larger society which is also its stakeholder. The Business responsibility and sustainability report seeks disclosure on the performance of the Company against nine principles of the "National Guidelines on Responsible Business Conduct'' (''NGRBCs''). As per the SEBI Circulars, effective from the financial year 2022-23, filing of BRSR is mandatory for the top thousand listed companies by market capitalisation and your company covered under the top thousand listed companies.

Business responsibility and sustainability report describing the initiatives taken by the Company from an environmental, social and governance perspective, in the format as specified by SEBI is enclosed herewith as âAnnexure - 7â to this Report.

25. Corporate Governance:

The report on Corporate Governance as stipulated under the SEBIListing Regulations forms an integral part of this Report and the same is enclosed herewith as âAnnexure - 8â to this Report. The

28. Directorsâ Responsibility Statement:

In terms of Section 134(5) of the Act, the Directors

would like to state that:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

V. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

VI. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Cautionary Statements:

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statements.

30. Appreciation:

Your directors take this opportunity to thank all the members, customers, vendors, investors, bankers and other stakeholders for their confidence and continued support during the financial year 202223. Directors place on record their appreciation to the contribution made by employees through their hard work, dedication,competence, support and co-operation towards the growth of the Company.

For and on behalf of Board of Directors Diwakar Nigam

Date: 02.05.2023 Chairman & Managing Director

Place: New Delhi DIN: 00263222

Mar 31, 2022

The Board of Directors are pleased to present 30^th Annual Report on Business and Operations of your Company Newgen Software Technologies Limited (âthe Companyâ or âNewgenâ) along with the audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March 2022.

1. Companyâs Affairs and Financial Performance:

Newgen Software Technologies Limited is an enterprise software Company offering innovative cloud-based content services and low code process automation technologies- changing the way enterprises service their customers, enable their employees, and collaborate with their partners. The three core products of Newgen Digital Automation Platform are Contextual Content Services (ECM), Low Code Process Automation (BPM) and Omnichannel Customer Engagement (CCM). During the year, the Company also made an important acquisition to strengthen its platform with AI/ML modelling and data analytics capabilities. It acquired Number Theory

Software Private Limited, an AI/ML data science platform company. Number Theory''s platform, AI Studio, brings intuitive AI/ML to enterprises, while unifying the entire lifecycle of data engineering, from data preparation to model development and monitoring. Number Theory is expected to bring domain expertise, along with a powerful engine to extract actionable insights in real time. It lets fusion teams build, deploy, and collaborate on the entire modelling lifecycle in low code and on cloud. For more details, kindly refer the Management Discussion and Analysis Report highlighting the important aspects of the business of the Company as annexed with this Report.

Key highlights of the Financial Results of the Company prepared as per the Indian Accounting Standards (Ind-AS) for the financial year ended 31^st March 2022 are as under. Wherever applicable, the Consolidated Financial Statement is also being presented in addition to the Standalone Financial Statement of the Company.

('' in Lakh)
Particulars	Standalone		Consolidated
	Financial Year	Financial Year	Financial Year	Financial Year
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	71,078.57	61,039.47	77,896.15	67,262.44
Other Income	2,993.38	1,430.95	2,991.20	1,503.74
Total Income	74,071.95	62,470.42	80,887.35	68,766.18
Operating Expenditure	52,966.60	43,114.97	58,429.80	48,071.93
Profit/ loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	21,105.35	19,355.45	22,457.55	20,694.26
Less: Depreciation/ Amortisation/ Impairment	1,532.43	1,851.48	1,763.03	2,014.97
Less: Finance Costs	317.79	534.84	349.16	562.58
Profit /loss before Exceptional items and Tax Expenses	19,255.13	16,969.13	20,345.36	18,116.70
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	19,255.13	16,969.13	20,345.36	18,116.70
Less: Provision for Current Tax	3,090.56	4,921.12	3,369.64	5,266.28
Less: Provision for deferred tax (credit)/charge	565.32	288.58	554.25	202.19
Profit after Tax (A)	15,599.25	11,759.43	16,421.47	12,648.23
Total Comprehensive Income/Loss (B)	(268.34)	115.78	(72.13)	233.47
Total (A B)	15,330.91	11,875.21	16,349.34	12,881.70
Balance of profit /loss for earlier years	43,647.14	33,286.82	46,362.60	35,113.48
Less: Dividend paid on Equity Shares during the year for the previous financial year	2,448.45	1,399.11	2,448.45	1,399.11
Add: Adjustment of deferred tax	-	-	6.55	-
Profit available for Appropriation	56,797.94	43,647.14	60,342.17	46,362.60
Balance carried to Balance Sheet	56,797.94	43,647.14	60,342.17	46,362.60

â¢ On a consolidated basis, the Company''s revenue from operations stood at '' 77,896.15 lakh reflecting an increase of 16% in the financial year 2021-22 as against '' 67,262.44 lakh in the financial year 2020-21.

â¢ The Company reported the EBITDA (adjusted for other income) of '' 19,466.35 lakh in the financial year 2021-22, stable as against '' 19,190.51 lakh in the financial year 2020-21.

â¢ Consolidated Profit after Tax for the year stood at '' 16,349.34 lakh compared to '' 12,648.23 Lakh reflecting an increase of 30% in the financial year 2021-22.

2. Material Changes, if any, Affecting the Company:

There have been no material changes and commitments, which affect the financial position of the Company which has occurred between the end of the financial year to which the financial statements relate and the date of this Report. There is no change of nature of business of the Company during the financial year 2021-22.

