Newgen Software Technologies Ltd

Dear Members,

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

1. Company's Affairs and Financial Performance:

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

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

Newgen has been at the forefront of transforming businesses for over 500 active customers across 76 countries. With a marquee clientele from India, USA, Canada, UAE, Saudi Arabia, UK, Philippines, Indonesia, Singapore and Australia, the Company offers enterprise solutions tailored to the needs of different business verticals. Newgen has emerged as a preferred partner for leading banks, insurance firms, healthcare organisations, governments, telecom companies, shared service centres and BPOs worldwide. For more details, kindly refer to the Management Discussion and Analysis Report highlighting the important aspects of the business of the Company as annexed to this Report. Key highlights of the Financial Results of the Company prepared as per the Indian Accounting Standards (Ind-AS) for the financial year ended 31^st March 2024 are as under. Wherever applicable, the Consolidated Financial Statements are also being presented in addition to the Standalone Financial Statements of the Company.

(_ in Lakh)

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

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

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

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

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

3. Industry overview:

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

4. Transfer to General Reserve:

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

5. Dividend:

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

The Company has formulated a Dividend Distribution Policy, which includes the circumstances under which the member may/may not expect dividends, the financial parameters, internal and external factors, utilization of retained earnings, parameters with regard to different classes of shares. The provisions of this Policy are in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the Policy is available on the website of the Company at https://investors. newgensoft.com/wp-content/uploads/2021/06/ Dividend-Distribution-policy.pdf.

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

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

6. Subsidiary Companies:

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

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

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

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

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

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

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

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

8. Newgen Software Technologies Company Limited (Incorporated in Saudi Arabia).

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

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

There are no other companies that have become or ceased to be subsidiaries, associates, or joint ventures of the Company during the financial year 2023-24. The Consolidated Financial Statements of the Company for the financial year ended 31^st March 2024 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors' Report thereon form part of this Board Report. The statement containing salient features of the Financial Statement of subsidiaries is enclosed herewith in form AOC-1 as "Annexure -1" to this Report.

Financial Statements of the aforesaid subsidiary companies are kept open for inspection by the Members at the Registered Office of the Company during business hours on all days except Saturday

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

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

7. Capital Structure:

Authorized Share Capital as on 31^st March 2024

As on 31^st March 2024, the Authorised share capital of the Company is _180,10,00,000 (Rupees One Hundred Eighty Crore and Ten Lakh only) divided into 16,81,00,200 (Sixteen Crore Eighty One Lakh and Two Hundred) Equity Shares of _ 10 each (Rupees Ten only), aggregating to _ 168,10,02,000/- (Rupees One Hundred Sixty-Eight Crore Ten Lakh and Two Thousand only) and 1,19,99,800 (One Crore Nineteen Lakh Ninety Nine Thousand Eight Hundred) preference shares of _ 10/- (Rupees Ten only) each aggregating to _ 11,99,98,000/- (Rupees Eleven Crore Ninety Nine Lakh and Ninety Eight Thousand Only). Following are the details of changes in the Authorized Share Capital of the Company during the financial year: - a) Pursuant to the merger of Number Theory Software Technologies Limited with the Company, the Authorised share capital of the Company increased from _ 110,00,00,000/- (Rupees One Hundred Ten Crore only) to

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

_ 110,10,00,000/- (Rupees One Hundred Ten Crore and Ten Lakh only) to _ 180,10,00,000 (Rupees One Hundred Eighty Crore and Ten Lakh only).

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

As on 31^st March 2024, the Issued, Subscribed and Paid up share capital of the Company is _ 1,40,29,18,020/- (Rupees One Hundred Forty Crore Twenty Nine Lakh Eighteen Thousand and Twenty) divided into 14,02,91,802 (Fourteen Crore Two Lakh Ninety One Thousand Eight Hundred Two) Equity Shares of face value of _ 10/- (Rupees Ten only) each. Following are the details of changes in the Issued, Subscribed, and Paid up share capital of the Company during the financial year: - a) On 17^th October 2023, the Company has allotted 1,13,700 (One Lakh Thirteen Thousand Seven Hundred) Equity Shares to the Newgen ESOP Trust under Newgen Software Technologies Limited Employee Stock Option Scheme-2022, which led to an increase in paid-up share capital of the Company to _ 70,06,94,010/-

