Notes to Accounts of Newgen Software Technologies Ltd.

Mar 31, 2025

g. Provisions (other than for employee benefits)

A provision is recognised if, as a result of a past event,
the Company has a present legal or constructive
obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will
be required to settle the obligation. Provisions are
determined by discounting the expected future
cash flows (representing the best estimate of the
expenditure required to settle the present obligation
at the balance sheet date) at a pre-tax rate that
reflects current market assessments of the time
value of money and the risks specific to the liability.
The unwinding of the discount is recognised as
finance cost. Expected future operating losses are
not provided for. Provisions are reviewed by the
management at each reporting date and adjusted
to reflect the current best estimates.

Onerous contracts

A contract is considered to be onerous when the
expected economic benefits to be derived by the
Company from the contract are lower than the
unavoidable cost of meeting its obligations under
the contract. The provision for an onerous contract
is measured at the present value of the lower of the
expected cost of terminating the contract and the
expected net cost of continuing with the contract.
Before such a provision is made, the Company
recognises any impairment loss on the assets
associated with that contract.

h. Contingent liabilities

A contingent liability is a possible obligation that
arises from past events whose existence will be
confirmed by the occurrence or non-occurrence
of one or more uncertain future events beyond the
control of the Company or a present obligation that
is not recognised because it is not probable that an
outflow of resources will be required to settle the
obligation, or a present obligation whose amount
cannot be estimated reliably. The Company does
not recognize a contingent liability but discloses its
existence in the financial statements.

i. Revenue

Revenues from customer''s contracts are
considered for recognition and measurement
when the contract has been approved by the
parties, in writing, to the contract, the parties
to contract are committed to perform their
respective obligations under the contract, and
the contract is legally enforceable. Revenue is
recognized upon transfer of control of promised
products or services ("performance obligations”)

to customers in an amount that reflects the
consideration the Company has received
or expects to receive in exchange for these
products or services ("transaction price”). When
there is uncertainty as to collectability, revenue
recognition is postponed until such uncertainty
is resolved. Based on the assessment of
contractual arrangements, there are no

discounts, rebates, incentives, or other forms of
variable consideration applicable to the revenue
recognized during the reporting period.

i. Sale of License

Revenue from sale of licenses for

software products is recognised when the
significant risks and rewards of ownership
have been transferred to the buyer which
generally coincides with delivery of
licenses to the customers, recovery of the
consideration is probable, the associated
costs and possible return of software
sold can be estimated reliably, there is
no continuing effective control over, or
managerial involvement with the licenses
transferred and the amount of revenue can
be measured reliably.

ii. Rendering of services

Revenue from services rendered is
recognized in proportion to the stage
of completion of the transaction at
the reporting date. Efforts or costs
expended have been used to measure
progress towards completion as there
is a direct relationship between input
and productivity.

Software Implementation Services

The revenue from fixed price contracts for
software implementation is recognized
based on proportionate completion
method based on hours expended, and
foreseeable losses on the completion of
contract, if any are recognized immediately.
Efforts or costs expended have been used
to determine progress towards completion
as there is a direct relationship between
input and productivity. Progress towards
completion is measured as the ratio of costs
or efforts incurred to date (representing
work performed) to the estimated total
costs or efforts. Estimates of transaction
price and total costs or efforts are
continuously monitored over the lives of
the contracts and are recognized in profit
or loss in the period when these estimates
change or when the estimates are revised.
Revenues and the estimated total costs or
efforts are subject to revision as the contract
progresses. Provisions for estimated losses,
if any, on uncompleted contracts are
recorded in the period in which such losses
become probable based on the estimated
efforts or costs to complete the contract.

The Company is also involved in time and
material contracts and recognizes revenue
as the services are performed.

Annual Technical services

Revenue from annual technical service
and maintenance contracts is recognised
ratably over the term of the underlying
maintenance arrangement.

iii. Sale of right to use software

Software-as-a-service, that is, a right to
access software functionality in a cloud-
based-infrastructure provided by the
Company. Revenue from arrangements
where the customer obtains a "right to
access” is recognized over the access period.

Revenue from client training, support and
other services arising due to the sale of
license is recognized as the performance
obligations are satisfied.

Reimbursements of out-of-pocket
expenses received from customers have
been netted off with expense.

Amounts received or billed in advance
of services to be performed are recorded
as advance from customers/unearned
revenue. Unbilled revenue represents
amounts recognized based on services
performed in advance of billing in
accordance with contract terms.

iv. Multiple deliverable arrangements

When two or more revenue generating
activities or deliverables are provided under
a single arrangement, the Company has
applied the guidance in Ind AS 115, Revenue
from contract with customer, by applying
the revenue recognition criteria for each
distinct performance obligation. The
arrangements with customers generally

meet the criteria for considering license
for software products and related services
as distinct performance obligations.
For allocating the transaction price, the
Company has measured the revenue in
respect of each performance obligation of
a contract at its relative standalone selling
price. The price that is regularly charged for
an item when sold separately is the best
evidence of its standalone selling price.
In cases where the company is unable to
determine the standalone selling price,
the company uses the expected cost
plus margin approach in estimating the
standalone selling price.

Arrangements to deliver software products
generally have three elements license,
implementation and Annual Technical
Services (ATS). The company has applied
the principles under Ind AS 115 to account
for revenues from these performance
obligations. When implementation
services are provided in conjunction
with the licensing arrangement and the
license and implementation have been
identified as two separate performance
obligations, the transaction price for
such contracts are allocated to each
performance obligation of the contract
based on their relative standalone selling
prices. In the absence of standalone selling
price for implementation, the performance
obligation is estimated using the expected
cost plus margin approach.

Deferred contract costs are incremental
costs of obtaining a contract which are
recognized as assets and amortized over
the term of the contract.

Revenue from subsidiaries is recognised
based on transaction price which is
at arm''s length.

Contract assets are recognised when there
is excess of revenue earned over billings on
contracts. A contract asset arises when the
company has performed under a contract
but has not yet met the conditions
required to bill the customer. The right to
receive cash is conditional upon further
performance obligations.

Unearned and deferred revenue ("contract
liability”) is recognised when there is
billings in excess of revenues.

Trade Receivables

Trade receivables are amounts due from
customers for sale of license or rendering of
services in the ordinary course of business.
They are generally due for settlement within
one year and therefore are all classified as
current. Where the settlement is due after
one year, they are classified as non-current.
Trade receivables are disclosed in Note 11.

Impairment

An impairment is recognised to the extent
that the carrying amount of receivable or
asset relating to contracts with customers
(a) the remaining amount of consideration
that the Company expects to receive in
exchange for sale of license or rendering
of services to which such asset relates;
less (b) the costs that relate directly to
providing those sale of license or rendering
of services and that have not been
recognised as expenses.

j. Recognition of dividend income, interest
income or expense

Dividend income is recognised in Statement of profit
or loss on the date on which the Company''s right to
receive payment is established.

Interest income or expense is recognised using the
effective interest method.

The ''effective interest rate'' is the rate that exactly
discounts estimated future cash payments
or receipts through the expected life of the
financial instrument to:

• the gross carrying amount of the
financial asset; or

• the amortised cost of the financial liability.

In calculating interest income and expense, the
effective interest rate is applied to the gross carrying
amount of the asset (when the asset is not credit-
impaired) or to the amortised cost of the liability.
However, for financial assets that have become credit-
impaired subsequent to initial recognition, interest
income is calculated by applying the effective interest
rate to the amortised cost of the financial asset. If the

asset is no longer credit-impaired, then the calculation
of interest income reverts to the gross basis.

k. Sale of investments

Profit on sale of investments is recorded on transfer
of title from the Company and is determined as the
difference between the sales price and the carrying
value of the investment

l. Leases

The Company as a lessee

The Company''s lease asset classes primarily consist of
leases for land and buildings. The Company assesses
whether a contract contains a lease, at inception of
a contract. A contract is, or contains, a lease if the
contract conveys the right to control the use of an
identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys
the right to control the use of an identified asset, the
Company assesses whether: (1) the contract involves
the use of an identified asset (2) the Company has
substantially all of the economic benefits from use of
the asset through the period of the lease and (3) the
Company has the right to direct the use of the asset.

At the date of commencement of the lease, the
Company recognizes a right-of-use asset ("ROU”)
and a corresponding lease liability for all lease
arrangements in which it is a lessee, except for
leases with a term of twelve months or less (short¬
term leases) and low value leases. For these short¬
term and low value leases, the Company recognizes
the lease payments as an operating expense on a
straight-line basis over the term of the lease.

Certain lease arrangements includes the options
to extend or terminate the lease before the end
of the lease term. ROU assets and lease liabilities
includes these options when it is reasonably certain
that they will be exercised. In assessing whether the
Company is reasonably certain to exercise an option
to extend a lease, or not to exercise an option to
terminate a lease, it considers all relevant facts and
circumstances that create an economic incentive for
the Company to exercise the option to extend the
lease, or not to exercise the option to terminate the
lease. The Company revises the lease term if there is
a change in the non-cancellable period of a lease.

The right-of-use assets are initially recognized at
cost, which comprises the initial amount of the lease
liability adjusted for any lease payments made at or
prior to the commencement date of the lease plus
any initial direct costs less any lease incentives. They
are subsequently measured at cost less accumulated
depreciation and impairment losses.

Right-of-use assets are depreciated from the
commencement date on a straight-line basis over
the shorter of the lease term and useful life of the
underlying asset.

Right of use assets are evaluated for recoverability
whenever events or changes in circumstances
indicate that their carrying amounts may not be
recoverable. For the purpose of impairment testing,
the recoverable amount (i.e. the higher of the
fair value less cost to sell and the value-in-use) is
determined on an individual asset basis unless the
asset does not generate cash flows that are largely
independent of those from other assets. In such cases,
the recoverable amount is determined for the Cash
Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized
cost at the present value of the future lease
payments. The lease payments are discounted using
the interest rate implicit in the lease or, if not readily
determinable, using the incremental borrowing
rates in the country of domicile of these leases. Lease
liabilities are remeasured with a corresponding
adjustment to the related right of use asset if the
Company changes its assessment if whether it will
exercise an extension or a termination option. The
discount rate is generally based on the incremental
borrowing rate specific to the lease being evaluated
or for a portfolio of leases with similar characteristics.

Lease liability and ROU asset have been separately
presented in the Balance Sheet and lease payments
have been classified as financing cash flows.

m. Income tax

Income tax comprises current and deferred tax. It is
recognised in profit or loss except to the extent that
it relates to an item recognised directly in equity or in
other comprehensive income.

i. Current tax

Current tax comprises the expected tax payable
or receivable on the taxable income or loss for
the year and any adjustment to the tax payable

or receivable in respect of previous years. The
amount of current tax reflects the best estimate
of the tax amount expected to be paid or
received after considering the uncertainty, if any,
related to income taxes. It is measured using tax
rates (and tax laws) enacted or substantively
enacted by the reporting date.

Current tax assets and current tax liabilities
are offset only if there is a legally enforceable
right to set off the recognised amounts, and it
is intended to realise the asset and settle the
liability on a net basis or simultaneously.

ii. Deferred tax

Deferred tax is recognised in respect of
temporary differences between the carrying
amounts of assets and liabilities for financial
reporting purposes and the corresponding
amounts used for taxation purposes. Deferred
tax is also recognised in respect of carried
forward tax losses and tax credits. Deferred tax
is not recognised for:

• temporary differences arising on the
initial recognition of assets or liabilities
in a transaction that is not a business
combination and that affects neither
accounting nor taxable profit or loss at the
time of the transaction;

Deferred tax assets are recognised to the extent
that it is probable that future taxable profits
will be available against which they can be
used. Deferred tax assets - unrecognised or
recognised, are reviewed at each reporting date
and are recognised/ reduced to the extent that
it is probable/ no longer probable respectively
that the related tax benefit will be realized.

Deferred tax is measured at the tax rates that are
expected to apply to the period when the asset
is realised or the liability is settled, based on the
laws that have been enacted or substantively
enacted by the reporting date.

The measurement of deferred tax reflects the
tax consequences that would follow from the
manner in which the Company expects, at the
reporting date, to recover or settle the carrying
amount of its assets and liabilities.

Deferred tax assets and liabilities are offset if
there is a legally enforceable right to offset tax

liabilities and assets, and they relate to income
taxes levied by the same tax authority on the
same taxable entity, or on different tax entities,
but they intend to settle current tax liabilities
and assets on a net basis or their tax assets and
liabilities will be realised simultaneously.

Minimum Alternative Tax (''MAT'') under the
provisions of the Income-tax Act, 1961 is
recognised as tax in the Statement of Profit
and Loss. The credit available under the Act in
respect of MAT paid is recognised as an asset
only when and to the extent there is convincing
evidence that the company will pay normal
income tax during the period for which the MAT
credit can be carried forward for set-off against
the normal tax liability. MAT credit recognised as
an asset is reviewed at each balance sheet date
and written down to the extent the aforesaid
convincing evidence no longer exists.

n. Cash and cash equivalents

Cash and short-term deposits in the Balance Sheet
comprise cash at banks and cash in hand and short¬
term deposits with an original maturity of three
months or less, which are subject to insignificant risk
of changes in value.

o. Earnings per share (“EPS”)

Basic earnings per share is calculated by dividing
the profit attributable to the owners of the Company
by the weighted average number of equity shares
outstanding during the year.

Diluted earnings per share is computed using the
net profit or loss for the year attributable to equity
shareholders and the weighted average number of
common and dilutive common equivalent shares
outstanding during the year but including share
options, compulsory convertible preference shares
except where the result would be anti-dilutive.

p. Share Capital

Equity Shares

Equity shares are classified as equity. Incremental
costs directly attributable to the issuance ofnew equity
shares are recognized as a deduction from equity.