3. Impact of Covid-19 Pandemic:

The ongoing Covid-19 pandemic has drastically changed the global economies and businesses. Newgen has also kept pace with the changing requirements of the industry, customers, employees and other stakeholders to fully support them in the uncertain environment. Newgen has a resilient business model in place with large annuity revenue streams i.e. recurring business from existing customers as well as diversification across verticals, clients and geographies. The Company continues to provide uninterrupted support to its customers at locations and remotely. Understanding the changing requirements of the workforce and the need to provide a safe work environment, the Company has chosen a hybrid work model supported by the Company''s preemptive measures, business continuity processes and robust IT infrastructure. During the past one year we have remained focused on providing the necessary assistance, guidance, and support to Newgenite and their families. For more details, kindly refer the Management Discussion and Analysis Report as annexed with this Report.

4. Industry Overview:

For details on Industry overview, important changes in the industry, business outlook and economic outlook, kindly refer the Management Discussion and Analysis Report as annexed with this Report.

5. Transfer to General Reserve:

Your directors have decided not to transfer any amount to the general reserve during the financial year 2021-22.

6. Dividend:

Considering the Company''s financial performance, your Board ofDirectors has recommended a payment of dividend at a rate of '' 4.5/- per equity share (i.e. 45% on the paid-up capital of the Company) for the financial year ended 31^st March 2022 (dividend declared in previous year was '' 3.5 per equity share

i.e. 35%), payable to shareholders whose names appear in the Register of Member as on Record Date, subject to the approval of the Members at the ensuing 30^th Annual General Meeting (âAGMâ) of the Company. The total outgo for such dividend will amount to '' 3,148.01 Lakh.

The Company has formulated a Dividend Distribution Policy, which includes the circumstances under which the member may/ may not expect dividend, the financial parameters, internal and external factors, utilization of retained earnings, parameters with regard to different classes of shares. The provisions of this Policy are in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and the Policy is available on the website of the Company at https://newgensoft.com/.

The Details of unpaid and unclaimed amounts, related with earlier years, lying with the Company is uploaded on Company''s website https://newgensoft.com/ and IEPF Authority website http://www.iepf.gov.in/

Pursuant to the provisions of Section 124 of the Act, those dividend amounts which have remained unpaid or unclaimed for a period of seven consecutive years are required to be transferred to the Investor Education and Protection Fund (âIEPF'') established pursuant to Section 125 of the Act. As on 31^st March 2022, no such unpaid or unclaimed dividend amount is required to be transferred to IEPF. The contact details of the Nodal Officer, Mr. Aman Mourya, Company Secretary of the Company, as required under the provisions of IEPF rules, are available on the website of the Company https://newgensoft.com/

7. Subsidiary Companies:

As on 31^st March 2022, the Company has seven wholly - owned subsidiaries, as below. There has been no material change in the nature of the business of these subsidiaries.

1. Newgen Software Inc. USA. (Incorporated in USA)

2. Newgen Software Technologies Pte. Ltd.

(Incorporated in Singapore)

3. Newgen Software Technologies Canada Ltd.

(Incorporated in Canada)

4. Newgen Software Technologies (UK) Limited.

(Incorporated in UK)

5. Newgen Software Technologies Pty Ltd.

(Incorporated in Australia)

6. Newgen Computers Technologies Limited.

(Incorporated in India).

7. Number Theory Software Private Limited.

(Incorporated in India).

During the year, the Company acquired Number Theory Software Private Limited on 28^th January 2022. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). There are no such other companies that have become or ceased to be the subsidiary, associate or joint venture of the Company during the financial year 2021-22.

The Consolidated Financial Statements of the Company for the financial year ended 31^st March 2022 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors'' Report thereon forms part of this Report. The statement containing salient features of the financial statement of subsidiaries is enclosed herewith in form AOC-1 as âAnnexure -1â to this Report.

Financial statements of the aforesaid subsidiary companies are kept open for inspection by the Members at the Registered Office of the Company during business hours on all days except Saturday & Sunday up to the date of the AGM as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office or to the Compliance Officer of the Company. The financial statements of the subsidiaries including the Consolidated Financial Statements and all other documents required by law to be attached thereto have also been uploaded on the website of the Company at https://newgensoft.com.

8. Capital Structure:

During the financial year 2021-22, the Authorised Share Capital of the Company remains unchanged. During the financial year, the Company has not issued any shares or convertible securities. The issued, subscribed and paid-up equity share capital of the Company continue to stand at '' 69,95,57,010 divided into 6,99,55,701 equity shares of '' 10/- each, as on 31^stMarch 2022.

The equity shares of the Company are listed on Bombay Stock Exchange (BSE) and National Stock Exchange of India (NSE).

9. Employee Share Based Scheme:

As on 31^st March 2022, the Company has in place following Schemes: -

a) Newgen Employees Stock Option Scheme-2014

(âNewgen ESOP 2014â). Newgen ESOP 2014 is administered by the Nomination & Remuneration Committee of the Board, through Newgen ESOP Trust. The details on Options granted, exercised, vested and lapsed during the financial year

2021-22 and other particulars as required under the Act, read with its rules and SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 in respect to this Scheme are enclosed herewith as âAnnexure - 2â to this Report.

b) Newgen Software Technologies Restricted Stock Units Scheme - 2021 (âNewgen RSU -2021â). Newgen RSU - 2021 is also operated and administered by the Nomination & Remuneration Committee of the Board, through Newgen RSU Trust. Particulars required under the Act, read with its rules and SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 in respect to this scheme is enclosed herewith as âAnnexure - 2Aâ to this Report.

10. Credit Rating and Liquidity:

As the Company has not issued any debt instruments or accepted any fixed deposits, the Company was not required to obtain credit ratings in respect of the same. The credit rating from CRISIL Limited during the financial year 2021-22 for bank facilities is CRISIL A2 for the short term.