(Rupees Seventy Crore Six Lakh Ninety-Four Thousand and Ten). b) Pursuant to the approval of the Board of Directors dated 27^th November 2023, and Members' approval by way of postal ballot dated 02^nd January 2024, the Company allotted 7,00,69,401 (Seven Crore Sixty-Nine Thousand and Four Hundred One) fully paid up Bonus Equity Shares of Face Value of 10/- (Rupees Ten only) each to its existing Equity Shareholders in 1:1 ratio which led to an increase in paid-up share capital of the Company to _ 1,40,13,88,020/- (Rupees One Hundred Forty Crore Thirteen Lakh Eighty- Eight Thousand and Twenty). c) On 20^th March 2024, the Company has allotted 13,000 (Thirteen Thousand) Equity Shares to the Newgen ESOP Trust under Newgen Software Technologies Limited Employee Stock Option Scheme-2022 and 1,40,000 (One Lakh Forty Thousand) Equity Shares to the Newgen ESOP Trust under Newgen Employees Stock Option Scheme-2014 which led to an increase in paid-up share capital of the Company to

_ 1,40,29,18,020/- (Rupees One Hundred Forty Crore Twenty-Nine Lakh Eighteen Thousand and Twenty.

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

8. Issue Of Bonus Shares

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

9. Employee Share Based Scheme:

As on 31^st March 2024, the Company has in place following Schemes: - a) Newgen Employees Stock Option Scheme-2014 ("Newgen ESOP Scheme 2014"): The details on Options granted, exercised, vested and lapsed during the financial year 2023-24 and other particulars as required under the Act, read with its rules and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect to this Scheme are enclosed herewith as "Annexure – 2" to this Report. b) Newgen Software Technologies limited Employees Stock Option Scheme-2022 ("Newgen ESOP Scheme 2022"): The details on Options granted, exercised, vested and lapsed during the financial year 2023-24 and other particulars as required under the Act, read with its rules and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect to this Scheme are enclosed herewith as "Annexure – 2A" to this Report. c) Newgen Software Technologies Restricted Stock Units Scheme – 2021 ("Newgen RSU Scheme 2021"): Particulars required under the Act, read with its rules and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect to this scheme are enclosed herewith as "Annexure – 2B" to this Report.

10. Credit Rating and Liquidity:

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

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

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

11. Directors and Key Managerial Personnel:

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

The current terms of Executive Directors viz. Mr. Diwakar Nigam, Chairman & Managing Director, Mr. T.S. Varadarajan, Whole-time Director, and Mrs. Priyadarshini Nigam, Whole-time Director would be expiring on 31^st May 2024, accordingly, on the recommendation of the Nomination & Remuneration Committee, the Board of the Company has, subject to the approval of the shareholders in the ensuing 32^nd AGM, approved the reappointment of the aforesaid Executive Directors for a further period of five years i.e with effect from 1^st June 2024 to 31^st May 2029. In accordance with Section 152 of the Act, Mr. T.S. Varadarajan (DIN: 00263115), who has been longest in the office, is liable to retire by rotation at the ensuing 32^nd AGM and being eligible, seeks re-appointment. The Board recommends his appointment for the approval of the members of the Company in the ensuing 32^nd AGM.

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

Declaration of Independence by Independent Directors

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

Board and Committee Meetings

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

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

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

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

The Company has in place a policy on the Nomination & Remuneration of Directors and key Managerial and Senior Management Personnel which is framed with the object of attracting, retaining, and motivating talentthatisrequiredtoruntheCompanysuccessfully. It primarily lays down a framework in relation to the appointment, remuneration and performance evaluation of the Directors, Key Managerial Personnel (KMP), and Senior Management Personnel as well as provide guidance to the Board of Directors (Board) and Nomination & Remuneration Committee (NRC) in relation to appointment/ removal to the said positions, which has been approved by the Board of Directors. The key objectives and purposes of the Policy inter alia are: a) Formulating the criteria for determining qualifications, positive attributes, and independence of a Directors including Key Managerial Personnel and recommending to the Board a policy/ framework relating to the remuneration of Directors, Key Managerial Personnel, Senior Management Personnel, and other employees. b) To provide guidance to the Board and the Committee in relation to the appointment/ removal of Directors, Key Managerial Personnel, and Senior Management Personnel. c) Formulating the criteria for evaluation of the performance of the Chairperson, Independent Directors, non-Independent Directors, and the Board of Directors as a whole. d) To devise a policy on diversity of the Board of Directors and to build a Succession Plan for appointment to the Board of Directors, KMPs, and Senior Management Personnel. e) To retain, motivate and promote talent and to ensure long-term retention of talented managerial persons and create competitive advantage.