Dividends

The final dividend on shares is recorded as a liability
on the date of approval by the shareholders, and

interim dividend are recorded as a liability on the date
of declaration by the Company''s Board of Directors.

q. Basis of segmentation

Segment reporting

Operating segments are reported in a manner
consistent with the internal reporting provided to
the chief operating decision maker (CODM).

Identification of segments:

All operating segments'' results are reviewed
regularly by the Board of Directors, who have been
identified as the CODM, to allocate resources to the
segments and assess their performance. Refer note
45 for segment information.

r. ESOP Trust

The ESOP trust has been treated as an extension of
the Company and accordingly shares held by ESOP
Trust are netted off from the total share capital.
Consequently, all the assets, liabilities, income and

expenses of the trust are accounted for as assets
and liabilities of the Company, except for profit / loss
on issue of shares to the employees and dividend
received by trust which are directly adjusted in the
Newgen ESOP Trust reserve.

s. Statement of Cash flows

Cash flows are reported using the indirect method,
whereby profit for the period is adjusted for the
effects of transactions of a non-cash nature, any
deferrals or accruals of past or future operating
cash receipts or payments and item of income or
expenses associated with investing or financing
cash flows. The cash from operating, investing and
financing activities of the company are segregated.

t. Rounding of amounts

All amounts disclosed in the financial statements
and notes have been rounded off to the nearest
lakhs as per the requirement of Schedule III, unless
otherwise stated.

Trade receivables also includes balance receivables from related parties. For details refer note 42

No trade or other receivables are due from directors or other officers of the Company either severally or jointly with
any other person. Nor any trade or other receivables are due from firms or private companies respectively in which
any director is a partner, director or a member.

Trade receivables are non-interest bearing and are generally on terms of 15-90 days.

The Company''s exposure to credit and currency risks and loss allowances related to trade receivables are discussed
in note 43C (ii) & 43C (v).

(i) Securities premium is used to record the premium received on issue of shares. It will be utilised in accordance
with the provisions of the Companies Act, 2013.

(ii) Retained earnings represents accumulated balances of profits over the years after appropriations for general
reserves and adjustments of dividend.

(iii) Newgen ESOP Trust has been treated as an extension of the Company and accordingly shares held by
Newgen ESOP Trust are netted off from the total share capital. Consequently, all the assets, liabilities, income
and expenses of the trust are accounted for as assets and liabilities of the Company, except for profit / loss on
issue of shares to the employees and dividend received by trust which are directly adjusted in the Newgen
ESOP Trust reserve.

(iv) The Company has established various equity-settled share-based payment plans for certain employees of the
Company. Refer to note 35 for further details on these plans.

(v) Refer Statement of Changes in Equity for analysis of other comprehensive income, net of tax.

(vi) Capital reserve created on account of merger of Number Theory Software Private Limited ("Number Theory")

(i) Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet
to be recognised as at the end of the reporting period and an explanation as to when the Company expects
to recognise these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the Company
has not disclosed the remaining performance obligation related disclosures for contracts where :

(i) The performance obligation is part of a contract that has an original expected duration of one year or less.

(ii) The revenue recognised corresponds directly with the value to the customer of the entity''s performance
completed to date, typically those contracts where invoicing is on time and material basis.

Remaining performance obligation estimates are subject to change and are affected by several factors,
including terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that
has not materialised and adjustments for currency.

The aggregate value of performance obligations that are completely or partially unsatisfied as at 31 March
2025, other than those meeting the exclusion criteria mentioned above is INR Nil ( 31 March 2024 INR Nil).

35. Share-based payment arrangements:

A. Description of share-based payment arrangements

i. Share option programmes (equity-settled)

The company established Newgen Employees Stock Option Scheme 2014 (Newgen ESOP 2014) in the
year 2014-15, administered through a new Trust ''Newgen ESOP Trust''. The maximum numbers of shares
to be issued under this Scheme shall be limited to 3,907,023 equity shares of the company. Pursuant to
the scheme, during the year 2014-15, the company has granted 3,653,525 options at an exercise price of
INR 63 per option to the employees of the company. Further, during the year 2017-18 grant of options

353,000, 130,000, and 79,250 through grant II, III and IV on 1 Jul 2017, 1 Sep 2017 and 1 Oct 2017 respectively
under the same scheme and with same vesting conditions was made. During the year 2020-21, the
company has granted 2,33,000 options through grant V under Newgen ESOP 2014 on 25 March 2021.
During the year 2022-23, the company has granted 20,000 options through grant VI under Newgen ESOP
2014 on 17 January 2023. During the year 2023-24, the company has granted 5,000 options through grant
VII under Newgen ESOP 2014 on 2 May 2023. Under the terms of the plans, these options are vested on a
graded vesting basis over a maximum period of four years from the date of grant and are to be exercised
either in part(s) or full, within a maximum period of five years from the date of last vesting. Consequent to
bonus issue in the ratio of 1:1 during the financial year ended 31 March 2024, all the outstanding options
and excercise price before the record date of 12 January 2024 have been adjusted to consider the bonus
issue impact. During the year 2024-25, the company has granted 43,000 options through grant VIII under
Newgen ESOP 2014 on 18 July 2024.

During the year 2020-21, the company has established Newgen Software Technologies Restricted Stock
Units Scheme - 2021 (Newgen RSU - 2021), administered through a new trust "Newgen RSU Trust" The
maximum numbers of shares to be issued under this Scheme shall be limited to 2,800,000 equity shares
of the company. During the year 2021-22, the company has granted 12,11,500 and 1,73,500 options through
grant I and II respectively under this scheme at an exercise price of INR 10 per option, to the employees of
the company. During the year 2022-23, the company has granted 35,000 options through grant III under
this scheme at an exercise price of INR 10 per option, to the employees of the company. During the year
2023-24, the company has granted 10,000 and 20,000 options through grant IV and V respectively under
this scheme at an exercise price of INR 10 per option, to the employees of the company.Under the terms
of the scheme, these options are vested on a graded vesting basis over a maximum period of five years
from the date of grant and are to be exercised either in part(s) or full, within a maximum period of five
years from the date of last vesting.Consequent to bonus issue in the ratio of 1:1 during the financial year
ended 31 March 2024, all the outstanding options before the record date of 12 January 2024 have been
adjusted to consider the bonus issue impact.

During the year 2022-23, the company has established Newgen Employee Stock Option Scheme - 2022
(Newgen ESOP - 2022), administered through a trust "Newgen ESOP Trust" The maximum numbers of
shares to be issued under this Scheme shall be limited to 42,00,000 equity shares of the company. During
the year 2022-23, the company has granted 9,41,800 options through grant I under this scheme at an
exercise price of INR 364.20 per option, to the employees of the company. During the year 2023-24, the
company has granted 1,58,750, 68,150 and 3,86,500 options through grant II, III and IV on 2 May 2023, 19 July
2023 and 20 March 2024 under this scheme at an excercise price of INR 452, INR 615 and INR 640.10 per
option, to the employees of the company. Under the terms of the scheme, these options are vested on a
graded vesting basis over a maximum period of four years from the date of grant and are to be exercised
either in part(s) or full, within a maximum period of five years from the date of vesting. Consequent to
bonus issue in the ratio of 1:1 during the financial year ended 31 March 2024, all the outstanding options
and excercise prices before the record date of 12 January 2024 have been adjusted to consider the bonus
issue impact. During the year 2024-25, the company has granted 1,91,400, 40,850, 5,30,100 and 73,050
options through grant V, VI, VII and VIII on 30 April 2024, 18 July 2024, 15 October 2024 and 20 January
2025 under this scheme at an excercise price of INR 780, INR 944.15, INR 1,216 and INR 14,27.50 per option
respectively to the employees of the company.

•Consequent to the adjustment related to the Bonus issue in the ratio of 1:1, as approved by the shareholders
of the company on 2 January 2024, the pool of the Scheme was increased by 1,23,223 ESOPs convertible
into the equal number of equity shares.

••Consequent to the adjustment related to the Bonus issue in the ratio of 1:1, as approved by the
shareholders of the company on 2 January 2024, the pool of the Scheme was increased from 14,00,000 to

28.00. 000 RSUs convertible into the equal number of equity shares.

•••Consequent to the adjustment related to the Bonus issue in the ratio of 1:1, as approved by the
shareholders of the company on 2 January 2024, the pool of the Scheme was increased from 14,00,000
to 28,00,000 ESOPs convertible into the equal number of equity shares. The company further added

14.00. 000 shares in the Scheme with the approval of shareholders on 25 July 2024.

Newgen ESOP trust has been treated as an extension of the company and accordingly shares held by
Newgen ESOP Trust are netted off from the total share capital. Consequently, all the assets, liabilities,
income and expenses of the trust are accounted for as assets and liabilities of the company, except for
profit / loss on issue of shares to the employees and dividend received by trust which are directly adjusted
in the Newgen ESOP Trust reserve.

which has been adjusted in current financial year against shortfall of INR 5.92 lakhs. There is no unspent balance in
respect of ongoing projects for which information is required to be disclosed.

40. The Company has established a comprehensive system of maintenance of information and documents as required
by the transfer pricing legislation under sections 92-92F of the Income-tax Act, 1961. Since the law requires existence
of such information and documentation to be contemporaneous in nature, the Company has got the updated
documentation for the international transactions entered into with the associated enterprises during the financial
year. The management is of the opinion that its international transactions are at arm''s length so that the aforesaid
legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that
of provision for taxation.

C. Financial risk management

The Company''s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and
interest rate risk), credit risk and liquidity risk.

i. Risk management framework

The Company''s board of directors has framed a Risk Management Policy and plan for enabling the Company
to identify elements of risk as contemplated by the provisions of the Section 134 of the Companies Act
2013. The Company''s risk management policies are established to identify and analyse the risks faced by
the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the
Company''s activities. The Company, through its training and management standards and procedures, aims
to maintain a disciplined and constructive control environment in which all employees understand their roles
and obligations.

The Company''s audit committee oversees how management monitors compliance with the Company''s risk
management policies and procedures, and reviews the adequacy of the risk management framework in
relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument
fails to meet its contractual obligations and arises partially from the Company''s receivables from customers,
loans and investment in debt securities. The carrying amount of financial assets represent the maximum
credit risk exposure. The Company has credit policies in place and the exposures to these credit risks are
monitored on an ongoing basis.

To cater to the credit risk for investments in mutual funds and bonds, only high rated mutual funds/
bonds are accepted.

The Company has given security deposits to vendors for rental deposits for office properties, securing services
from them, government departments. The Company does not expect any default from these parties and
accordingly the risk of default is negligible or nil.

Trade receivables and contract assets are typically unsecured and derived from revenue earned from
customers primarily located in India, USA, EMEA and APAC.

Credit risk has always been managed by the Company through credit approval, establishing credit limits and
continuously monitoring the credit worthiness of customers to which the Company grants credit term in
normal course of business. Credit limits are established for each customers and received quarterly.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of
trade receivables. The management uses a simplified approach for the purpose of computation of expected
credit loss for trade receivables. In monitoring customer credit risk, customers are grouped according to
their credit characteristics, including whether they are an individual or legal entity, industry and existence of
previous financial difficulties, if any.

Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
However, management also considers the factors that may influence the credit risk of its customer base,
including the default risk of the industry and country in which customers operate.

The Company establishes an allowance for impairment that represents its expected credit losses in respect
of trade and other receivables. The management establishes an allowance for impairment that represents its
estimate of expected losses in respect of trade and other receivables. An impairment analysis is performed at
each reporting date.

For movement of loss allowance on contract assets refer note 16A

The impairment provisions for financial assets disclosed above are based on assumptions about risk of default
and expected loss rates. The Company uses judgement in making these assumptions and selecting the
inputs to the impairment calculation, based on the Company''s past history, existing market conditions as well
as forward looking estimates at the end of each reporting period.

Debt securities

The Company limits its exposure to credit risk by investing only in liquid debt securities and only with
counterparties that have a credit rating AA to AAA from renowned rating agencies.

The Company monitors changes in credit risk by tracking published external credit ratings. For its investment
in bonds, Company also reviews changes in government bond yields together with available press and
regulatory information about issuers

Basis experienced credit judgement, no risk of loss is indicative on Company''s investment in mutual funds
and government bonds.

Cash and cash equivalents and bank balances other than cash and cash equivalents

The Company held cash and cash equivalents of INR 4,504.64 lakhs at 31 March 2025 (31 March 2024: INR
4,990.98 lakhs) and bank balances other than cash and cash equivalents of INR 20,139.43 lakhs as at 31 March
2025 (31 March 2024: INR 20,022.60 lakhs). The cash and cash equivalents are held with bank and financial
institution counterparties, which are rated AA- to AAA, based on renowned rating agencies.

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to
managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when
they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the company''s reputation.