Our principal sources of liquidity are cash and cash equivalents and the cash flow that we generate from our operations. The Company follows a conservative investment policy and invests in high-quality debt instruments and bonds. As on 31^st March 2022, on a standalone basis, cash and cash equivalents were '' 5,379.36 Lakh and in addition to that '' 9,237.76 Lakh was invested in mutual funds & bonds and '' 27,675.32 Lakh in current and non-current fixed deposits with Banks and NBFC.

As of 31^st March 2022, on a consolidated basis, cash and cash equivalents were '' 10,363.99 Lakh and in addition to that '' 9,237.76 Lakh was invested in mutual funds & bonds and 27,675.32 Lakh in current and non-current fixed deposits with Banks and NBFC.

11. Directors and Key Managerial Personnel:

In accordance with Section 152 of the Act, Mr. Diwakar Nigam (DIN:00263222), who has been longest in the office since inception, is liable to retire by rotation at the ensuing 30^th Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his appointment for the approval of the members of the Company in the ensuing 30^th AGM.

Mr. Saurabh Srivastava has been appointed as an Independent Director with effect from 30^th August 2017 for a first term of 5 (five) years and accordingly his first term as an Independent Director will be ended on 29^th August 2022.

Mr. Subramaniam Ramnath Iyer has been appointed as an Independent Director of the Company with effect from for a first term of 5 (five) years and accordingly his first term as an Independent Director will be ended on 21^st November 2022.

The Nomination and Remuneration Committee, on the basis of the performance evaluation of Mr. Saurabh Srivastava and Mr. Subramaniam Ramnath Iyer has recommended to the Board that the continued association of Mr. Saurabh Srivastava and Mr. Subramaniam Ramnath Iyer as Independent Directors would be beneficial to the Company. Based on the above and their performance evaluation, the Board recommends the re-appointment of Mr. Saurabh Srivastava and Mr. Subramaniam Ramnath Iyer as an Independent Directors for a second term of 5 (five) consecutive years commencing from 30^thAugust 2022 to 29^th August 2027 and 22^nd November 2022 to 21^st November 2027 respectively.

During the financial year 2021-22, The Board of Directors, with the recommendation of the Nomination & Remuneration Committee, has promoted and designated Mr. Virender Jeet as Chief Executive Officer (âCEOâ) and Mr. Tarun Nandwani as Chief Operating Officer (âCOOâ), of the Company with effect from 1^st September 2021.

The details required pursuant to sub-section 12 of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations in respect of employees of the Company, is enclosed herewith as âAnnexure - 3â to this Report.

Declaration of Independence by Independent Directors

During the year under review, all Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board of Directors, all the Independent Directors have relevant integrity, skills, expertise, experience and proficiency.

Board and Committee Meetings

The number and dates ofmeetings of the Board and its Committees are set out in the Corporate Governance Report which forms the part of this Report. The intervening gap between Board Meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI Listing Regulations.

All the recommendations by the Audit Committee and other statutory committees were accepted by the Board of Directors.

Salient feature of the Remuneration policy and criteria for selection of candidates for appointment as Directors and Senior Management Personnel.

The Company has in place a policy on Nomination & Remuneration ofDirectors, Key Managerial and Senior Management Personnel which is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully. It primarily lays down a framework in relation to remuneration of the Directors, Key Managerial Personnel (KMP), Senior Management Personnel as well as provide guidance to the Board of Directors (Board) and Nomination & Remuneration Committee (NRC) in relation to appointment/ removal to the said positions, which has been approved by the Board of Directors. The key objectives and purposes of the Policy inter alia are:

b) To provide guidance to the Board and the Committee in relation to appointment/ removal of Directors, Key Managerial Personnel and Senior Management Personnel.

c) Formulating the criteria for evaluation of performance of Chairperson, Independent Directors, non-Independent Directors and the Board of Directors as a whole.

d) To devise a policy on diversity of Board of Directors and to build a Succession Plan for appointment to the Board of Directors, KMPs and Senior Management Personnel.

e) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Company''s Policy on directors'' appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided under section 178(3) of the Act, is available on the website of the Company at https://newgensoft.com.

Board effectiveness

a) Familiarization program for Independent Directors

Over the years, the Company has developed a familiarization process for the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related regulations. This process inter alia includes providing an overview of the Company''s business model, Industry, the risks and opportunities, the new products, Innovations, Sustainability measures etc.

b) Annual evaluation of the performance of the Board, its committees and of individual directors

The Board carries out annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its various Committees as mandated under the Act and the SEBI Listing Regulations.

12. Internal Control Systems and their Adequacy:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2021-22. For more description, kindly refer the Management Discussion and Analysis Report as annexed with this Report.

13. Quality Systems & Information Security Initiative:

Newgen has sustained its commitment to the highest levels of quality, robust information security and privacy management practices that have collectively helped in achieving a significant milestone during the financial year 2021-22. Newgen''s Quality and Information Security system has been a steady journey starting from 1997. The same is evident from implementing and third-party certification against the best of industry standards, namely ISO 9001, ISO 27001, ISO 27017, ISO 27018, and CMMI Dev with process improvement and resulting Customer/ Employee benefits as the core objective. Emphasis has been on System driven, transparent process, which delivers exceptional quality first time right with the required level of security.

14. Audit Reports And Auditors:

Secretarial Auditor and its Report

The Board of Directors of your Company re-appointed M/s Aijaz & Associates, Company Secretaries in Practice, as Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year 202122. The Secretarial Audit Report for the financial year ended 31^st March 2022, is enclosed herewith as âAnnexure-4â to this Report. The Secretarial Audit Report for the financialyear 2021-22 does not contain any qualification, reservation or adverse remarks.