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

Board effectiveness: a) Familiarization program for Independent Directors:

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

The Board carries out annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its various Committees as mandated under the Act and the SEBI Listing Regulations. The details of training and familiarisation programs and the annual evaluation process for directors, Board, and its Committees are set out in the Corporate Governance Report which forms part of this Report.

12. InternalControlSystemsandtheirAdequacy:

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

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

13. Quality Systems & Information Security Initiative and Compliance:

Newgen has consistently maintained its commitment to the highest levels of quality, robust information security, and privacy management practices. These efforts have culminated in achieving a significant milestone during the financial year 2023-24. The standards and compliances are embedded in our Systems and Framework for a risk-based approach to management and ongoing risk assessment. In combination, they help the Company bring the products and services that are safe and effective to our markets, meet the regulatory requirements, and meet customer expectations consistently. They enable our business to protect its reputation, accelerate change, and meet customer needs reliably. They also enable us to demonstrate effective governance, risk management, requisite compliance, and adoption of evolving industry best practices. Newgen's Quality and Information Security System has been a steady journey starting from 1997. The same is evident from implementing the best of industry standards, namely ISO 9001, CMMi Dev, ISO 27001, ISO 27017, ISO 27018, SOC 1 Type 2, SOC 2 Type 2, and PCI-DSS with process improvement and resulting Customer/Employee benefits as the core objective. Emphasis has been on System-driven, transparent processes, which deliver exceptional Quality first time right with the required level of security. Additionally, our policies aligned with the Data Privacy regulations like GDPR, protect personal data and respect individual privacy rights.

Our Management Systems help our business manage and protect not only the Newgen assets but also the Customer assets. ISMS outlines and enforces the Company's policies, procedures, and guidelines to ensure confidentiality, integrity, and availability of information and information processing assets. At Newgen, we continue to demonstrate effective governance, risk management, and requisite compliance while embracing evolving industry best practices.

Secretarial Auditors and their Report

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

Statutory Auditors and their Report

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No 001076N/N500013), have been appointed at the 29^th AGM to hold office as statutory auditors till the conclusion of the 34^th AGM of the Company.

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

Cost Auditors

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

15. Reporting Of Frauds By Auditors:

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

16. Deposits:

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

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

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

18. Particulars of Contracts or Arrangements with Related Parties:

There were no contracts or arrangements, or transactions entered with related parties during the financial year 2023-24, which were not at arm's length. There are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel ("KMPs") or others which may have a potential conflict with the interest of the Company. None of the Directors and KMPs has any material pecuniary relationships or transactions vis-?-vis the Company except for remuneration paid as per terms of their respective appointments. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The disclosure of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC-2 is enclosed herewith as "Annexure-5" to this Report.

Disclosures in compliance with the applicable Accounting Standard on "Related Party Disclosures" and other transactions, if any, of the Company, with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company, have been given in the Financial Statements. The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company at https://investors.newgensoft.com/ wp-content/uploads/2021/06/Policy-on-Related-Party-Transaction-2.pdf.

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

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

The CSR policy lays down the principles/ process for the identification, selection, and implementation of CSR activities & programs keeping in mind the Company's CSR vision. It also provides the framework to monitor & evaluate the CSR activities & programs in accordance with the provisions of the Act. Further brief outline on the initiatives undertaken by the Company on CSR activities during the financial year 2023-24, is enclosed herewith as "Annexure-6". Other details regarding Company's CSR activities and CSR Policy are available on the website of the Company at: https://investors.newgensoft.com/ wp-content/uploads/2020/05/Policy-on-Corporate-Social-Responsibility.pdf.

CSR Awards and Recognition:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Implementation of reusable cups and glasses for employees to use for tea and coffee consumption, reducing the need for disposable paper products and minimizing waste. b. Technology Absorption, Adaptation and Innovation.

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

1. Product Improvement:

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

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

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

2. Cost Reduction:

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

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

3. Standard Tools:

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

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

Information in case of imported technology (importsduringthelastfiveyears)-Notapplicable c. Research and Development.