The Company''s primary sources of liquidity include cash and bank balances, deposits, undrawn borrowings
and cash flow from operating activities. As at 31 March 2025, the Company had a working capital of INR
108,931.68 lakhs (31 March 2024: INR 82,748.05 lakhs) including cash and cash equivalent of INR 4,504.64 lakhs
(31 March 2024: INR 4,990.98 lakhs), bank balances other than cash and cash equivalents of INR 20,139.43
lakhs ( 31 March 2024: 20,022.60 lakhs) and current investments of INR 50,839.62 lakhs (31 March 2024: INR
36,498.89 lakhs).

iv. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity
prices - will affect the company''s income or the value of its holdings of financial instruments. Market risk
is attributable to all market risk sensitive financial instruments including foreign currency receivables and
payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk,
interest rate risk and the market value of our investments. Thus, our exposure to market risk is a function of
investing and borrowing activities and revenue generating and operating activities in foreign currency. The
objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

v. Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of
changes in foreign exchange rates. The Company is exposed to currency risk on account of its receivables and
other payables in foreign currency. The functional currency of the Company is Indian Rupee. The Management
endeavours to minimize economic and transactional exposures arising from currency movements against the
US Dollar, Euro, Great Britain Pound, Canadian dollar, United Arab Emirates Dhiram, Saudi Riyal, Singapore
dollar, Australian dollar and Malaysian Ringgit making all the US dollar payments through EEFC account for
avoiding exchange risk. The Company manages the risk by netting off naturally-occurring opposite exposures
wherever possible, and then dealing with any material residual foreign currency exchange risks if any.

The Company has entered into foreign exchange forward contracts to mitigate the risks involved in foreign
exchange transactions and has booked forward contracts for USD 39.00 million during the year from April
2024 to March 2025.The hedging loss of INR 278.13 lakhs is on account of mark to market loss (realised loss
is INR 97.23 lakhs, unrealised loss is INR 112.43 lakhs and loss of INR 68.47 lakhs on account of reversal of last
year mark to market loss ) on foreign exchange forward contracts which do not qualify for hedge accounting
as per Ind As-109, have been recognized in the profit and loss account in the financial statement for the year
ended 31 March 2025.

A reasonably possible strengthening (weakening) of the Indian Rupee against US Dollar, Euro, Great Britain
Pound, Canadian dollar, United Arab Emirates Dhiram, Saudi Riyal, Singapore Dollar, Australian Dollar
and Malaysian Ringgit at reporting date would have affected the measurement of financial instruments
denominated in foreign currencies and affected equity and profit or loss by the amounts shown below. This
analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact
of forecast sales and purchases.

II. Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk
is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest
rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will
fluctuate because of fluctuations in the interest rates.

a) Exposure to interest rate risk

The Company is exposed to both fair value interest rate risk as well as cash flow interest rate risk arising both
on short-term and long-term floating rate instruments.

b) Sensitivity analysis

Fair value sensitivity analysis for fixed-rate instruments

The Company accounts for investments in government and other bonds as fair value through other
comprehensive income. Therefore, a change in interest rate at the reporting date would have impact on equity.

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased
(decreased) equity by INR 42.41 lakhs after tax (31 March 2024: INR 39.81 lakhs) and PBT by INR 65.19 lakhs (31
March 2024: INR 61.19 lakhs).

There is no variable rate linked instrument and therefore, there is no cash flow sensitivity.

Market price risk

a) Exposure

The Company''s exposure to mutual funds and bonds price risk arises from investments held by the
Company and classified in the balance sheet as fair value through profit and loss and at fair value through
other comprehensive income respectively.

To manage its price risk arising from investments, the Company diversifies its portfolio. Diversification of
the portfolio is done in accordance with the limits set by the Company."

b) Sensitivity analysis

Company is having investment in mutual funds, government bonds, other bonds and investment
in subsidiaries.

For such investments classified at Fair value through other comprehensive income, a 2% increase in their
fair value at the reporting date would have increased equity by INR 84.82 lakhs after tax (31 March, 2024:
INR 79.62 lakhs ) and PBT by INR 130.38 lakhs (31 March, 2024: INR 122.38 lakhs). An equal change in the
opposite direction would have decreased equity by INR 84.82 lakhs after tax (31 March, 2024: INR 79.62
lakhs ) and PBT by INR 130.38 lakhs (31 March, 2024: INR 122.38 lakhs).

For such investments classified at Fair value through profit or loss, the impact of a 2% increase in their
fair value at the reporting date on profit or loss would have been an increase of INR 576.70 lakhs after
tax (31 March, 2024: INR 391.78 lakhs ) and PBT by INR 886.41 lakhs (31 March, 2024: INR 602.18 lakhs) . An
equal change in the opposite direction would have decreased profit or loss by INR 576.70 lakhs after tax
(31 March, 2024: INR 391.78 lakhs ) and PBT by INR 886.41 lakhs (31 March, 2024: INR 602.18 lakhs)

44. Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. Management monitors the return on capital as well as the level
of dividends to equity shareholders.

The Company manages its capital structure and makes adjustments to it as and when required. To maintain or
adjust the capital structure, the company may pay dividend or repay debts, raise new debt or issue new shares. No
major changes were made in the objectives, policies or processes for managing capital during the year ended 31
March 2025 and 31 March 2024.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''adjusted equity''. For this purpose, adjusted
net debt is defined as total liabilities comprising interest bearing loans and borrowings and obligations under
finance leases, less cash and cash equivalents. Adjusted equity comprises all components of equity

The Company capital consists of equity attributable to equity holders that includes equity share capital and
retained earnings.

45. Segment reporting
A. Basis for segmentation

An operating segment is a component of the Company that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the
Company''s other components, and for which discrete financial information is available.

The Company''s board of directors have been identified as the Chief Operating Decision Makers (CODM) since they
are responsible for all major decisions in respect of allocation of resources and assessment of the performance on
the basis of the internal reports/ information provided by functional heads. The board examines the performance of
the Company based on such internal reports which are based on operations in various geographies and accordingly,
have identified the following reportable segments:

5. Earnings before interest and taxes = profit before tax finance cost - other income

6. Capital Employed = Average tangible net worth Total debt Deferred tax.

7. Average is calculated on the basis of opening and closing balances.

Schedule III require explanation where the change in the ratio is more than 25% as compared to the preceding
year. Since there are no instances where the change is more than 25% , hence no explanation is given.

47. As at 31 March 2025, the Company has gross foreign currency receivables amounting to INR 24,509.73 lakhs
(previous year INR 20,027.40 lakhs). Out of these receivables, INR 5,108.22 lakhs (previous year INR 1,955.12 lakhs) is
outstanding for more than 9 months. As per FED Master Direction No. 16/2015-16, receipt for export goods should
be realized within a period of 9 months from the date of export. The Company must file extension with AD Bank &
as per the requirements, in one calendar year, the Company is allowed to seek extension for an amount equivalent
to USD one million or 10% of the average export collection of the last 3 years only, whichever is higher and pursuant
to the same, the company has applied for an extension of all the foreign currency receivables outstanding for
more than 6 months. The management is of the view that the Company will be able to obtain approvals from the
authorities for realizing such funds beyond the stipulated timeline without levy of any penalties as it had Bonafide
reasons that caused the delays in realization.

48. Other statutory informations

i. The Company do not have any Benami property, where any proceeding has been initiated or pending against
the Group for holding any Benami property.

ii The Company do not have any transactions with companies struck off.

iii The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.

iv The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

v The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

vi The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

vii The Company have not any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

viii The company has sanctioned working capital amounts from banks on the basis of security of Trade
Receivables and Fixed Deposits. The quarterly returns being filed by company with banks are in line with the
books of accounts.

ix All title deeds of Immovable Property are held in the name of the Company.

x The Company has not defaulted on any of the loan taken from banks, financial institutions or other lender.

xi The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible
assets or both during the current or previous year.

xii The Company has complied with the number of layers prescribed under Companies Act, 2013.

49. Previous period''s figures have been regrouped/reclassified wherever necessary to correspond with the current
period''s classification/disclosure, which are not considered material to these financial statements.

As per our report of even date attached
For
Walker Chandiok & Co LLP

Chartered Accountants For and on behalf of the Board of Directors of

Firm Registration No.: 001076N/N500013 Newgen Software Technologies Limited

Ankit Mehra Diwakar Nigam T.S.Varadarajan Virender Jeet

Partner Chairman & Whole Time Director Chief Executive Officer

Managing Director

Membership No.: 507429 DIN: 00263222 DIN: 00263115 PAN: AAOPJ2433N

Place: Gurugram Place: Delhi Place: Delhi Place: Delhi

Date: 02-May-2025 Date: 02-May-2025 Date: 02-May-2025 Date: 02-May-2025

Arun Kumar Gupta Aman Mourya

Chief Financial Officer Company Secretary

Membership No: 056859 Membership No: F9975
Place: Delhi Place: Delhi

Date: 02-May-2025 Date: 02-May-2025


Mar 31, 2024

Terms/rights attached to equity shares

In case of equity shares, each equity shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting, except in case of interim dividend, if any. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their respective shareholding.

(i) Securities premium is used to record the premium received on issue of shares. It will be utilised in accordance with the provisions of the Companies Act, 2013.

(ii) Retained earnings represents accumulated balances of profits over the years after appropriations for general reserves and adjustments of dividend.

(iii) Newgen ESOP Trust has been treated as an extension of the Company and accordingly shares held by Newgen ESOP Trust are netted off from the total share capital. Consequently, all the assets, liabilities, income and expenses of the trust are accounted for as assets and liabilities of the Company, except for profit / loss on issue of shares to the employees and dividend received by trust which are directly adjusted in the Newgen ESOP Trust reserve.

(iv) The Company has established various equity-settled share-based payment plans for certain employees of the Company. Refer to note 35 for further details on these plans.

(v) Refer Statement of Changes in Equity for analysis of other comprehensive income, net of tax.

(vi) Capital reserve created on account of merger of Number Theory Software Private Limited ("Number Theory”)

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases was INR 110.03 lakhs for the year ended 31 March 2024 (31 March 2023: INR 108.50 lakhs)

For detail regarding the undiscounted contractual maturities of lease liabilities. (refer note 43 C (iii))

Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognised as at the end of the reporting period and an explanation as to when the Company expects to recognise these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where :

(i) The performance obligation is part of a contract that has an original expected duration of one year or less.

(ii) The revenue recognised corresponds directly with the value to the customer of the entity''s performance completed to date, typically those contracts where invoicing is on time and material basis.

Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that has not materialised and adjustments for currency.

The aggregate value of performance obligations that are completely or partially unsatisfied as at 31 March 2024, other than those meeting the exclusion criteria mentioned above is INR Nil ( 31 March 2023 INR Nil).

(i) Defined contribution plans:

The Company makes contributions, determined as a specified percentage of the employee salaries in respect of qualifying employees towards provident fund, which is a defined contribution plan. The amount recognised as an expense towards contribution to provident fund for the year aggregated to INR 1,618.57 lakhs (31 March 2023: INR 1,327.25 lakhs). The amount recognised as an expense towards employee state insurance aggregated to INR 0.10 lakhs (31 March 2023: INR 0.09 lakhs).

(iii) Defined Benefit Plan:

Gratuity scheme - This is an unfunded defined benefit plan and it entitles an employee, who has rendered atleast 5 years of continuous service, to receive one-half month''s salary for each year of completed service at the time of retirement/exit.

i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period. Gratuity payable to employee in case (i) and (ii), as mentioned above, is computed as per the Payment of Gratuity Act, 1972 except the Company does not have any limit on gratuity amount.

(iv) Defined Benefit Plan-Dubai office:

The gratuity benefit payable in the case of termination, retirement, or death is 21 days'' Scheme Salary for each of the first five years of service and 30 days'' Scheme Salary for each year thereafter. Partial years count towards a period of service. This benefit is payable only after completing one year of service. In the case of the resignation of an employee, he/she is entitled to the following benefit:

No gratuity benefits are payable to any employee who is dismissed/terminated from service for misconduct, disobedience or violation of any existing rules and regulations of Newgen. The Scheme is unfunded.

Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being a lump sum benefit on retirement.

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in the Company''s financial statements as at balance sheet date:

34 Earnings per share (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

35 Share-based payment arrangements*:

A. Description of share-based payment arrangements

i. Share option programmes (equity-settled)

The Company established Newgen Employees Stock Option Scheme 2014 (Newgen ESOP 2014) in the year 2014-15, administered through a new Trust ''Newgen ESOP Trust''. The maximum numbers of shares to be issued under this Scheme shall be limited to 3,783,800 equity shares of the Company. Pursuant to the scheme, during the year 2014-15, the Company has granted 3,653,525 options at an exercise price of INR 63 per option, to the employees of the Company. Further, during the year 2017-18 grant of options 353,000, 130,000, and 79,250 through grant II, III and IV on 1 Jul 2017, 1 Sep 2017 and 1 Oct 2017 respectively under the same scheme and with same vesting conditions was made. During the year 2020-21, the Company has granted 2,33,000 options through grant V under Newgen ESOP 2014 on 25 March 2021. During the year 2022-23, the Company has granted 20,000 options through grant VI under Newgen ESOP 2014 on 17 January 2023. During the year 2023-24, the Company has granted 5,000 options through grant VII under Newgen ESOP 2014 on 2 May 2023. Under the terms of the plans, these options are vested on a graded vesting basis over a maximum period of four years from the date of grant and are to be exercised either in part(s) or full, within a maximum period of five years from the date of last vesting. Consequent to bonus issue in the ratio of 1:1, all the outstanding options and excercise price before the record date of 12 January 2024 have been adjusted to consider the bonus issue impact.

During the year 2020-21, the Company has established Newgen Software Technologies Restricted Stock Units Scheme - 2021 (Newgen RSU - 2021), administered through a new trust "Newgen RSU Trust" The maximum numbers of shares to be issued under this Scheme shall be limited to 14,00,000 equity shares of the Company. During the year 2021-22, the Company has granted 12,11,500 and 1,73,500 options through grant I and II respectively under this scheme at an exercise price of INR 10 per option, to the employees of the Company. During the year 2022-23, the Company has granted 35,000 options through grant III under this scheme at an exercise price of INR 10 per option, to the employees of the Company. During the year 2023-24, the Company has granted 10,000 and 20,000 options through grant IV and V respectively under this scheme at an exercise price of INR 10 per option, to the employees of the Company.Under the terms of the scheme, these options are vested on a graded vesting basis over a maximum period of five years from the date of grant and are to be exercised either in part(s) or full, within a maximum period of five years from the date of last vesting. Consequent to bonus issue in the ratio of 1:1, all the outstanding options before the record date of 12 January 2024 have been adjusted to consider the bonus issue impact.