Statutory Auditors and its Report

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No 001076N/ N500013), have been appointed at the 29^th Annual General Meeting to hold office as statutory auditors till the conclusion of the 34^th AGM of the Company. There are no qualifications, reservation or adverse remarks or disclaimer in the Auditor''s Report for the financial year ended 31^st March 2022.

Cost Auditors.

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company for the financial year ended 31^st March 2022.

15. Reporting of Frauds by Auditors:

During the financial year 2021-22, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee under sub-section (12) of section 143 of the Act, any instances of fraud committed against the Company by its officers or employees.

16. Deposits:

During the financial year 2021-22, the Company has not accepted any fixed deposit within the meaning of Section 73 of the Act and the rules made thereunder.

17. Particulars of Loans, Guarantees or Investments Under Section 186 of the Act:

The particulars of loans, guarantees and investments, if any, as per Section 186 of the Act by the Company, have been disclosed in the financial statements (refer note no. 21 and 43b).

18. Particulars of Contracts or Arrangements with Related Parties:

There were no contracts or arrangements, or transactions entered with related parties during the financialyear 2021-22, which were not at arm''s length basis. There are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel''s or others which may have a potential conflict with the interest of the Company at large. None of the Directors and KMPs has any material pecuniary relationships or transactions visa-vis the Company except remuneration as per terms of their respective appointments. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The disclosure of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC-2 is enclosed herewith as âAnnexure-5â to this Report.

Disclosures in compliance with the applicable Accounting Standard on âRelated Party Disclosuresâ and other transactions, if any, of the Company, with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company, have been given in the financial statements.

The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company https://newgensoft.com

19. Details of CSR Policy and Initiative Taken During the Financial Year 2021-22:

to monitor & evaluate the CSR activities & programmes in accordance with the provisions of the Act. Further brief outline on the initiatives undertaken by the Company on CSR activities during the financial year 2021-22, is enclosed herewith as âAnnexure-6â Other details regarding Company''s CSR activities and CSR Policy are available on the website of the Company at: https://newgensoft.com.

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

The particulars as prescribed under section 134 of the Act, read with the Companies (Accounts) Rules, 2014 are as follows:

a. Details of Conservation of energy.

The Company is committed to conserve the environment by adopting the âGo Green Initiativesâ and being responsible for energy and water management in its area of operations and perform energy efficiency by consuming energy and water in an efficient, economical and environment friendly manner throughout all its premises. The operations of your Company do not consume high levels of energy. As the cost of energy consumed by your Company forms a very small portion of the total costs, the impact of changes in energy cost on total costs is not significant. Your Company is on a constant look out for newer and efficient energy conservation technologies and introduces them appropriately. Following initiatives have been taken by the Company time to time.

â¢ Adequate measures have been taken to conserve energy by using energy-efficient computers, LED lightings and related equipment''s with the latest technologies.

â¢ Installation of PNG Genset capacity of 125 KVA for emergency efficiency.

â¢ Installation of Solar panel for renewable energy.

â¢ Installed a PNG Gas pipeline in the office kitchen/ cafeteria.

â¢ Wastewater from the RO plant is being recycled to conserve water.

â¢ Aontinuous monitoring of floor areas after normal working hours and switching off lights and air-conditioning.

â¢ I nstallation of chillers graded with VFD in HVAC plant to reduce energy consumption immensely has been and is being done.

â¢ I nstallation of auto controls over running hours of some AC equipment''s in areas like Hub Rooms, UPS Rooms, Cafeteria, Audi, etc has been done.

Capital Investment on Energy conservation equipment during the year: Due to the COVID-19 Pandemic and work from home, the Company''s energy consumption during 2021-22 was minimal. Hence, the Company did not make any further capital investment on energy conservation during this financial year.

b. Technology Absorption, Adaptation and Innovation.

The Company realises the importance of innovation and constant improvement in key areas of business. We are focused on driving innovation and adopting solutions in line with rapidly evolving technological trends. Our inherent culture of innovation has enabled us to develop a track record of product innovation, expand the range of our offerings and improve the delivery of our products and services. We have a dedicated team of skilled individuals with technical background and domain expertise in each of our industry verticals with a focus on evolving technologies. These teams follow a structured innovation and solutions development process and work with delivery functions to identify the key concerns of our customers and generate solutions, ideas and concepts to address such concerns.

Newgen continually invests in research and development related to the technologies that power digital transformation for organisations. This year we have grown our patent portfolio across key content services technologies, having obtained 5 patents taking the total to 23. Newgen, with its integrated, robust, and scalable digital automation platform, continues to enable its customers by helping them deliver process and content applicationsâranging from simple and wide to deep and complex. The platform, with low code development capability, leverages our industry-recognized products - low code process automation (BPM), contextual content services (ECM), and omnichannel customer engagement (CCM)âto manage enterprisewide processes, content, and communications. Newgen focuses on advanced application design and development capabilities to strengthen its offering, while also continuously enhancing its deployment technology stack, enabling compliance, security, and scalability for enterprise needs. In line with changing market requirements, we continually develop new business capabilities/modules/products to cater for the ever-changing businesses.

The Company acquired an AI/ML data science platform company, Number Theory Software

Private Limited, in the financial year 202122. With this acquisition, Newgen will further enhance its low code digital transformation platform, NewgenONE, making it well-positioned to deliver cloud-native AI/ML capabilities to every enterprise

Information in case of imported technology (imports during the last five years) - Not applicable

c. Research and Development.