The Company has made and will continue to make, significant investments in software product research and development to enable and high level of client engagement and satisfaction. For fiscal 2024 and 2023 the Company spent 11.34% and 12.38% respectively (as a proportion of our total expenditure) on research and development. We believe that the industry, in which we compete, witnesses rapid technological advances in software development due to constantly evolving customer and industry preferences and needs. The Company is focused on continuous innovation and technology absorption to develop and deliver compelling solutions. We are not only adopting new technology but leading it with an exemplary team of innovators and domain experts. With a keen understanding of technology trends, our development teams work closely with delivery functions to identify areas where we can scale up our products and meet the needs of our customers. With a well-structured product development process, from ideation to implementation, we ensure that the most advanced technologies are integrated with our solutions and services.

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

NewgenONE RPA seamlessly complements our low-code application development capabilities, empowering our customers to achieve end-to-end process automation. Our RPA engine is designed to accelerate process automation through desktop recorders and scripting tools, integrating seamlessly with our entire process model. Moreover, our RPA solution can integrate with legacy applications lacking APIs, enabling effective bot deployment and intelligent document processing through AI bots, ultimately enhancing customer experiences. Recognizing the imperative for secure, efficient, and cost-effective content storage platforms, we introduced the NewgenONE Content Cloud (NCC). NCC revolutionizes content management by offering a cloud-based platform that centralizes content from various applications securely. Its robust Microservices APIs and micro-UIs make it easier to develop business apps centered around content, aligning seamlessly with modern digital workspace trends. NCC's 14-day trial period allows organizations to explore its capabilities risk-free, while its "pay-as-you-use" pricing plans ensure cost optimization. Furthermore, our commitment to harnessing the power of AI and ML is evident with the release of the NewgenONE IDP Studio. This visual data science platform facilitates efficient document processing by extracting typed content, categorizing documents, and saving them to specified locations. Additionally, it empowers users to extract meaningful information from documents, facilitating the training of Neural Network (NN) and ML models, thus enhancing automation and productivity.

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

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

Our industry-recognized products and platforms for intelligent process automation (BPM), contextual content services (ECM), omnichannel customer engagement (CCM), low-code application development, and Artificial Intelligence cloud with an intuitive visual studio have enabled organizations to achieve time-bound transformation, impactful customer communication and flawless document management. The enhanced modules also support cost reduction by elevating automation. Pursuing a goal of adding value to our offerings, we have partnered with various technology providers that will benefit our customers, specifically in the financial sector. The Company has been serving several industries, including banking, insurance, healthcare, and government organizations, and with rapid changes in market conditions, we have helped them lead with the most innovative offerings.

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

(_ in Lakh)

21. Risk Management:

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

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

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

The Company has also laid down a Risk Management Policy, defining Risk profiles involving Strategic, Technological, Operational, Financial, Organizational, Legal, and Regulatory risks within a well-defined framework. The Risk Management Policy acts as an enabler of growth for the Company by helping its businesses to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks. The Board evaluates the risk management systems through Risk Management Committee. More details on Risk Management including identification of risks and their mitigation are covered in the Management Discussion & Analysis Report, which forms part of this report. Risk Management policy is available on the website of the Company at: https://investors. newgensoft.com/wp-content/uploads/2021/06/Risk-Management-Policy.pdf.

Cyber Security Incident update:

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

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

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

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

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

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

23. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company's Operations in Future: Nil 24. Web Address for Annual Return:

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

25. Business Responsibility and Sustainability Report:

At a time and age when enterprises are increasingly seen as critical components of the social system, they are accountable not merely to their shareholders from a revenue and profitability perspective but also to the larger society which is also its stakeholder. The Business Responsibility and Sustainability Report seeks disclosure on the performance of the Company against nine principles of the "National Guidelines on Responsible Business Conduct' (‘NGRBCs').

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

26. Corporate Governance:

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

27. Management Discussion and Analysis:

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

28. Other Disclosures: a) Your Company has complied with the provisions, including those relating to the Constitution of Internal Complaints Committee, of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details related with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is set out in the Corporate Governance Report which forms the part of this report. b) There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and the Company's operations in the future. Further, No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-24. c) The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof. - Not Applicable d) No case/ complaint was reported under Child labour/ forced labour/ involuntary labour and Discriminatory employment related matters in the financial year 2023-24. e) The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

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

29. Directors' Responsibility Statement:

In terms of Section 134(5) of the Act, the Directors would like to state that: I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

30. Cautionary Statements:

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

31. Appreciation:

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