During the year 2022-23, the Company has established Newgen Employee Stock Option Scheme - 2022 (Newgen ESOP - 2022), administered through a trust "Newgen ESOP Trust" The maximum numbers of shares to be issued under this Scheme shall be limited to 14,00,000 equity shares of the Company. During the year 2022-23, the Company has granted 9,41,800 options through grant I under this scheme at an exercise price of INR 364.20 per option, to the employees of the Company. During the year 2023-24, the company has granted 1,58,750, 68150 and 3,86,500 options through grant II, III and IV on 2 May 2023, 19 July 2023 and 20 March 2024 under this scheme at an excercise price of INR 452, INR 615 and INR 640.10 per option, to the employees of the Company. Under the terms of the scheme, these options are vested on a graded vesting basis over a maximum period of four years from the date of grant and are to be exercised either in part(s) or full, within a maximum period of five years from the date of vesting. Consequent to bonus issue in the ratio of 1:1, all the outstanding options and excercise prices before the record date of 12 January 2024 have been adjusted to consider the bonus issue impact.

Newgen ESOP trust has been treated as an extension of the Company and accordingly shares held by Newgen ESOP Trust are netted off from the total share capital. Consequently, all the assets, liabilities, income and expenses of the trust are accounted for as assets and liabilities of the Company, except for profit / loss on issue of shares to the employees and dividend received by trust which are directly adjusted in the Newgen ESOP Trust reserve.

36 Contingent liabilities and commitments (to the extent not provided for) a) Claims against the Company (including unasserted claims) not acknowledged as debt:

Particulars

Assessment Year

31 March 2024 31 March 2023

Demands raised by the income tax authorities :

- demand raised on account of inadmissible foreign withholding tax

2020-21

117.59 -

- demand raised on account of inadmissible foreign withholding tax

2021-22

67.55 -

185.14 -

The assessing officer passed an order dated 29 September 2023 and 30 December 2023 under section 143(3) of the Income Tax Act, 1961 in respect inadmissible foreign withholding tax adjustment claimed as business expenditure under Sec 37 of Income Tax Act, 1961 amounting to INR 336.51 lakhs and INR 193.31 lakhs for assessment year 2020-21 and 2021-22 respectively. An appeal was filed with the commissioner of income tax (appeals) against the order of the assessing officer on 7 October 2023 and 23 January 2024 for assessment year 2020-21 and 2021-22 respectively and order of CIT(A) is awaited .

b)

Capital Commitments

Particulars

31 March 2024

31 March 2023

Estimated amount of contracts remaining to be executed on capital account (net of advances)

422.57

-

c) The Company is committed to operationally, technically and financially support the operations of its certain subsidiary companies.

37 Details of dues to Micro, Small and Medium Enterprises as defined under the MSMED Act, 2006

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum.

40 The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income-tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company has got the updated documentation for the international transactions entered into with the associated enterprises during the financial year. The management is of the opinion that its international transactions are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

The principal place of business of all the entities listed above is the same as the respective country of incorporation.

*The company incorporated a new subsidiary Newgen Software Technologies Company Limited during the year on 20 July 2023 in Saudi Arabia.

B. Transactions with Key Management Personnel

A number of key management personnel, or their related parties hold positions in other entities that result in them having control or significant influence over those entities.

Compensation of the Company''s key managerial personnel includes salaries, non-cash benefits and contributions to post - employment defined benefit plan(see note 29)

Executive officers also participate in the Company''s share option plan as per the conditions laid down in that scheme (see note 29 and note 35).

C. Related party transactions other than those with key management personnel

The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and settlement occurs in cash.

For the year ended 31 March 2024 and 31 March 2023, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken at each reporting period.

There have been no transfers in either direction for the years ended 31 March 2024 and 31 March 2023.

C. Financial risk management

The Company''s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk.

i. Risk management framework

The Company''s board of directors has framed a Risk Management Policy and plan for enabling the Company to identify elements of risk as contemplated by the provisions of the Section 134 of the Companies Act 2013. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company''s audit committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises partially from the Company''s receivables from customers, loans and investment in debt securities. The carrying amount of financial assets represent the maximum credit risk exposure. The Company has credit policies in place and the exposures to these credit risks are monitored on an ongoing basis.

The carrying amount of financial assets represent the maximum credit risk exposure. The maximum exposure to credit risk at the reporting was:

To cater to the credit risk for investments in mutual funds and bonds, only high rated mutual funds/ bonds are accepted.

The Company has given security deposits to vendors for rental deposits for office properties, securing services from them, government departments. The Company does not expect any default from these parties and accordingly the risk of default is negligible or nil.

Trade receivables and contract assets are typically unsecured and derived from revenue earned from customers primarily located in India, USA, EMEA and APAC.

Credit risk has always been managed by the Company through credit approval, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit term in normal course of business. Credit limits are established for each customers and received quarterly.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, industry and existence of previous financial difficulties, if any.

Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables. An impairment analysis is performed at each reporting date.

The impairment provisions for financial assets disclosed above are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

Debt securities

The Company limits its exposure to credit risk by investing only in liquid debt securities and only with counterparties that have a credit rating AA to AAA from renowned rating agencies.

The Company monitors changes in credit risk by tracking published external credit ratings. For its investment in bonds, Company also reviews changes in government bond yields together with available press and regulatory information about issuers

Basis experienced credit judgement, no risk of loss is indicative on Company''s investment in mutual funds and government bonds.

Cash and cash equivalents and bank balances other than cash and cash equivalents

The Company held cash and cash equivalents of INR 4,990.98 lakhs at 31 March 2024 (31 March 2023: INR 4,721.82 lakhs) and bank balances other than cash and cash equivalents of INR 20,022.59 lakhs as at 31 March 2024 (31 March 2023: INR 9,729.32 lakhs). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- to AAA, based on renowned rating agencies.

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the company''s reputation.

The Company''s primary sources of liquidity include cash and bank balances, deposits, undrawn borrowings and cash flow from operating activities. As at 31 March 2024, the Company had a working capital of INR 82,748.05 lakhs (31 March 2023: INR 49,418.23 lakhs) including cash and cash equivalent of INR 4,990.98 lakhs (31 March 2023: INR 4,721.82 lakhs), bank balances other than cash and cash equivalents of INR 20,022.60 lakhs ( 31 March 2023: 9,729.32 lakhs) and current investments of INR 36,498.89 lakhs (31 March 2023: INR 13,138.80 lakhs). Consequently, the Company believes its revenue, along with proceeds from financing activities will continue to provide the necessary funds to cover its short term liquidity needs. In addition, the Company projects cash flows and considering the level of liquid assets necessary to meet liquidity requirement.

Interest payment on variable interest rate loan in the table above reflect market forward interest rates at the reporting dates and these amount may change as market interest changes.

iv. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of our investments. Thus, our exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

v. Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency risk on account of its receivables and other payables in foreign currency. The functional currency of the Company is Indian Rupee. The Management endeavours to minimize economic and transactional exposures arising from currency movements against the US Dollar, Euro, Great Britain Pound, Canadian dollar, United Arab Emirates Dhiram, Saudi Riyal, Singapore dollar, Australian dollar and Malaysian Ringgit making all the US dollar payments through EEFC account for avoiding exchange risk. The Company manages the risk by netting off naturally-occurring opposite exposures wherever possible, and then dealing with any material residual foreign currency exchange risks if any.

The Company has entered into foreign exchange forward contracts to mitigate the risks involved in foreign exchange transactions and has booked forward contracts for USD 32.5 million during the year from April 2023 to March 2024. The hedging gain of INR 165.44 lakhs is on account of mark to market gain (realised loss is 86.02 lakhs, unrealised gain is 68.47 lakhs and gain of 187.49 lakhs on account of reversal of last year mark to market loss) on foreign exchange forward contracts which do not qualify for hedge accounting as per Ind As-109, have been recognized in the profit and loss account in the financial statement for the period ended 31 March 2024.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against US Dollar, Euro, Great Britain Pound, Canadian dollar, United Arab Emirates Dhiram, Saudi Riyal, Singapore Dollar, Australian Dollar and Malaysian Ringgit at reporting date would have affected the measurement of financial instruments denominated in foreign currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

II. Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

a) Exposure to interest rate risk

The Company is exposed to both fair value interest rate risk as well as cash flow interest rate risk arising both on short-term and long-term floating rate instruments.

There is no balance in variable rate instruments. b) Sensitivity analysis

Fair value sensitivity analysis for fixed-rate instruments

The Company accounts for investments in government and other bonds as fair value through other comprehensive income. Therefore, a change in interest rate at the reporting date would have impact on equity.

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity by INR 39.81 lakhs after tax (31 March 2023: INR 40.25 lakhs). and PBT by INR 61.19 lakhs (31 March 2023: INR 61.86 lakhs).

Cash flow sensitivity analysis for variable-rate instruments

There is no variable rate linked instrument and therefore, there is no cash flow sensitivity.

Market price risk

a) Exposure

The Company''s exposure to mutual funds and bonds price risk arises from investments held by the Company and classified in the balance sheet as fair value through profit and loss and at fair value through other comprehensive income respectively.

To manage its price risk arising from investments, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

b) Sensitivity analysis

Company is having investment in mutual funds, government bonds, other bonds and investment in subsidiaries.

For such investments classified at Fair value through other comprehensive income, a 2% increase in their fair value at the reporting date would have increased equity by INR 79.62 lakhs after tax (31 March, 2023: INR 80.50 lakhs ) and PBT by INR 122.38 lakhs (31 March, 2023: INR 123.73 lakhs). An equal change in the opposite direction would have decreased equity by INR 79.62 lakhs after tax (31 March, 2023: INR 80.50 lakhs ) and PBT by INR 122.38 lakhs (31 March, 2023: INR 123.73 lakhs).

For such investments classified at Fair value through profit or loss, the impact of a 2% increase in their fair value at the reporting date on profit or loss would have been an increase of INR 391.78 lakhs after tax (31 March, 2023: INR 90.47 lakhs ) and PBT by INR 602.18 lakhs (31 March, 2023: INR 139.05 lakhs) . An equal change in the opposite direction would have decreased profit or loss by INR 391.78 lakhs after tax (31 March, 2023: INR 90.47 lakhs ) and PBT by INR 602.18 lakhs (31 March, 2023: INR 139.05 lakhs).

44 Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to equity shareholders.

The Company manages its capital structure and makes adjustments to it as and when required. To maintain or adjust the capital structure, the company may pay dividend or repay debts, raise new debt or issue new shares. No major changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2024 and 31 March 2023.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''adjusted equity''. For this purpose, adjusted net debt is defined as total liabilities comprising interest bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity comprises all components of equity

As a part of its capital management policy the Company ensures compliance with all covenants and other capital requirements related to its contractual obligations.

45 Segment reporting A. Basis for segmentation

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company''s other components, and for which discrete financial information is available.

The Company''s board of directors have been identified as the Chief Operating Decision Makers (CODM) since they are responsible for all major decisions in respect of allocation of resources and assessment of the performance on the basis of the internal reports/ information provided by functional heads. The board examines the performance of the Company based on such internal reports which are based on operations in various geographies and accordingly, have identified the following reportable segments:

• India

• Europe, Middle East and Africa (EMEA)

• Asia Pacific and Australia (APAC)

• United States of America (USA)

D. Information about major customers

No customer individually accounted for more than 10% of the revenues in the year ended 31 March 2024 and 31 March 2023.

E. Unallocated assets, liabilities, revenue and expenses

Certain assets, liabilities, revenue and expenses are not specifically allocable to individual segments as the underlying services are used interchangeably. The Company believes that it is not practicable to provide segment disclosures relating to such assets, liabilities, revenue and expenses and accordingly such assets, liabilities, revenue and expenses are separately disclosed as ''unallocated''.

F) In accordance with Ind AS-108 ""Operating Segments"" and based on ""Management Evaluation"", the Company during the year ended 31 March 2023 used to allocate AI platforms cost related to employees of Number Theory Software Private Limited to India Segment, however, keeping in view the changes to the internal reporting, the management has allocated this cost to all the regions considering this to be a common cost.

3. Debt service = Interest payment for lease liabilities principal repayments.

4. Credit sales = Total Revenue opening contract assets - closing contract assets - opening deferred revenue closing deferred revenue.

5. Earnings before interest and taxes = profit before tax finance cost - other income

6. Capital Employed = Average tangible net worth Total debt Deferred tax.

7. Average is calculated on the basis of opening and closing balances.

Schedule III require explanation where the change in the ratio is more than 25% as compared to the preceding year. Since there are only two instances where the change is more than 25% i.e. Debt Service Coverage ratio and Return on Investment, hence explanation is given only for the said ratios.

47 Business Combination

On 18 January 2022, Newgen Software Technologies Limited (NSTL or ''"''the Holding Company””) entered into Share Purchase Agreement (SPA) with existing shareholders of Number Theory Software Private Limited (''"''Number Theory””) to acquire 100% stake. Pursuant to SPA, the Holding Company has made investment of INR 1405.47 Lakhs in Number Theory (which become wholly owned subsidiary of the Holding Company effective from 28 January 2022).