The Company has made and will continue to make, significant investments in software product research and development and related product opportunities. For fiscals 2021, 2020, 2019 and 2018, the Company spent 12.79%, 10.74%, 9.23% and 8.67% (as a proportion of our total expenditure) respectively on research and development. For fiscal 2022 under review, the Company had spent 13.14% (as a proportion of the total expenditure) on research and development. We believe that the industry, in which we compete, witnesses rapid technological advances in software development due to constantly evolving customer preferences and requirements. The Company believes that emphasis on R&D has enabled us to remain up-to-date with the technological developments, as well as to cater to the evolving needs of our customers.

d. Foreign Exchange Earnings and Outgo

('' in Lakh)
Particulars	31^st March	31^st March
	2022	2021
Foreign Exchange Earnings	49,768.08	41,348.22
Foreign Exchange Outgo	9,886.33	7,865.10

21. Risk Management:

The Board of Directors of the Company have constituted a Risk Management Committee to, inter-alia, assist the Board in overseeing the responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environmental risks. The details of Risk Management Committee are included in the Corporate Governance Report which forms the part of this report.

its businesses to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks. More details on Risk Management including identification of risks and their mitigation are covered in the Management Discussion & Analysis Report, which forms part of this report.

Risk Management policy is available on the website of the Company at: https://newgensoft.com.

22. Whistle Blower Policy/ Vigil Mechanism for Directors and Employees:

The Company has adopted a Whistle Blower Policy and Vigil Mechanism that provides a mechanism to report violations, any unethical behaviour, suspected or actual fraud, violation of the Code of Conduct, including providing adequate safeguards against victimisation. During the financial year 2021-22, no case was reported under Whistle Blower Policy of the Company.

The Company hereby affirms that it has not denied access to any person to the Audit Committee and that it has mechanism to provide protection to the Whistle Blower as per the Whistle Blower Policy of the Company.

Whistle Blower Policy/ Vigil Mechanism is available on the website of the Company at: https:// newgensoft.com.

23. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company''s Operations in Future:

Nil

24. Web Address for Annual Return:

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at: https:// newgensoft.com.

25. Business Responsibility Report:

Dor\r\ rt

26. Corporate Governance:

The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms an integral part of this Report and the same is enclosed herewith as âAnnexure - 8â to this Report. The requisite compliance certificate from Secretarial Auditor confirming compliance of conditions of Corporate Governance is also attached with the Corporate Governance Report.

27. Management Discussion and Analysis:

The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company is enclosed herewith as âAnnexure 9â to this Report.

28. Other Disclosures:

b) No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financialyear 2021-22.

c) the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. - Not Applicable

d) No case/ complaint was reported under Child labour/ forced labour/ involuntary labour and Discriminatory employment related matters in the financial year 2021-22.

e) The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

29. Directors'' Responsibility Statement:

I n terms of Section 134(5) of the Act, the Directors would like to state that:

I. I n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

V. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

VI. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. Cautionary Statements:

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statements.

31. Appreciation:

Your directors take this opportunity to thank all the members, customers, vendors, investors, bankers and other stakeholders for their confidence and continued support during the financial year 2021-22. Directors place on record their appreciation of the contribution made by employees at all levels, which has continued to be the major strength of the Company.

For and on behalf of Board of Directors Diwakar Nigam

Date: 03.05.2022 Chairman & Managing Director

Place: New Delhi DIN: 00263222

Mar 31, 2018

Directorsâ Report

Dear Shareholders,

The Directors are pleased to present the 26^th Report of the Board of Directors (the "Boardâ) of Newgen Software Technologies Limited (the "Companyâ or "Newgenâ) along with the Audited Standalone and Consolidated Financial Statement for the Financial Year ended March 31, 2018.

Business Overview:

Newgen Software Technologies Limited, is a global provider of Business Process Management (BPM), Enterprise Content Management (ECM), Customer Communication Management (CCM) solutions with a footprint in over 60 countries with large, mission-critical solutions deployed at Banks, Governments, BPO''s & IT Companies, Insurance firms and Healthcare Organisations. For over two decades organisations have relied on Newgen''s innovative technologies and solutions to drive smarter business decisions. Newgen through its proven platforms provides a perfect amalgamation of information / content, technology and processes; the building blocks of Digital Transformation. This has enabled clients to reinvent their workplaces and achieve greater agility, accuracy and efficiency in transforming processes, managing information, enhancing overall customer satisfaction and driving enterprise profitability.

Financial Results:

(Rs, in Lakhs)

	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Net Sales	45952.36	38311.41	51242.78	42709.80
Other Income	758.19	826.61	760.98	826.78
Total Income	46710.55	39138.02	52003.76	43536.58
Total Expenditure	36529.01	31805.19	41489.15	35687.13
EBIDTA	10181.54	7332.83	10514.61	7849.45
Finance Cost	520.68	525.60	520.68	525.60
Depreciation and amortisation expense	567.68	481.87	580.67	491.82
Profit before Tax	9093.18	6325.36	9413.25	6832.03
Provision for Tax (net of deferred tax credit)	1965.58	1406.73	2060.06	1572.39
Provision for Tax relating to earlier years written off/Provided	64.50	126.24	64.50	126.63
Profit after Tax	7063.09	4792.39	7288.68	5133.01
Add: Balance brought forward from previous year	15598.43	11581.82	15928.02	11570.79
Less: Dividend and Dividend Distribution tax for Financial Year 2016-17 and paid during the year	1160.99	775.78	1160.99	775.78
Profit available for Appropriation	21500.53	15598.43	22055.71	15928.02
Balance carried to Balance Sheet	21500.53	15598.43	22055.71	15928.02

Your Companyâs financial statements for the year ended March 31, 2018 are the first financial statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015. Accordingly, numbers for all the comparative periods have been restated to comply with Ind AS. Necessary disclosures as regards to the key impact areas & Other adjustments upon transition to Ind-AS reporting have been made under the Notes to Financial Statements.

