1. We have audited the accompanying standalone
financial statements of Newgen Software
Technologies Limited ('the Company'), which
comprise the Standalone Balance Sheet as at 31
March 2025, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income),
the Standalone Statement of Cash Flow and the
Standalone Statement of Changes in Equity for
the year then ended, and notes to the standalone
financial statements, including material accounting
policy information and other explanatory information.

2. In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give
the information required by the Companies Act,
2013 ('the Act') in the manner so required and give
a true and fair view in conformity with the Indian
Accounting Standards ('Ind AS') specified under
section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 and other
accounting principles generally accepted in India,
of the state of affairs of the Company as at 31 March
2025, and its profit (including other comprehensive

income), its cash flows and the changes in equity for
the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing specified under section 143(10)
of the Act. Our responsibilities under those standards
are further described in the Auditor's Responsibilities
for the Audit of the Standalone Financial Statements
section of our report. We are independent of the
Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of
India ( ICAI ) together with the ethical requirements
that are relevant to our audit of the standalone
financial statements under the provisions of the Act
and the rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Key Audit Matter

4. Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the standalone financial statements of the current
period. These matters were addressed in the context of
our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.

Information other than the Standalone
Financial Statements and Auditor's Report
thereon

6. The Company's Board of Directors are responsible
for the other information. The other information
comprises the information included in the Annual
Report, but does not include the standalone financial
statements and our auditor's report thereon. The
Annual Report is expected to be made available to
us after the date of this auditor's report.

Our opinion on the standalone financial statements
does not cover the other information and we will not
express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information identified above when it becomes available
and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those
charged with governance.

Responsibilities of Management and Those
Charged with Governance for the Standalone
Financial Statements

7. The accompanying standalone financial statements
have been approved by the Company's Board
of Directors. The Company's Board of Directors
are responsible for the matters stated in section
134(5) of the Act with respect to the preparation
and presentation of these standalone financial
statements that give a true and fair view of the
financial position, financial performance including
other comprehensive income, changes in equity
and cash flows of the Company in accordance with
the Ind AS specified under section 133 of the Act and
other accounting principles generally accepted in
India. This responsibility also includes maintenance
of adequate accounting records in accordance
with the provisions of the Act for safeguarding of
the assets of the Company and for preventing and
detecting frauds and other irregularities; selection
and application of appropriate accounting policies;
making judgments and estimates that are reasonable
and prudent; and design, implementation and
maintenance of adequate internal financial controls,
that were operating effectively for ensuring the

accuracy and completeness of the accounting
records, relevant to the preparation and presentation
of the financial statements that give a true and
fair view and are free from material misstatement,
whether due to fraud or error.

8. In preparing the standalone financial statements,
the Board of Directors is responsible for assessing
the Company's ability to continue as a going
concern, disclosing, as applicable, matters related
to going concern and using the going concern
basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

9. The Board ofDirectors is also responsible for overseeing
the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that
an audit conducted in accordance with Standards on
Auditing will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in
the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these standalone financial statements.

11. As part of an audit in accordance with Standards
on Auditing, specified under section 143(10) of
the Act we exercise professional judgment and
maintain professional skepticism throughout the
audit. We also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error,
design and perform audit procedures
responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not
detecting a material misstatement resulting
from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or
the override of internal control;

• Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Act we are also responsible for expressing our
opinion on whether the Company has adequate

internal financial controls with reference to
financial statements in place and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management;

• Conclude on the appropriateness of Board of
Directors' use of the going concern basis of
accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company's ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor's report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are
based on the audit evidence obtained up to
the date of our auditor's report. However, future
events or conditions may cause the Company to
cease to continue as a going concern;

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

12. We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings, including any significant deficiencies
in internal control that we identify during our audit.

13. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

14. From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the audit
of the standalone financial statements of the current
period and are therefore the key audit matters.
We describe these matters in our auditor's report
unless law or regulation precludes public disclosure
about the matter or when, in extremely rare
circumstances, we determine that a matter should
not be communicated in our report because the
adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits
of such communication.

Report on Other Legal and Regulatory
Requirements

15. As required by section 197(16) of the Act, based on
our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid down
under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor's Report)
Order, 2020 ('the Order') issued by the Central
Government of India in terms of section 143(11) of the
Act we give in the Annexure I a statement on the
matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

17. Further to our comments in Annexure I, as required
by section 143(3) of the Act based on our audit, we
report, to the extent applicable, that:

a) We have sought and obtained all the
information and explanations which to the best
of our knowledge and belief were necessary for
the purpose of our audit of the accompanying
standalone financial statements;

b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination
of those books;

c) The standalone financial statements dealt
with by this report are in agreement with the
books of account;

d) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
section 133 of the Act;

e) On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
is disqualified as on 31 March 2025 from being
appointed as a director in terms of section
164(2) of the Act;

f) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on 31 March
2025 and the operating effectiveness of
such controls, refer to our separate report in
Annexure II wherein we have expressed an
unmodified opinion; and

g) With respect to the other matters to be included
in the Auditor's Report in accordance with rule
11 of the Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion and to the
best of our information and according to the
explanations given to us:

i. the Company, as detailed in note 36 to
the standalone financial statements, has

disclosed the impact of pending litigations
on its financial position as at 31 March 2025;

ii. the Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31 March 2025;

iii. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company
during the year ended 31 March 2025;

iv. a. The management has represented

that, to the best of its knowledge
and belief, as disclosed in note
48(v) to the standalone financial
statements, no funds have been
advanced or loaned or invested (either
from borrowed funds or securities
premium or any other sources or kind
of funds) by the Company to or in
any person(s) or entity(ies), including
foreign entities ('the intermediaries'),
with the understanding, whether
recorded in writing or otherwise,
that the intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified
in any manner whatsoever by or
on behalf of the Company ('the
Ultimate Beneficiaries') or provide
any guarantee, security or the like on
behalf the Ultimate Beneficiaries;

b. The management has represented
that, to the best of its knowledge and
belief, as disclosed in note 48(vi) to
the standalone financial statements,
no funds have been received by the
Company from any person(s) or
entity(ies), including foreign entities
('the Funding Parties'), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
('Ultimate Beneficiaries') or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

c. Based on such audit procedures
performed as considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
management representations under
sub-clauses (a) and (b) above contain
any material misstatement.

v. The final dividend paid by the Company
during the year ended 31 March 2025 in
respect of such dividend declared for the
previous year is in accordance with section
123 of the Act to the extent it applies to
payment of dividend and as stated in note 38
to the accompanying standalone financial
statements, the Board of Directors of the
Company have proposed final dividend
for the year ended 31 March 2025 which is
subject to the approval of the members
at the ensuing Annual General Meeting.
The dividend declared is in accordance
with section 123 of the Act to the extent it
applies to declaration of dividend.

vi. Based on our examination which included
test checks, the Company, in respect of
financial year commencing on 1 April
2024, has used an accounting software
for maintaining its books of account
which has a feature of recording audit
trail (edit log) facility and the same has
been operated throughout the year for
all relevant transactions recorded in the

software. Further, during the course of our
audit we did not come across any instance
of audit trail feature being tampered with.
Furthermore, the audit trail has been
preserved by the Company as per the
statutory requirements for record retention.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm's Registration No.: 001076N/N500013

Ankit Mehra

Partner

Membership No.: 507429
UDIN: 25507429BMIXFA1397
Place: Gurugram
Date: 2 May 2025