Number Theory Software Private Limited (''Number Theory'') was engaged in providing Artificial Intelligence (''A0 platforms to various enterprises through its enterprise AI platform and data science capabilities.

The goodwill comprises the value of expected synergies arising from the acquisition, customer contracts / relationships,non-compete agreement and Number Theory''s Artificial Intelligence that do not qualify for separate recognition. None of the goodwill recognised is expected to be deductible for income tax purposes.

A Scheme of Amalgamation u/s 230-232 of the Companies Act, 2013 which provides for the merger of Number Theory Software Private Limited (NTSPL), a wholly-owned subsidiary of the Company, was filed with the Delhi Bench of National Company Law Tribunal (NCLT). NCLT through its Order dated 27th September 2023 approved the aforesaid Scheme. Upon the sanction becoming effective from the appointed date i.e. 01.04.2022 as provided under the Scheme, NTSPL stands dissolved without undergoing the process of winding up. The Company has accounted for the merger under the Pooling of Interest method retrospectively as prescribed in the IND AS 103-Business Combination of entities under common control. Previous year numbers have been accordingly restated. There are no material impact on the financial statements of the company for the comparative year.

48 As at 31 March 2024, the Company has gross foreign currency receivables amounting to INR 20,027.40 lakhs (previous year INR 23,999.99 lakhs). Out of these receivables, INR 1,955.12 lakhs (previous year INR 3,363.91 lakhs) is outstanding for more than 9 months. As per FED Master Direction No. 16/2015-16, receipt for export goods should be realized within a period of 9 months from the date of export. The Company must file extension with AD Bank & as per the requirements, in one calendar year, the Company is allowed to seek extension for an amount equivalent to USD one million or 10% of the average export collection of the last 3 years only, whichever is higher and pursuant to the same, the company has applied for an extension of all the foreign currency receivables outstanding for more than 6 months. The management is of the view that the Company will be able to obtain approvals from the authorities for realizing such funds beyond the stipulated timeline without levy of any penalties as it had Bonafide reasons that caused the delays in realization.

49 Other statutory informations

i. The Company do not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

ii The Company do not have any transactions with companies struck off.

iii The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iv The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

v The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

vi The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

vii The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

viii The company has sanctioned working capital amounts from banks on the basis of security of Trade Receivables and Fixed Deposits. The quarterly returns being filed by company with banks are in line with the books of accounts.

ix All title deeds of Immovable Property are held in the name of the Company.

x The Company has not defaulted on any of the loan taken from banks, financial institutions or other lender.

xi The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

xii The Company has complied with the number of layers prescribed under Companies Act, 2013.

50 Pursuant to the Board approval on 27 November 2023 and shareholder''s approval on 2 January 2024, through Postal Ballot, the Company has allotted 7,00,69,401 bonus shares of INR 10/- each (fully paid up) on 13 January 2024 to the eligible members of the Company whose names appear in the Register of Members of the Company /List of Beneficial Owners as on the Record Date i.e., 12 January 2024 in the ratio of 1:1. The said bonus shares shall rank pari passu in all respects with the existing equity shares of the Company, including dividend. As a result of the bonus issue, the paid-up capital of the Company has increased to INR 14,013.88 lakhs from INR 7,006.94 lakhs. Consequent to the above increase in paid-up capital, the earnings per share (Basic and Diluted) have been adjusted for year ended 31 March 2023.

51 On 8th 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.

52 Previous period''s figures have been regrouped/reclassified wherever necessary to correspond with the current period''s classification/disclosure, which are not considered material to these financial statements.


Mar 31, 2023

(i) Securities premium is used to record the premium received on issue of shares. It will be utilised in accordance with the provisions of the Companies Act, 2013.

(ii) Retained earnings represents accumulated balances of profits over the years after appropriations for general reserves and adjustments of dividend.

(iii) Newgen ESOP Trust has been treated as an extension of the Company and accordingly shares held by Newgen ESOP Trust are netted off from the total share capital. Consequently, all the assets, liabilities, income and expenses of the trust are accounted for as assets and liabilities of the Company, except for profit / loss on issue of shares to the employees and dividend received by trust which are directly adjusted in the Newgen ESOP Trust reserve.

(iv) The Company has established various equity-settled share-based payment plans for certain employees of the Company. Refer to note 35 for further details on these plans.

(v) Refer Statement of Changes in Equity for analysis of other comprehensive income, net of tax.

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases was '' 90.20 lakhs for the year ended 31 March 2022 (31 March 2022: '' 448.81 lakhs)

For detail regarding the undiscounted contractual maturities of lease liabilities. (refer note 43(iii))

Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognised as at the end of the reporting period and an explanation as to when the Company expects to recognise these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where:

(i) The performance obligation is part of a contract that has an original expected duration of one year or less.

(ii) The revenue recognised corresponds directly with the value to the customer of the entity''s performance completed to date, typically those contracts where invoicing is on time and material basis.

Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that has not materialised and adjustments for currency.

The aggregate value of performance obligations that are completely or partially unsatisfied as at 31 March 2023, other than those meeting the exclusion criteria mentioned above is '' Nil (31 March 2022 '' Nil).

(i) Defined contribution plans:

The Company makes contributions, determined as a specified percentage of the employee salaries in respect of qualifying employees towards provident fund, which is a defined contribution plan. The amount recognised as an expense towards contribution to provident fund for the year aggregated to '' 1,327.25 lakhs (31 March 2022: '' 1,104.02 lakhs). The amount recognised as an expense towards employee state insurance aggregated to '' 0.09 lakhs (31 March 2022: '' 0.29 lakhs).

(iii) Defined Benefit Plan:

Gratuity scheme - This is an unfunded defined benefit plan and it entitles an employee, who has rendered atleast 5 years of continuous service, to receive one-half month''s salary for each year of completed service at the time of retirement/exit.

i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.

Gratuity payable to employee in case (i) and (ii), as mentioned above, is computed as per the Payment of Gratuity Act, 1972 except the Company does not have any limit on gratuity amount.”

Attrition rate (0.50% movement)

Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being a lump sum benefit on retirement.

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in the Company''s financial statements as at balance sheet date:

34 Earnings per share (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

35 Share-based payment arrangements:

A. Description of share-based payment arrangements

i. Share option programmes (equity-settled)

The Company established Newgen Employees Stock Option Scheme 2014 (Newgen ESOP 2014) in the year 2014-15, administered through a new Trust ''Newgen ESOP Trust''. The maximum numbers of shares to be issued under this Scheme shall be limited to 3,783,800 equity shares of the Company. Pursuant to the scheme, during the year 2014-15, the Company has granted 3,653,525 options at an exercise price of '' 63 per option, to the employees of the Company. Further, during the year 2017-18 grant of options 353,000, 130,000, and 79,250 through grant II, III and IV on 1 Jul 2017, 1 Sep 2017 and 1 Oct 2017 respectively under the same scheme and with same vesting conditions was made. During the year 2020-21, the Company has granted 2,33,000 options through grant V under Newgen ESOP 2014 on 25 March 2021. During the year 2022-23, the Company has granted 20,000 options through grant VI under Newgen ESOP 2014 on 17 January 2023 Under the terms of the plans, these options are vested on a graded vesting basis over a maximum period of four years from the date of grant and are to be exercised either in part(s) or full, within a maximum period of five years from the date of last vesting.

During the year 2020-21, the Company has established Newgen Software Technologies Restricted Stock Units Scheme - 2021 (Newgen RSU - 2021), administered through a new trust "Newgen RSU Trust” The maximum numbers of shares to be issued under this Scheme shall be limited to 14,00,000 equity shares of the Company. During the year 2021-22, the Company has granted 12,11,500 and 1,73,500 options through grant I and II respectively under this scheme at an exercise price of '' 10 per option, to the employees of the Company. During the year 2022-23, the Company has granted 35,000 options through grant III under this scheme at an exercise price of '' 10 per option, to the employees of the CompanyUnder the terms of the scheme, these options are vested on a graded vesting basis over a maximum period of five years from the date of grant and are to be exercised either in part(s) or full, within a maximum period of five years from the date of last vesting.

During the year 2022-23, the Company has established Newgen Employee Stock Option Scheme - 2022 (Newgen ESOP - 2022), administered through a new trust "Newgen ESOP Trust” The maximum numbers of shares to be issued under this Scheme shall be limited to 14,00,000 equity shares of the Company. During the year 2022-23, the Company has granted 9,41,800 options through grant I under this scheme at an

exercise price of '' 364.20 per option, to the employees of the Company. Under the terms of the scheme, these options are vested on a graded vesting basis over a maximum period of four years from the date of grant and are to be exercised either in part(s) or full, within a maximum period of five years from the date of vesting.

Newgen ESOP trust has been treated as an extension of the Company and accordingly shares held by Newgen ESOP Trust are netted off from the total share capital. Consequently, all the assets, liabilities, income and expenses of the trust are accounted for as assets and liabilities of the Company, except for profit / loss on issue of shares to the employees and dividend received by trust which are directly adjusted in the Newgen ESOP Trust reserve.

D. Expense recognised in Statement of Profit and Loss

For details on the employee benefits expense, refer note 29

36 Contingent liabilities and commitments (to the extent not provided for)

The Company is committed to operationally, technically and financially support the operations of its certain subsidiary companies.

37 Details of dues to Micro, Small and Medium Enterprises as defined under the MSMED Act, 2006

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum.

40 The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income-tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company has got the updated documentation for the international transactions entered into with the associated enterprises during the financial year. The management is of the opinion that its international transactions are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

The fair value of trade receivables, cash and cash equivalents, bank balances other than cash and cash equivalents loans, other current financial assets, current borrowings, trade payables and other current financial liabilities approximate their carrying amounts, due to their short-term nature. Fair value of bank deposits included in noncurrent other financial assets are equivalent to their carrying amount, as the interest rate on them is equivalent to market rate.

B. Measurement of fair values

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable inputs

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

C. Financial risk management

The Company''s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk.

i. Risk management framework

The Company''s board of directors has framed a Risk Management Policy and plan for enabling the Company to identify elements of risk as contemplated by the provisions of the Section 134 of the Companies Act 2013. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company''s audit committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises partially from the Company''s receivables from customers, loans and investment in debt securities. The carrying amount of financial assets represent the maximum credit risk exposure. The Company has credit policies in place and the exposures to these credit risks are monitored on an ongoing basis.

To cater to the credit risk for investments in mutual funds and bonds, only high rated mutual funds/bonds are accepted.

The Company has given security deposits to vendors for rental deposits for office properties, securing services from them, government departments. The Company does not expect any default from these parties and accordingly the risk of default is negligible or nil.

Trade receivables and unbilled revenues are typically unsecured and derived from revenue earned from customers primarily located in India, USA, EMEA and APAC.

Credit risk has always been managed by the Company through credit approval, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit term in normal course of business. Credit limits are established for each customers and received quarterly. Any sales/services exceeding these limits require approval from the risk management committee.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, industry and existence of previous financial difficulties, if any.

Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables. An impairment analysis is performed at each reporting date.

Debt securities

The Company limits its exposure to credit risk by investing only in liquid debt securities and only with counterparties that have a credit rating AA to AAA from renowned rating agencies.

The Company monitors changes in credit risk by tracking published external credit ratings. For its investment in bonds, Company also reviews changes in government bond yields together with available press and regulatory information about issuers

Basis experienced credit judgement, no risk of loss is indicative on Company''s investment in mutual funds and government bonds.

Cash and cash equivalents and bank balances other than cash and cash equivalents

The Company held cash and cash equivalents of '' 4,626.36 lakhs at 31 March 2023 (31 March 2022: '' 5,379.36 lakhs) and bank balances other than cash and cash equivalents of '' 9,729.32 lakhs as at 31 March 2023 (31 March 2022: '' 17,236.15 lakhs). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- to AAA, based on renowned rating agencies.

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the company''s reputation.

The Company''s primary sources of liquidity include cash and bank balances, deposits, undrawn borrowings and cash flow from operating activities. As at 31 March 2023, the Company had a working capital of '' 49,771.09 lakhs (31 March 2022: '' 45,619.05 lakhs) including cash and cash equivalent of '' 4,626.36 lakhs (31 March 2022: '' 5,379.36 lakhs), bank balances other than cash and cash equivalents of '' 9,729.32 lakhs (31 March 2022: 17,236.15 lakhs) and current investments of '' 13,138.80 lakhs (31 March 2022: '' 9,237.76 lakhs).

Consequently, the Company believes its revenue, along with proceeds from financing activities will continue to provide the necessary funds to cover its short term liquidity needs. In addition, the Company projects cash flows and considering the level of liquid assets necessary to meet liquidity requirement.

Financial instruments - Fair values and risk management

iv. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of our investments. Thus, our exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

v. Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency risk on account of its borrowings, receivables and other payables in foreign currency. The functional currency of the Company is Indian Rupee. The Management endeavours to minimize economic and transactional exposures arising from currency movements against the US Dollar, Euro, Great Britain Pound, Canadian dolar, United Arab Emirates Dhiram, Saudi Riyal, Singapore dollar, Australian dollar and Malaysian Ringgit making all the US dollar payments through EEFC account for avoiding exchange risk. The Company manages the risk by netting off naturally-occurring opposite exposures wherever possible, and then dealing with any material residual foreign currency exchange risks if any.