On a Consolidated basis:

- The Company''s revenue from operations stood at Rs, 51242.78 Lakhs reflecting an increase of 20% in FY 2017-18.

- Over last 5 Financial Years, the company has been able to maintain 20% compounded annualised growth rate.

- EBITDA stood at Rs, 10514.61 Lakhs registering an increase of 33.95% in the FY 2017-18.

- Profit after Tax (PAT) for the year was Rs, 7288.68 Lakhs showing an increase of around 42%.

On Standalone basis:

- Revenue from operations for FY 2017-18 is at Rs, 45952.36 Lakhs was higher by 19.94% over previous corresponding FY 2016-17.

- EBITDA are Rs, 10181.54 Lakhs registering an increase of 38.85%.

- Profit after Tax (PAT) for the year is Rs, 7063.09 Lakhs registering an increase of 47.38%.

Credit Rating and Liquidity:

ICRA has reaffirmed the short-term rating of [ICRA] A2 (pronounced ICRA A two plus) assigned earlier to the Rs, 7050 Lakhs line of credit of the Company, and also assigned a short-term rating of [ICRA] A2 (pronounced ICRA A two plus) to the additional limit of Rs, 1000 Lakhs.

The Company follows a conservative investment policy and invests in high quality debt instruments and bonds. As on March 31, 2018, on Standalone basis, cash and cash equivalents were Rs, 13520.79 Lakhs and in addition to that Rs, 5022.07 Lakhs was invested in mutual funds & bonds and Rs, 204.74 Lakhs in noncurrent fixed deposits. As on March 31, 2018, on Consolidated basis, cash and cash equivalents were Rs, 14548.34 Lakhs and in addition to that Rs, 5022.07 Lakhs was invested in mutual funds & bonds and Rs, 210.49 Lakhs in non-current fixed deposits.

Dividend:

Considering the Company''s financial performance, your Directors are pleased to recommend a dividend @ 20 % i.e. Rs, 2 per share for the Financial Year ended March 31, 2018 (dividend declared in previous year was @ 15 % i.e. Rs, 1.5 per share). The total outgo for the current year amounts to Rs, 1668.65 Lakhs, including dividend distribution tax of Rs, 283.94 Lakhs as against Rs, 1160.99 Lakhs including dividend distribution tax of Rs, 196.37 Lakhs in the previous year.

Change in the Nature of Business, if any:

There is no change of nature of business of the Company during the Financial Year 2017-18.

Share Capital: Authorised Share Capital:

During the Financial Year 2017-18, there is a change in share capital structure of the Company. During the year under review, the Authorised Share Capital of the Company was increased from Rs, 7,640 Lakhs to Rs, 11,000 Lakhs.

Initial Public Offering:

During the year under review, the Company offered its equity shares of Rs, 10 each ("Equity Sharesâ) for subscription by the public, by way of Initial Public Offer ("IPOâ). The IPO comprised of fresh issue of 3,877,551 equity shares by your Company for cash at a price of Rs, 245/- per share and an offer for sale by outgoing investors of 1,34,53,932 equity shares for cash at a price of Rs, 245/- per share. Consequently, the Paid up, Issued and Subscribed Capital of the

Company increased from Rs, 6535.82 Lakhs (comprised of 6,53,58,150 equity shares) to Rs, 6923.57 Lakhs (comprised of 6,92,35,701 equity shares). The Equity Shares in the IPO were offered at a price of Rs, 245 per equity share (including share premium of Rs, 235 per equity share). The Company listed its Equity Shares on BSE Limited and National Stock Exchange of India Limited on January 29, 2018.

Utilisation of IPO Proceeds:

There is no deviation or variation proposed or contemplates in the use of net proceeds of IPO fund from the objects stated in the prospectus. As on March 31, 2018, the net proceeds of the IPO Fund have been deposited in the Scheduled Commercial bank. As per stated object of the IPO, your Company has identified an Institutional building near Noida-Greater Noida Expressway, Uttar Pradesh for an Office Premises. After completion of satisfactory due diligence, requisite agreements will be executed in this respect. After taking possession of the building, furnishing of the office premises will start.

Details Pertaining to Shares in Suspense Account:

Disclosures with respect to demat suspense account/ unclaimed suspense account as provided in Para F of Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report forming a part of this Report.

Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Companyâs Operations in Future:

NIL

Quality Systems & Information Security Initiative:

Newgen has sustained its commitment to the highest levels of quality, robust information security management practices that have collectively helped in achieving significant milestone during the year. Newgen''s Quality and Information Security System journey has been a steady one and with full conviction starting from 1997. The same is evident from the implementation of industry standards namely ISO 9001:2008, ISO 27001:2013 and Process Improvement Models namely CMMi Dev v1.3 and CMMi Svc v1.3. Emphasis has been on System driven transparent process, which delivers exceptional Quality first time right with the required level of Security.

The Company has focused on continuous improvements in Customer engagements as well as internal operations leveraging best-in-class methodologies and information security practices. Cross-functional Teams monitor and optimize the processes & policies to meet the ever growing demands of Newgen''s engagements.

The Company''s commitment towards customer satisfaction and resilient systems/services has resulted into the adaptation of other industry standards/acts namely PCI-DSS, HIPAA, ISAE3402/SoC-1 Type-2 and Soc-2 HITRUST Type-2 attestation. These standards provide assurance to the customers on the design and operating effectiveness of the security controls. The Company also drives the process and product improvements based on Voice of Customer i.e. Customer Satisfaction Surveys (CSS). These surveys are conducted at the specific project mile stone as well as at the organisational level on an annual basis by a third party to get an independent feedback from its customers.