The Company has entered into foreign exchange forward contracts to mitigate the risks involved in foreign exchange transactions and has booked 12 forward contracts for USD 2.5 million per month during the period from April 2022 to March 2023. The hedging loss of '' 1,089.05 lakhs is on account of mark to market loss (realised loss is 689.83 lakhs, unrealised loss is 187.49 lakhs and loss of 211.73 lakhs on account of reversal of last year mark to market gain) on foreign exchange forward contracts which do not qualify for hedge accounting as per Ind As-109, have been recognized in the profit and loss account in the financial statement for the year ended 31 March 2023.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against US Dollar, Euro, Great Britain Pound, Canadian dolar, United Arab Emirates Dhiram, Saudi Riyal, Singapore Dollar, Australian Dollor and Malaysian Ringgit at reporting date would have affected the measurement of financial instruments denominated in foreign currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

II. Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

a) Exposure to interest rate risk

The Company is exposed to both fair value interest rate risk as well as cash flow interest rate risk arising both on short-term and long-term floating rate instruments.

b) Sensitivity analysis

Fair value sensitivity analysis for fixed-rate instruments

The Company accounts for investments in government and other bonds as fair value through other comprehensive income. Therefore, a change in interest rate at the reporting date would have impact on equity.

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity by '' 40.25 lakhs after tax (31 March 2022: '' 42.04 lakhs).

Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

There is no variable rate linked instrument and therefore, there is no cash flow sensitivity.

Market price risk

a) Exposure

The Company''s exposure to mutual funds and bonds price risk arises from investments held by the Company and classified in the balance sheet as fair value through profit and loss and at fair value through other comprehensive income respectively.

To manage its price risk arising from investments, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

b) Sensitivity analysis

Company is having investment in mutual funds, government bonds, other bonds and investment in subsidiaries.

For such investments classified at Fair value through other comprehensive income, a 2% increase in their fair value at the reporting date would have increased equity by '' 80.50 lakhs after tax (31 March, 2022''84.08 lakhs). An equal change in the opposite direction would have decreased equity by '' 80.50 lakhs after tax (31 March, 2022: '' 84.08 lakhs)

For such investments classified at Fair value through profit or loss, the impact of a 2% increase in their fair value at the reporting date on profit or loss would have been an increase of '' 90.47 lakhs after tax (31 March, 2022: '' 36.01 lakhs). An equal change in the opposite direction would have decreased profit or loss by '' 90.47 lakhs after tax (31 March, 2022: '' 36.01 lakhs)

44 Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to equity shareholders.

The Company manages its capital structure and makes adjustments to it as and when required. To maintain or adjust the capital structure, the company may pay dividend or repay debts, raise new debt or issue new shares. No major changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2023 and 31 March 2022.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''adjusted equity''. For this purpose, adjusted net debt is defined as total liabilities comprising interest bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity comprises all components of equity

45 Segment reporting A. Basis for segmentation

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company''s other components, and for which discrete financial information is available.

The Company''s board of directors have been identified as the Chief Operating Decision Makers (CODM) since they are responsible for all major decisions in respect of allocation of resources and assessment of the performance on the basis of the internal reports/ information provided by functional heads. The board examines the performance of the Company based on such internal reports which are based on operations in various geographies and accordingly, have identified the following reportable segments:

D. Information about major customers

No customer individually accounted for more than 10% of the revenues in the year ended 31 March 2023 and 31 March 2022.

E. Unallocated assets, liabilities, revenue and expenses

Certain assets, liabilities, revenue and expenses are not specifically allocable to individual segments as the underlying services are used interchangeably. The Company believes that it is not practicable to provide segment disclosures relating to such assets, liabilities, revenue and expenses and accordingly such assets, liabilities, revenue and expenses are separately disclosed as ''unallocated''.

F. The Company, during the year ended 31 March 2022, changed the segment classification for one geography which was earlier reported as part of Australia segment, has been reclassed in APAC segment. Impact of this change is immaterial for operating results of both the segments.

5. Earnings before interest and taxes = profit before tax finance cost - other income

6. Capital Employed = Average tangible net worth Total debt Deferred tax.

7. Average is calculated on the basis of opening and closing balances.

Schedule III require explanation where the change in the ratio is more than 25% as compared to the preceding year. Since there are only two instances where the change is more than 25% i.e. Debt Equity ratio and Debt Service Coverage ratio, hence explanation is given only for the said ratios.

47 As at 31 March 2023, the Company has gross foreign currency receivables amounting to '' 23,999.99 lakhs (previous year '' 14,532.92 lakhs). Out of these receivables, '' 3,363.91 lakhs (previous year '' 2,036.07 lakhs) is outstanding for more than 9 months. As per circular RBI/2019-20/206 A. P. (DIR series) circular no. 27, receipt for export goods should be realized within a period of 9 months from the date of export. The Company must file extension with AD Bank & as per the requirements of circular no. RBI/2015-16/395 A. P. (DIR series) Circular no. 68 dated May12, 2016, in one calendar year, the Company is allowed to seek extension for an amount equivalent to 10% of the average export collection of the last 3 years only and pursuant to the same, the company has applied for an extension of all the foreign currency receivables outstanding for more than 9 months. The management is of the view that the Company will be able to obtain approvals from the authorities for realizing such funds beyond the stipulated timeline without levy of any penalties as it had Bonafide reasons that caused the delays in realization.

48 Other statutory informations

i. The Company do not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

ii The Company do not have any transactions with companies struck off.

iii The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iv The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

v The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

vi The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

vii The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

viii The company has sanctioned working capital amounts from banks on the basis of security of Trade Receivables and Fixed Deposits. The quarterly returns being filed by company with banks are in line with the books of accounts

ix All title deeds of Immovable Property are held in the name of the Company.

x The Company has not defaulted on any of the loan taken from banks, financial institutions or other lender.

49 Previous period''s figures have been regrouped/reclassified wherever necessary to correspond with the current period''s classification/disclosure.


Mar 31, 2022

Increase in investment represents investment in Number Theory Software Private Limited (Newly acquired company) and deemed investment on account of share based payment awards granted to the employees of subsidiaries of the Company.

Company entered into Share Purchase Agreement (SPA) with shareholders of Number Theory Software Private Limited (NTSPL) in January 2022 to acquire 100% stake. Pursuant to SPA, the Company made an investment of INR.1,405.47 lakhs of which INR 703.72 lakhs were paid on the acquisition completion date i.e. 28 January, 2022 and the remaining will be paid over next three years equally. Consequent to the acquisition, a Scheme of Amalgamation u/s 230-232 of

the Companies Act, 2013 which provides for merger of Number Theory Software Private Limited (NTSPL) with Newgen Software Technologies Limited (NSTL) (“Scheme”), has been approved by the respective Board of Directors of companies at their meeting held on 3 May 2022, subject to requisite approval(s). The application will be filed under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with NCLT for their approval. As the approval is yet to be filed, therefore pending sanctions, impact of the Scheme has not been considered in standalone financials of NSTL for FY 2021-22.

Terms/rights attached to equity shares

In case of equity shares, each equity shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting, except in case of interim dividend, if any. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their respective shareholding.

17 C. Shares reserved for issue under Employee stock option plan and RSU Scheme

Terms attached to stock options granted to employees are described in note 35 regarding share based payments.

17 D. Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date.

(i) Equity shares have been issued under Employee stock options plans to trust for which only exercise price

has been received in cash.

(i) Securities premium is used to record the premium received on issue of shares. It will be utilised in accordance with the provisions of the Companies Act, 2013.

(ii) Retained earnings represents accumulated balances of profits over the years after appropriations for general reserves and adjustments of dividend.

(iii) Newgen ESOP Trust has been treated as an extension of the Company and accordingly shares held by Newgen ESOP Trust are netted off from the total share capital. Consequently, all the assets, liabilities, income and expenses of the trust are accounted for as assets and liabilities of the Company, except for profit / loss on issue of shares to the employees and dividend received by trust which are directly adjusted in the Newgen ESOP Trust reserve.

(iv) The Company has established various equity-settled share-based payment plans for certain employees of the Company. Refer to note 35 for further details on these plans.

(v) Refer Statement of Changes in Equity for analysis of other comprehensive income, net of tax.

Performance obligations and remaining performance obligations

“The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognised as at the end of the reporting period and an explanation as to when the Company expects to recognise these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where :

(i) The performance obligation is part of a contract that has an original expected duration of one year or less.

(ii) The revenue recognised corresponds directly with the value to the customer of the entity''s performance completed to date, typically those contracts where invoicing is on time and material basis.

Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that has not materialised and adjustments for currency.

The aggregate value of performance obligations that are completely or partially unsatisfied as at 31 March 2022, other than those meeting the exclusion criteria mentioned above is INR Nil (31 March 2021 INR Nil).

(i) Defined contribution plans:

The Company makes contributions, determined as a specified percentage of the employee salaries in respect of qualifying employees towards provident fund, which is a defined contribution plan. The amount recognised as an expense towards contribution to provident fund for the year aggregated to INR 1,104.02 lakhs (31 March 2021: INR 995.96 lakhs). The amount recognised as an expense towards employee state insurance aggregated to INR 0.29 lakhs (31 March 2021: INR 0.88 lakhs).

(iii) Defined Benefit Plan:

Gratuity scheme - This is an unfunded defined benefit plan and it entitles an employee, who has rendered atleast 5 years of continuous service, to receive one-half month''s salary for each year of completed service at the time of retirement/exit.

i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.

Gratuity payable to employee in case (i) and (ii), as mentioned above, is computed as per the Payment of Gratuity Act, 1972 except the Company does not have any limit on gratuity amount.

Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated.

Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being a lump sum benefit on retirement.

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in the Company''s financial statements as at balance sheet date:

34. Earnings per share (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

35. Share-based payment arrangements:

A. Description of share-based payment arrangements

i. Share option programmes (equity-settled)

The Company established Newgen Employees Stock Option Scheme 2014 (Newgen ESOP 2014) in the year 201415, administered through a new Trust ‘Newgen ESOP Trust''. The maximum numbers of shares to be issued under this Scheme shall be limited to 3,783,800 equity shares of the Company. Pursuant to the scheme, during the year 2014-15, the Company has granted 3,653,525 options at an exercise price of INR 63 per option, to the employees of the Company. Further,during the year 2017-18 grant of options 353,000, 130,000, and 79,250 through grant II, III and IV on1 Jul 2017, 1 Sep 2017 and 1 Oct 2017 respectively under the same scheme and with same vesting conditions was made. During the year 2020-21, the Company has granted 2,33,000 options under Newgen ESOP 2014 on 25 March 2021.Under the terms of the plans, these options are vested on a graded vesting basis over a maximum period of four years from the date of grant and are to be exercised either in part(s) or full, within a maximum period of five from the date of last vesting.

During the year 2020-21, the Company has established Newgen Software Technologies Restricted Stock Units Scheme - 2021 (Newgen RSU - 2021), administered through a new trust “Newgen RSU Trust” The maximum numbers of shares to be issued under this Scheme shall be limited to 14,00,000 equity shares of the Company During the year 2021-22, the Company has granted 12,11,500 and 1,73,500 options through grant I and II respectively under this scheme at an exercise price of INR 10 per option, to the employees of the Company. Under the terms of the scheme, these options are vested on a graded vesting basis over a maximum period of five years from the date of grant and are to be exercised either in part(s) or full, within a maximum period of five from the date of last vesting.

Newgen ESOP trust has been treated as an extension of the Company and accordingly shares held by Newgen ESOP Trust are netted off from the total share capital. Consequently, all the assets, liabilities, income and expenses of the trust are accounted for as assets and liabilities of the Company, except for profit / loss on issue of shares to the employees and dividend received by trust which are directly adjusted in the Newgen ESOP Trust reserve.

36. Contingent liabilities and commitments (to the extent not provided for)

The Company is committed to operationally, technically and financially support the operations of its certain subsidiary companies.

37. Details of dues to Micro, Small and Medium Enterprises as defined under the MSMED Act, 2006

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum.

40. The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income-tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company has got the updated documentation for the international transactions entered into with the associated enterprises during the financial year. The management is of the opinion that its international transactions are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

The principal place of business of all the entities listed above is the same as the respective country of incorporation. The company acquired control of Number Theory Software Private Limited during the year on 28 January 2022.

B. Transactions with Key Management Personnel

A number of key management personnel, or their related parties hold positions in other entities that result in them having control or significant influence over those entities.

Compensation of the Company''s key managerial personnel includes salaries, non-cash benefits and contributions to post - employment defined benefit plan (see note 29)

Executive officers also participate in the Company''s share option plan as per the conditions laid down in that scheme (see note 29 and note 35).

The fair value of trade receivables, cash and cash equivalents, other bank balances, loans, other current financial assets, current borrowings, trade payables and other current financial liabilities approximate their carrying amounts, due to their short-term nature. Fair value of bank deposits included in non-current other financial assets are equivalent to their carrying amount, as the interest rate on them is equivalent to market rate.

B. Measurement of fair values

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable inputs

C. Financial risk management

The Company''s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk.

i. Risk management framework

The Company''s board of directors has framed a Risk Management Policy and plan for enabling the Company to identify elements of risk as contemplated by the provisions of the Section 134 of the Companies Act 2013. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company''s audit committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises partially from the Company''s receivables from customers, loans and investment in debt securities. The carrying amount of financial assets represent the maximum credit risk exposure. The Company has credit policies in place and the exposures to these credit risks are monitored on an ongoing basis.

To cater to the credit risk for investments in mutual funds and bonds, only high rated mutual funds/bonds are accepted.

The Company has given security deposits to vendors for rental deposits for office properties, securing services from them, government departments. The Company does not expect any default from these parties and accordingly the risk of default is negligible or nil.

Trade receivables and unbilled revenues are typically unsecured and derived from revenue earned from customers primarily located in India, USA, EMEA and APAC.

Credit risk has always been managed by the Company through credit approval, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit term in normal course of business. Credit limits are established for each customers and received quarterly. Any sales/services exceeding these limits require approval from the risk management committee.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, industry and existence of previous financial difficulties, if any.

Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables. An impairment analysis is performed at each reporting date.

The impairment provisions for financial assets disclosed above are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

Debt securities

The Company limits its exposure to credit risk by investing only in liquid debt securities and only with counterparties that have a credit rating AA to AAA from renowned rating agencies.

The Company monitors changes in credit risk by tracking published external credit ratings. For its investment in bonds, Company also reviews changes in government bond yields together with available press and regulatory information about issuers

Basis experienced credit judgement, no risk of loss is indicative on Company''s investment in mutual funds and government bonds.

Cash and cash equivalents and other bank balances

The Company held cash and cash equivalents of INR 5,379.36 lakhs at 31 March 2022 (31 March 2021: INR 2,869.71 lakhs) and other bank balances of INR 17,236.15 lakhs as at 31 March 2022 (31 March 2021: INR 17,003.77 lakhs). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- to AAA, based on renowned rating agencies.

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the company''s reputation.

The Company''s primary sources of liquidity include cash and bank balances, deposits, undrawn borrowings and cash flow from operating activities. As at 31 March 2022, the Company had a working capital of INR 45,619.08 lakhs (31 March 2021: INR 39,408.60 lakhs) including cash and cash equivalent of INR 5,379.36 lakhs (31 March 2021: INR 2,869.61 lakhs), other bankbalances ofINR 17,236.15 lakhs (31 March 2021: 17,003.77 lakhs) and current investments of INR 9,237.76 lakhs (31 March 2021: INR 8,317.46 lakhs).

Consequently, the Company believes its revenue, along with proceeds from financing activities will continue to provide the necessary funds to cover its short term liquidity needs. In addition, the Company projects cash flows and considering the level of liquid assets necessary to meet liquidity requirement.

Interest payment on variable interest rate loan in the table above reflect market forward interest rates at the reporting dates and these amount may change as market interest changes.

iv. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of our investments. Thus, our exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

I. Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency risk on account of its borrowings, receivables and other payables in foreign currency. The functional currency of the Company is Indian Rupee.

The Management endeavours to minimize economic and transactional exposures arising from currency movements against the US Dollar, Euro, Great Britain Pound, Canadian dollar, United Arab Emirates Dhiram, Saudi Riyal, Singapore dollar, Australian dollar and Malaysian Ringgit making all the US dollar payments through EEFC account for avoiding exchange risk. The Company manages the risk by netting off naturally-occurring opposite exposures wherever possible, and then dealing with any material residual foreign currency exchange risks if any.

The Company has entered into foreign exchange forward contracts to mitigate the risks involved in foreign exchange transactions and has booked 23 forward contracts for USD 2.5 million per month during the period from April 2021 to March 2022. The hedging gain of INR 638.95 lakhs is on account of mark to market gain (realised gain is 427.23 lakhs and unrealised gain is 211.72 lakhs) on foreign exchange forward contracts which do not qualify for hedge accounting as per Ind As-109, have been recognized in the profit and loss account in the financial statement for the period ended 31 March 2022.

II. Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

a) Exposure to interest rate risk

The Company is exposed to both fair value interest rate risk as well as cash flow interest rate risk arising both on short-term and long-term floating rate instruments.

b) Sensitivity analysis

Fair value sensitivity analysis for fixed-rate instruments

The Company accounts for investments in government and other bonds as fair value through other comprehensive income. Therefore, a change in interest rate at the reporting date would have impact on equity.

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity by INR 42.04 lakhs after tax (31 March 2021: INR 23.15 lakhs).

Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

There is no variable rate linked instrument and therefore, there is no cash flow sensitivity.

Market price risk

a) Exposure

The Company''s exposure to mutual funds and bonds price risk arises from investments held by the Company and classified in the balance sheet as fair value through profit and loss and at fair value through other comprehensive income respectively.

To manage its price risk arising from investments, the Company diversifies its portfolio. Diversification of the portfolio is done in Accordance with the limits set by the Company.

b) Sensitivity analysis

Company is having investment in mutual funds, government bonds, other bonds and investment in subsidiaries. For such investments classified at Fair value through other comprehensive income, a 2% increase in their fair value at the reporting date would have increased equity by INR 84.08 lakhs after tax (31 March, 2021: INR 46.30 lakhs). An equal change in the opposite direction would have decreased equity by INR 84.08 lakhs after tax (31 March, 2021: INR 46.30 lakhs)

For such investments classified at Fair value through profit or loss, the impact of a 2% increase in their fair value at the reporting date on profit or loss would have been an increase of INR 36.01 lakhs after tax (31 March, 2021: INR 61.82 lakhs). An equal change in the opposite direction would have decreased profit or loss by INR 36.01 lakhs after tax (31 March, 2021: INR 61.82 lakhs)

44. Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to equity shareholders.

The Company manages its capital structure and makes adjustments to it as and when required. To maintain or adjust the capital structure, the company may pay dividend or repay debts, raise new debt or issue new shares. No major changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2022 and 31 March 2021.

The Company monitors capital using a ratio of ‘adjusted net debt'' to ‘adjusted equity''. For this purpose, adjusted net debt is defined as total liabilities comprising interest bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity comprises all components of equity

45. Segment reporting A. Basis for segmentation

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company''s other components, and for which discrete financial information is available.

The Company''s board of directors have been identified as the Chief Operating Decision Makers (CODM) since they are responsible for all major decisions in respect of allocation of resources and assessment of the performance on the basis of the internal reports/ information provided by functional heads. The board examines the performance of the Company based on such internal reports which are based on operations in various geographies and accordingly, have identified the following reportable segments:

D. Information about major customers

No customer individually accounted for more than 10% of the revenues in the year ended 31 March 2022 and 31 March 2021.

E. Unallocated assets, liabilities, revenue and expenses

Certain assets, liabilities, revenue and expenses are not specifically allocable to individual segments as the underlying services are used interchangeably. The Company believes that it is not practicable to provide segment disclosures relating to such assets, liabilities, revenue and expenses and accordingly such assets, liabilities, revenue and expenses are separately disclosed as ‘unallocated''.

F. The Company, during the year ended 31 March 2022, changed the segment classification for one geography which was earlier reported as part of Australia segment, has been reclassed in APAC segment. Impact of this change is immaterial for operating results of both the segments. Prior period figures have also been restated to conform the current period composition of the operating segments.

Notes:

1. Total debts consists of borrowings and lease liabilities.

2. Earning available for debt services=profit for the year depreciation, amortization and impairment finance cost provision for doubtful debts share based payment to employees non cash charges.

3. Debt service = Interest payment for lease liabilities principal repayments.

4. Credit sales = Total Revenue opening unbilled revenue - closing unbilled revenue - opening deferred revenue closing deferred revenue.

5. Earnings before interest and taxes = profit before tax finance cost - other income

6. Capital Employed = Average tangible net worth Total debt Deferred tax.

7. Average is calculated on the basis of opening and closing balances.

Schedule III require explanation where the change in the ratio is more than 25% as compared to the preceding year. Since there are only three instances where the change is more than 25% i.e. Debt Service Coverage ratio , Trade receivable turnover ratio and Return on Investment, hence explanation is given only for the said ratios.

47. As at 31 March 2022, the Company has gross foreign currency receivables amounting to INR 14,532.92 lakhs (previous year INR 12,651.72 lakhs). Out of these receivables, INR 2036.07 lakhs (previous year INR 492.42 lakhs) is outstanding for more than 9 months. As per circular RBI/2019-20/206 A. P. (DIR series) circular no. 27, receipt for export goods should be realized within a period of 9 months from the date of export. The Company must file extension with AD Bank & as per the requirements of circular no. RBI/2015-16/395 A. P. (DIR series) Circular no. 68 dated May12, 2016, in one calendar year, the Company is allowed to seek extension for an amount equivalent to 10% of the average export collection of the last 3 years only and pursuant to the same, the company has applied for an extension of all the foreign currency receivables outstanding for more than 9 months. The management is of the view that the Company will be able to obtain approvals from the authorities for realizing such funds beyond the stipulated timeline without levy of any penalties as it had bonafide reasons that caused the delays in realization.

48. Other statutory informations

i. The Company do not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

ii The Company do not have any transactions with companies struck off.

iii The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iv The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

v The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

vi The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

vii The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

viii The company has sanctioned working capital amounts from banks on the basis of security of Trade Receivables and Fixed Deposits. The quarterly returns being filed by company with banks are in line with the books of accounts.

49. Previous period''s figures have been regrouped/reclassified wherever necessary to correspond with the current period''s classification/disclosure.


Mar 31, 2018

1. Share-based payment arrangements:

A. Description of share-based payment arrangements

i. Share option programmes (equity-settled)

The Company had established Employees Stock Option Plan-1999 (ESOP 1999) and Employees Stock Option Plan-2000 (ESOP 2000) in the year 1999-00 and 2000-01 respectively, administered through ‘Newgen Employees Trust'' (ESOP Trust) set-up for this purpose, for a total grant of 293,160 and 600,000 options respectively, at an Exercise Price of INR80 and INR 40 per option respectively, to the employees of the Company. Under the terms of the original plans, these options are vested on a graded vesting basis over a maximum period of Four (4) years from the date of grant and are to be exercised either in part(s) or full, within a maximum period of five and four years respectively from the date of last vesting. During the year ended 31 March 2000, 586,320 equity shares were issued to ESOP Trust as bonus shares in the ratio of 1:2. Further, 4,093,350 equity shares were also issued to ESOP Trust as bonus shares in the ratio of 1:5 during the year ended 31 March 2015.

The Board of Directors of the Company time to time extended the maximum exercise period for ESOP 1999 and ESOP 2000. During the year 2014-15, the Board of Directors of the Company in their meeting dated 24 December 2014 extended the maximum exercise period for ESOP 1999 and ESOP 2000 to five years and four year respectively from the last vesting date or 31 December 2018, whichever is later.

The Company established Newgen Employees Stock Option Scheme 2014 (Newgen ESOP 2014) in the year 2014-15, administered through a new Trust ‘Newgen ESOP Trust''. The maximum numbers of grants under this Scheme shall be limited to 3,783,800 option with underlying equity shares of the Company. Pursuant to the scheme, during the year 2014-15, the Company has granted 3,653,525 options at an exercise price of INR 63 per option, to the employees of the Company. Under the terms of the plans, these options are vested on a graded vesting basis over a maximum period of four years from the date of grant and are to be exercised either in part(s) or full, within a maximum period of five from the date of last vesting. Further, during the year 2017-18 grant of options 353,000, 130,000, and 79,250 through grant II, III and IV on 1 Jul 2017, 1 Sep 2017 and 1 Oct 2017 respectively under the same scheme and with same vesting conditions was made.

The ESOP trust has been treated as an extension of the Company and accordingly shares held by ESOP Trust are netted off from the total share capital. Consequently, all the assets, liabilities, income and expenses of the trust are accounted for as assets and liabilities of the Company, except for profit / loss on issue of shares to the employees and dividend received by trust which are directly adjusted in the Newgen ESOP Trust reserve.

B. Measurement of fair values

i. Equity-settled share-based payment arrangements

The fair value of the employee share options has been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.

The requirement that the employee has to remain in service in order to purchase shares under the share purchase plan has been incorporated into the fair value at grant date by applying a discount to the valuation obtained.

1. For other commitments - Non-cancellable operating, and finance leases, refer Note 35 and 18 respectively

2. The Company is committed to operationally, technically and financially support the operations of its certain subsidiary companies.

2 Details of dues to Micro, Small and Medium Enterprises as defined under the MSMED Act, 2006

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as on 28 February 2018 and 31 March 2017 has been made in the financial statements based on information received and available with the Company. Based on the information currently available with the Company, there are no dues payable to Micro and Small Suppliers as defined in the Micro, Small and Medium Enterprises Development Act, 2006.

3 After the reporting date the following dividend were proposed by the Board of Directors, subject to the approval of shareholders at Annual General Meeting; Accordingly, the dividends have not been recognised as liabilities. Dividends would attract corporate dividend tax when declared.

4 Utilization of CSR expenses

As per Section 135 of the Companies Act 2013, the following is the detail of corporate social responsibility expenses incurred by the Company: Gross amount to be spent by the Company during the year ended 31 March 2018 is INR 106.13 lakhs (previous year INR. 97.05 lakhs). Amount spent during the year ended 31 March 2018:

The areas for CSR activities are promoting education, health care, sanitation, digital literacy and livelihood enhancement and participation on SOS Children''s Village Projects in Faridabad. The funds were primarily utilized through the year on the following activities which are specified in Schedule VII of the Companies Act, 2013.

5 The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income-tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company has got the updated documentation for the international transactions entered into with the associated enterprises during the financial year. Accordingly, the management believes that there has been no change in the nature of its international transactions with the associated enterprises during the year ended 31 March 2018 and 31 March 2017. Further, the management is of the opinion that its international transactions are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

6 During the year ended 31 March 2018, the Company completed the initial public offer (IPO), pursuant to which 17,331,483 equity shares of INR 10 each were allotted/allocated, at an issue price of INR 245 each, consisting of fresh issue of 3,877,551 equity shares and an offer for sale of 13,453,932 equity shares by selling shareholders. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) via ID NEWGEN and BSE Limited (BSE) via ID 540900 on 29 January 2018.

7 Expenses incurred by the Company aggregating to INR 2,627.44 Lakhs in connection with the IPO have been partly adjusted towards the securities premium account and partly recovered from the selling shareholders. The IPO expenses amounting to INR 1,646.71 (excluding certain expenses which are directly attributable to the Company such as legal counsel cost, auditor fee, listing fee, advertisement & marketing expenses and depository fees amounting to INR 980.73 Lakhs), have been allocated between the Company and each of the selling shareholders in proportion to the equity shares allotted to the public as fresh issue by the Company and under offer for sale by the existing shareholders and the total amount charged in securities premium is INR 1,349.15 Lakhs.