Subsidiary Companies:

The Company has five wholly owned subsidiaries (WOS). There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Actâ). There has been no material change in the nature of the business of the subsidiaries.

Names of wholly owned subsidiaries:

1. Newgen Software Inc. USA,

2. Newgen Software Technologies Pte. Ltd., (Singapore)

3. Newgen Software Technologies Canada Ltd.,

4. Newgen Software Technologies (UK) Ltd.

5. Newgen Computers Technologies Limited

Pursuant to first proviso to sub-section (3) of Section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014 the statement containing salient features of the financial statement of subsidiaries is enclosed in form AOC-1 as Annexure -1.

Financial Statements of the aforesaid subsidiary companies are kept open for inspection by the Members at the Registered Office of the Company during business hours on all days except Saturday & Sunday up to the date of the AGM as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or to the Compliance Officer of the Company. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached to this Report have been uploaded on the website of the Company at https://newgensoft.com.

To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have adopted a Policy for determining Material Subsidiary. The policy on Material Subsidiary has been uploaded on the website of the Company https://newgensoft.com.

Deposits:

During the year under review, the Company has not accepted any fixed deposit within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder.

Statutory Auditors:

The tenure of the Statutory Auditors of the Company M/s. B S R & Associates, LLP, Chartered Accountants, having Firm Registration number 116231W/W-100024 is up to five years with effect from conclusion of 24^th Annual General Meeting held on August 22, 2016 till the conclusion of 29^th Annual General Meeting.

Auditorsâ Report:

The Statutory Auditors'' Report for the Financial Year 2017-18 does not contain any qualification, reservation or adverse remarks.

Secretarial Audit:

The Secretarial Audit Report from M/s Aijaz & Associates, Company Secretaries in Practice, New Delhi, for the Financial Year ended March 31, 2018 is enclosed herewith as "Annexure-2â. The Secretarial Audit Report for the Financial Year 2017-18 does not contain any qualification, reservation or adverse remarks.

Employee Stock Options Schemes:

During the year under review, the Newgen ESOP Scheme 1999 and Newgen ESOP Scheme 2000 have been closed, no Options granted thereunder are outstanding. At present the Company has in place Newgen Employees Stock Option Scheme-2014 (Newgen ESOP 2014). The Scheme is operated through demat mode only. Newgen ESOP 2014 is administered by the Nomination & Remuneration Committee of the Board, through Newgen ESOP Trust. The information on Options granted, exercised and lapsed during the Financial Year 2017-18 and other particulars as required under Companies Act 2013 read with its rules and SEBI (Share Based Employee Benefits) Regulation, 2014 with regard to Employees'' Stock Options is enclosed herewith as "Annexure-3â.

Extract of the Annual Return:

As required under Section 92(3) of the Act, the extract of the Annual Return in Form No. MGT-9 is enclosed herewith as Annexure-4

Particulars of Employees and Related Disclosures:

The information required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Regulations in respect of employees of the Company, is enclosed herewith as Annexure-5.

Directors and Key Managerial Personnel: A) Changes in Directors and Key Managerial Personnel:

During the year under review, the Board of Directors appointed Mr. Saurabh Srivastava and Mr. Subramaniam Ramnath Iyer as Non-Executive Independent Directors for a period of five years with effect from August 30, 2017 and November 22, 2017 respectively, subject to the approval of shareholders at the ensuing 26^th Annual General Meeting of the Company.

Mr. Sudhir Kumar Sethi and Mr. Sunil Kumar Kolangara who were appointed as Nominee Directors on behalf of IDGVI and Ascent Capital respectively, ceased to be Directors of the Company on September 18, 2017, consequent to the withdrawal of their nomination. Mr. Mohit Goyal has resigned from the Board of the Company on November 22, 2017.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. T.S. Varadarajan, Whole-time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment in the ensuing Annual General Meeting.

KMPs and Senior Management Personnel of the Company are:

1. Mr. Diwakar Nigam - Chairman & Managing Director

2. Mr. T.S. Varadarajan - Whole-time Director

3. Ms. Priyadarshini Nigam - Whole-time Director

4. Mr. Surender Jeet Raj - Sr. Vice President (HR Operations)

5. Mr. Virender Jeet - Sr. Vice President (Sales and Marketing/Product)

6. Mr. Tarun Nandwani - Vice President (Customer Relations/Delivery)

7. Mr. Arun Kumar Gupta - Chief Financial Officer

8. Mr. Aman Mourya - Company Secretary & Compliance Officer

B) Declaration by Independent Director(s) and re- appointment, if any:

The Independent Directors have submitted required declarations that they fulfill the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations. Pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013. The

Independent Directors had a separate meeting on April 25, 2017 during Financial Year 2017-18.

C) Board Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation of SEBI (LODR) Regulations, the Board has carried out the annual performance evaluation of its own performance, Board Committee(s) and that of the Individual Director(s). The performance of the Board was evaluated by the Board itself after seeking inputs from all the individual directors on the basis of criteria such as structure & composition of Board Culture, effectiveness of Board processes, functioning, execution and performance of specific duties, obligations and governance etc. The performance of all the Committees was evaluated by the Board after seeking inputs from respective Committee members. The manner in which the annual performance evaluation has been stated in the Corporate Governance Report which forms a part of this Report.

In a separate meeting of Independent Directors held on 16th May 2018, performance of the nonindependent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

D) Remuneration Policy:

The Board, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Policy is available on the website of the Company at https://newgensoft.com. and is enclosed with this report as Annexure-6.