8 During the year ended 31 March 2018, the Company has completed the Initial Public offer, pursuant to which 17,331,483 equity shares having a face value of Rs. 10 each were allotted/allocated, at an issue price of Rs. 245 per equity share, consisting of fresh issue of 3,877,551 equity shares and an offer for sale of 13,453,932 equity shares by selling shareholders. The gross proceeds of fresh issue of equity shares from IPO amounts to Rs. 9,500.00 lakhs. The Company''s share of fresh issue related expenses is Rs 1,349.15 lakhs, which has been adjusted against Securities Premium. As at 31 March 2018, the proceeds are unutilised and have been temporarily invested/ deposited in cash and cash equivalents including fixed deposits and bank account (Refer note 13).

The principal place of business of all the entities listed above is the same as the respective country of incorporation.

B. Transactions with Key Management Personnel

A number of key management personnel, or their related parties hold positions in other entities that result in them having control or significant influence over those entities.

Compensation of the Company''s key managerial personnel includes salaries, non-cash benefits and contributions to post - employment defined benefit plan(see note 28)

Executive officers also participate in the Company''s share option plan as per the conditions laid down in that scheme (see note 28 and note 34).

List of key management personnel and their relatives

Diwakar Nigam - Managing Director T.S. Varadarajan - Whole Time Director Priyadarshini Nigam - Whole Time Director Arun Kumar Gupta - Chief Financial Officer

Virender Jeet - Senior Vice President (Sales and Marketing/Product)

Surender Jeet Raj - Senior Vice President (HR/Operations)

Tarun Nandwani - Vice President (Customer Relations/Delivery)

Usha Varadarajan - Relative of Whole Time Director - T.S. Varadarajan Shubhi Nigam - Relative of Managing Director

C. Related party transactions other than those with key management personnel

The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the yearend are unsecured and settlement occurs in cash. For the year ended 31 March 2018 and 31 March 2017, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken at each reporting period.

C. Financial risk management

The Company''s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk.

i. Risk management framework

The Company''s board of directors has framed a Risk Management Policy and plan for enabling the company to identify elements of risk as contemplated by the provisions of the Section 134 of the Companies Act 2013. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and ''procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company''s audit committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises partially from the Company''s receivables from customers, loans and investment in debt securities. The carrying amount of financial assets represent the maximum credit risk exposure. The Company has credit policies in place and the exposures to these credit risks are monitored on an ongoing basis. The carrying amount of financial assets represent the maximum credit risk exposure. The maximum exposure to credit risk at the reporting was:

To cater to the credit risk for investments mutual funds and bonds, only high rated mutual funds/bonds are accepted.

The Company has given security deposits to vendors for rental deposits for office properties, securing services from them, government departments. The Company does not expect any default from these parties and accordingly the risk of default is negligible or nil.

Trade receivables and unbilled revenues are typically unsecured and derived from revenue earned from customers primarily located in India, USA, EMEA and APAC.

Credit risk has always been managed by the Company through credit approval, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit term in normal course of business. Credit limits are established for each customers and received quarterly. Any sales/services exceeding these limits require approval from the risk management committee.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, industry and existence of previous financial difficulties, if any.

Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables. An impairment analysis is performed at each reporting date.

Cash and cash equivalents

The Company held cash and cash equivalents of INR 13,520.79 at 31 March 2018 (31 March 2017: INR 2,818.68 lakhs 1 April 2016: INR 2,083.99 lakhs). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- to AA , based on renowned rating agencies.

iii. Liquidity risk

Liquidity risk is the risk that the company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the company''s reputation.

The company''s primary sources of liquidity include cash and bank balances, deposits, undrawn borrowings and cash flow from operating activities. As at 31 March 2018, the Company had a working capital of Rs. 29,265.58 (31 March 2017: 15,951.06 and 31 March 2016: 12,523.87) including cash and cash equivalent of INR 13,520.79 (31 March 2017: 2,818.68 and 31 March 2016: 2,083.99) and current investments of INR 5,014.54 (31 March 2017: 4,862.67 and 31 March 2016: 4,516.14).

Consequently, the company believes its revenue, along with proceeds from financing activities will continue to provide the necessary funds to cover its short term liquidity needs. In addition, the company projects cash flows and considering the level of liquid assets necessary to meet liquidity requirement.

In addition, the Company had access to the following undrawn borrowing facilities at the end of the reporting year

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

iv. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the company''s income or the value of its holdings of financial instruments.Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of our investments. Thus, our exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company is exposed to currency risk on account of its borrowings, receivables and other payables in foreign currency. The functional currency of the company is Indian Rupee. The foreign currency exchange management policy is to minimize economic and transactional exposures arising from currency movements against the US dollar, Euro, GBP, Canadian dolar, Abar Emirates Dhiram, Saudi Riyal, Singapore dollar and Japanese Yen. The company manages the risk by netting off naturally occurring opposite exposures wherever possible, and then dealing with any material residual foreign currency exchange risks if any.”

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against US dollar, Euro, GBP, Canadian dolar, Abar Emirates Dhiram, Saudi Riyal, Singapore dollar and Japanese Yen at reporting date would have affected the measurement of financial instruments denominated in foreign currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

a) Exposure to interest rate risk

The Company is exposed to both fair value interest rate risk as well as cash flow interest rate risk arising both on short-term and long-term floating rate instruments.

b) Sensitivity analysis

Fair value sensitivity analysis for fixed-rate instruments

The company accounts for investments in government and other bonds as fair value through other comprehensive income. Therefore, a change in interest rate at the reporting date would have impact on equity.

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity by INR 12.27 lakhs after tax (31 March 2017: INR 17.53 lakhs)

Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

Market price risk

a) Exposure

The company''s exposure to mutual funds and bonds price risk arises from investments held by the company and classified in the balance sheet as fair value through profit and loss and at fair value through other comprehensive income respectively.

To manage its price risk arising from investments, the company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the company.

b) Sensitivity analysis

Company is having investment in mutual funds, government bonds, other bonds and investment in subsidiaries. For such investments classified at Fair value through other comprehensive income, a 2% increase in their fair value at the reporting date would have increased equity by INR 0.32 lakhs after tax (31 March, 2017: INR 21.96 lakhs ). An equal change in the opposite direction would have decreased equity by INR 0.32 lakhs after tax (31 March, 2017: INR (21.96) lakhs)

For such investments classified at Fair value through profit or loss, the impact of a 2% increase in their fair value at the reporting date on profit or loss would have been an increase of INR 65.26 after tax (31 March, 2017: INR 41.63 lakhs ). An equal change in the opposite direction would have decreased profit or loss by INR 65.26 after tax (31 March, 2017: INR (41.63) lakhs)

8 Capital Management

The company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

The company manages its capital structure and makes adjustments to it as and when required. To maintain or adjust the capital structure, the company may pay dividend or repay debts, raise new debt or issue new shares. No major changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2018, 31 March 2017 and 1 April 2016.

The Company monitors capital using a ratio of ‘adjusted net debt'' to ‘adjusted equity''. For this purpose, adjusted net debt is defined as total liabilities comprising interest bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity comprises all components of equity

9 Segment reporting A. Basis for Segmentation

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company''s other components, and for which discrete financial information is available. The Company''s board of directors have been identified as the Chief Operating Decision Makers (CODM) since they are responsible for all major decisions in respect of allocation of resources and assessment of the performance on the basis of the internal reports/ information provided by functional heads. The board examines the performance of the Company based on such internal reports which are based on operations in various geographies and accordingly, have identified the following reportable segments:

- India

- Europe, Middle East and Africa (EMEA)

- Asia Pacific (APAC)

- United States of America (USA)

C. Information about major customers

No customer individually accounted for more than 10% of the revenues in the year ended 31 March 2018 and 31 March 2017.

10 First Time Adoption of Ind AS

These are the Company''s first financial statements prepared in accordance with Ind AS. The accounting policies set out in note 3 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the company''s date of transition).

In preparing its opening Ind AS balance sheet, the company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (‘previous GAAP'' or ‘Indian GAAP'').

An explanation of how the transition from previous GAAP to Ind AS has affected the Company''s financial position, financial performance and cash flows is set out in the following tables and notes.

A Exemptions Applied:-

Ind AS 101 First-Time Adoption of Indian Accounting Standards allows first-time adopters certain exemptions from the retrospective application of certain Ind AS. The Company has applied the following exemptions:

I Property, plant and equipment

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets.

Accordingly, the company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

II Share- based payment transactions

Ind AS 101 gives an option to apply Ind AS 102 Share-based payment only on ESOP''s that are unvested as on the transition date.

Accordingly, the Company has elected to apply Ind AS 102 i.e. fair value only those options that are unvested as on the date of transition.

III Investment in subsidiaries

Under previous GAAP, investment in subsidiaries were being carried in the balance sheet at cost. Ind AS 101 permits the Company to measure its investment in subsidiaries at its previous GAAP carrying amount as at the date of transition as deemed costs.

Accordingly, the Company has opted to measure its investment in subsidiary at the previous GAAP carrying amount as at the date of transition as deemed costs.

B The following mandatory exceptions have been applied:

I Estimates

An entity’s estimates in accordance with Indict the date of transition to IndAS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company has made estimates for impairment of financial assets based on expected credit loss model in accordance with Ind AS at the date of transition and determination of discounted value of financial instrument carried at amortised cost as these were not required under previous GAAP.

II Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable.

Accordingly, the company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of the financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable.

III De-recognition of financial assets and liabilities

"As per Ind AS 101, an entity should apply the derecognition requirements in Ind AS 109, Financials Instruments, prospectively for transactions occurring on or after the date of transition to Ind AS. However, an entity may apply the derecognition requirements retrospectively from a date chosen by it if the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognised as a result of past transactions was obtained at the time of initially accounting for those transactions . The company has elected to apply dercognition principles of Ind AS 109 retrospectively as reliable information was available at the time of initially accounting for these transactions.

C Reconciliation of total equity as at 31 March 2017 and 1 April 2016

D Notes to first time adoption

D.1 Measurement of financial liabilities at amortised cost

The Company had issued certain compulsory convertible preference shares. Under previous GAAP these were being classified under Equity. Under Ind AS, the embedded derivative liability on initial recognition has been separated from the underlying equity instrument and recorded at fair value. The difference between the fair value of the combined CCPS instrument and the fair value of the embedded derivative liability has been recorded as the value of the equity host contract. The embedded derivative has been fair valued through profit or loss at each balance sheet date. Upon conversion of CCPS into equity shares the resultant gain/loss on the down-round derivative is recognised in profit or loss. The original equity component remains as equity. The impact arising from

D.9 Remeasurements of post-employment benefit obligations

Under Ind AS, re-measurements i.e. actuarial gains and losses are directly recognized in equity through other comprehensive income. Under the previous GAAP such gains and losses were recognized in profit or loss. As a result of this change, the profit for the year ended 31 March 2017 has increased by INR 82.88 lakhs. There is no impact on the total equity.

11 Standards issued but not yet effective

A Amendment to Ind AS 21:

Appendix B to Ind AS 21, Foreign currency transactions and advance consideration: On March 28, 2018, MCA has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency. This amendment will come into force from April 1, 2018. The Company has evaluated the effect of this on the standalone financial statements and the impact is not material.

B Amendment to Ind AS 115:

Ind AS 115- Revenue from Contracts with Customers: On 28 March 2018, Ministry of Corporate Affairs ("MCA”) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when ‘control'' of the goods or services underlying the particular performance obligation is transferred to the customer.

Moreover, the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity''s contracts with customers. The standard permits two possible methods of transition:

- Retrospective approach-Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8-Accounting Policies, Changes in Accounting Estimates and Errors

- Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach)The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The Company will adopt the standard on April1,2018 by usingmthe cumulative catch-up transition method and accordingly comparatives for the year ending or ended March 31, 2018 will not be retrospectively adjusted. While, the Company is in the process of implementing Ind AS 115 on financial statement, it is of the view that the accounting policy for certain streams of revenue and related expenses may undergo a change primarily on account of estimating and recognizing extended warranty and unspecified free upgrades in certain contracts and adjusting cost of acquisition of customer.

For the purposes of this clause, the term ‘Specified Bank Notes'' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated 8th November 2016.

12. As at 31 March 2018, the Company has gross foreign currency receivables amounting to Rs. 15,310.75 lakhs (previous year Rs.14,344.84 lakhs). Out of these receivables, Rs.4,253.83 lakhs (previous year Rs.3,754.91 lakhs) is outstanding for more than 9 months. As per Foreign Exchange Management (Current Account) Rules, 2000 read with Master Circular No. 14/ 2014-15 dated 1 July 2014, receipt for export goods should be realized within a period of 9 months from the date of export. In case of receivables not being realised within 15 months from the date of export, prior approval from Reserve Bank of India (RBI) is required. As per the requirements of Foreign Exchange Management Act, in one calendar year, the Company is allowed to seek extension for an amount equivalent to 10% of the average collection of the last 3 years only and pursuant to the same, the Company has filed the extension for foreign currency receivables amounting to Rs. 1,414.58 lakhs during the year. For remaining receivables, the Company is in the process of applying for approval to seek extension of time beyond 9 months from export date. The management is of the view that the Company will be able to obtain approvals from the authorities for realising such funds beyond the stipulated timeline without levy of any penalties as it had bonfire reasons that caused the delays in realization.

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