E) Meetings:

The number of meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report which forms part of this Report. The intervening gap between Board Meetings was within the period prescribed under the provisions of Section 173 of the Act and the SEBI (LODR) Regulations.

Whistle Blower Policy / Vigil Mechanism for Directors and Employees:

The Company has adopted a Whistle Blower Policy and Vigil Mechanism that provides a mechanism to report violations, any unethical behaviour, suspected or actual fraud, violation of the Code of Conduct etc. During the year under review no case has been reported under Whistle Blower Policy of the Company.

Whistle Blower Policy / Vigil Mechanism is available on the website of the Company at https://newgensoft.com.

CSR Initiative:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-7 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Digital Literacy Education, Livelihood, besides personality development of the students. Other details regarding Company''s CSR activities and CSR Policy are available on the website of the Company at https://newgensoft.com.

Risk Management:

The Company has framed a Risk Management Policy and plan for enabling the Company to identify elements of major risks as contemplated by the provisions of Section 134 of the Companies Act 2013. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. This risk management policy is aimed at effectively mitigating the Company''s various business and operational risks, through strategic action plan.

Internal Control Systems and their Adequacy:

Your Company has in place adequate Internal Financial Controls. The Report on Internal Financial Controls issued by the Statutory Auditor is attached with the Auditor Report on the Financial Statements of the Company and it does not report any weakness. Your Board has also reviewed the internal processes, systems and the internal financial and operational controls were also tested by Grant Thornton, Internal Auditor on behalf of the Board. The Directors'' Responsibility Statement contains a confirmation as regards adequacy of the internal financial and controls. For more details, please refer MD&A section.

Corporate Governance:

Your Company is committed to maintain the highest standards of the Corporate Governance and adhere to the Corporate Governance requirements as set out by SEBI. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations forms an integral part of this Report and the same is enclosed herewith as Annexure - 8. The requisite certificate from Independent Company Secretaries confirming compliances with the conditions of Corporate Governance is also attached with the Corporate Governance Report.

Management Discussion and Analysis:

The Management Discussion and Analysis (MD&A), highlighting the important aspects of the business of the Company is enclosed as Annexure 9 to this Report.

Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013:

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company have been set out in the financial statements.

Particulars of Contracts or Arrangements with Related Parties:

All Related Party Transactions with the subsidiary Companies are on an arm''s length basis and were in the ordinary course of business. Information on transactions with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in Annexure-10 in form AOC-2.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as prescribed under section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are as follows:

a) Details of Conservation of energy

The operations of your Company do not consume high levels of energy. Nevertheless, adequate measures have been taken to conserve energy by using energy-efficient computers and related equipment with the latest technologies. Your Company is on a constant look out for newer and efficient energy conservation technologies and introduces them appropriately. As the cost of energy consumed by your Company forms a very small portion of the total costs, the impact of changes in energy cost on total costs is not significant.

b) Research and Development:

The Company has made and will continue to make, significant investments in software product research and development and related product opportunities. For fiscals 2017, 2016 and 2015, the Company spent 8.55%, 7.92% and 7.91% (as a proportion of our total expenditure) respectively on research and development. For fiscal 2018 under review, the Company had spent 8.67% (as a proportion of the total expenditure) on research and development. We believe that the industry, in which we compete, witnesses rapid technological advances in software development due to constantly evolving customer preferences and requirements. The Company believes that emphasis on R&D has enabled us to remain up-to-date with the technological developments, as well as to cater to the evolving needs of our customers.

c) Technology Absorption, Adaptation and Innovation:

Your Company realizes the importance of innovation and constant improvement in key areas of business. We are focused on driving innovation and adopting solutions in line with rapidly evolving technological trends. Our inherent culture of innovation has enabled us to develop a track record of product innovation, expand the range of our offerings and improve the delivery of our products and services. We have a dedicated team of skilled individuals with technical background and domain expertise in each of our industry verticals with a focus on evolving technologies. These teams follow a structured innovation and solutions development process and work with delivery functions to identify the key concerns of our customers and generate solutions, ideas and concepts to address such concerns.

d) Foreign exchange Earnings and Outgo:

Particulars	March 31, 2018	('' In Lakhs) March 31, 2017
Foreign Exchange	27885.83	21363.76
Earnings
Foreign Exchange	5116.78	3957.23
Outgo

Directorsâ Responsibility Statement:

In terms of Section 134 (5) of the Companies Act, 2013 (the "Actâ), the Directors would like to state that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for the year under review.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the annual accounts on a going concern basis.

V. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

VI. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Number of Complaints Relating to Child Labour, Forced Labour, Involuntary Labour, Sexual Harassment in the Last Financial Year and Pending, as on the end of the Financial Year:

The Company has in place a policy on Prevention of Sexual Harassment, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Taking a step further, Newgen has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. This is supported by the Sexual Harassment Policy which ensures a free and fair enquiry process with clear timelines.

During the year under review, two complaints on sexual Harassment were reported out of which one is pending as at the end of the Financial Year 2017-18.

During the year under review, no case/ complaint was reported under Child labour/ forced labour/ involuntary labour and Discriminatory employment related matters.

Cautionary Statements:

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statements.

Appreciation:

Your Company''s organisational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilisation of the Company''s resources for sustainable and profitable growth.

Your Board acknowledges with gratitude and places on record its appreciation for the dedication and commitment of your Company''s employees at all levels which has continued to be our major strength. Your Board also thanks the shareholders, investors, customers, business partners, bankers and other stakeholders for their confidence in the Company and its management and looks forward for their continuous support.

For and on behalf of the Board of Directors

Date: May 17, 2018 Diwakar Nigam

Place: New Delhi Chairman & Managing Director

DIN: 00263222

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