The Board of Directors ("Board”) have immense pleasure
in presenting the 34^th 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 2026.

1. Company's Affairs and Financial
Performance:

Newgen orchestrates intelligent enterprises at scale.
The NewgenONE Platform unifies content, processes,
and communications into an orchestration layer
where intelligence is embedded into how enterprises
operate, with trust, governance, and control built in.
Newgen has been at the forefront of transforming
businesses for around 500 active customers. With a
marquee clientele from across the globe including
India, USA, Canada, UAE, Saudi Arabia, UK, Philippines,
Indonesia, Singapore and Australia, the Company
offers enterprise solutions tailored to the needs of

different business verticals. Newgen has emerged
as a preferred partner for leading banks, insurance
firms, healthcare organisations, governments,
telecom companies, shared service centres and
BPOs worldwide. Complex industry-specific vertical
solutions and use cases can be built on our low-code
horizontal platforms, from onboarding to service
requests, lending to underwriting, and many more.
For more details, kindly refer to the Management
Discussion and Analysis Report highlighting the
important aspects of the business of the Company
as annexed to this Report.

Key highlights of the Financial Results of the
Company prepared as per the Indian Accounting
Standards (Ind-AS) for the financial year ended 31^st
March 2026 are as under. Wherever applicable, the
Consolidated Financial Statements are also being
presented in addition to the Standalone Financial
Statements of the Company.

items aggregating to H 4,342.65 lakh arising on
account of the impact of Labour Codes and
provision for legal claim.

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, as reported above,
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 2025-26.

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 2025-26.

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 H 6/- per Equity Share (on face
value of H 10/- each) i.e. 60% on the paid up Equity
capital of the Company for the financial year ended
31^st March 2026. Based on the paid-up equity share
capital of the Company as on 31^st March 2026, the
total dividend outgo is estimated at H8,539.07 lakh as
compared to H 7,083.94 lakh in the previous financial
year, when dividend was declared at the rate of
H 5/- per Equity Share. The dividend, if approved by
the Members at the AGM, shall be payable to those
shareholders whose names appear in the Register
of Members / beneficial owners as on the Record
Date fixed for the purpose. Accordingly, the actual
dividend payout may vary depending upon the paid-
up equity share capital and shareholders eligible as
on the Record Date.

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

athttps://newgensoft.com/Company/investor-
relations/dividend-distribution-policy/.

Pursuant to applicable SEBI circulars, with effect
from 01^st April 2024, dividend to shareholders
holding securities in physical form is paid only
through electronic mode, subject to furnishing of
valid bank details and completion of KYC formalities.
In cases where the required details are not available,
the Company is unable to process such payments,
and the amounts are handled in accordance with
applicable provisions of law.

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

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

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

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

The details of unclaimed dividends and shares
transferred to IEPF during financial year 2025-26
are as follows:

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
athttps://newaensoft.com/Companv/investor-
relations/#contact.

During the Financial Year 2025-26, the Company
undertook various initiatives under the "Saksham
Niveshak - 100 Days Campaign” launched by the
Investor Education and Protection Fund Authority
for KYC and related updation of shareholder records
and to minimise transfer of unpaid/ unclaimed
dividends to the IEPF.

The key initiatives undertaken by the Company

included the following:

• Unclaimed dividends credited based on
updated bank details received from RTA, KFin
Technologies Limited

• KYC updation requests sent to shareholders
through email and physical letters

• Newspaper advertisement published for

investor awareness

• Initiatives for personalized communication and
awareness through the Company's website and
social media platforms.

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

6. Subsidiary Companies:

As on 31^st March 2026, 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 2025-26.

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

2. Newgen Software Technologies Pte. Ltd.

(Incorporated in Singapore)

3. Newgen Software Technologies Canada Ltd.

(Incorporated in Canada)

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

5. Newgen Software Technologies Pty Ltd.

(Incorporated in Australia)

6. Newgen Computers Technologies Limited.

(Incorporated in India)

7. Newgen Software Technologies L.L.C.

(Incorporated in Dubai)

8. Newgen Software Technologies Company

Limited (Incorporated in Saudi Arabia).

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

There are no companies that have become or ceased
to be subsidiaries, associates, or joint ventures of the
Company during the financial year 2025-26.

The Consolidated Financial Statements of the
Company for the financial year ended 31^st March
2026 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 Annual General
Meeting (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 athttps://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
athttps://landing.newgensoft.com/hubfs/ 2020%20
Website%20files/IR/Policy-for-determining-Material-
Subsidiaries-l-l.pdf.

As per the materiality policy, Newgen Software
Inc. incorporated in USA is our material subsidiary
Company. Provisions to the extent applicable under
the SEBI Listing Regulations with reference to other
subsidiary companies has been duly complied.
Minutes of the Board meetings of subsidiary
companies (including its material subsidiary) were
placed annually before the Board of Directors.

7. Capital Structure:

Authorized Share Capital as on 31^st March 2026

As on 31^st March 2026, the Authorised share capital
of the Company is H 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 H 10 each (Rupees
Ten only), aggregating to H 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 H 10/- (Rupees Ten only) each
aggregating to H 11,99,98,000/- (Rupees Eleven Crore
Ninety Nine Lakh and Ninety Eight Thousand Only).

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

Paid up Equity Share Capital as on 31^st March
2026

As on 31^st March 2026, the Issued, Subscribed
and Paid up share capital of the Company is
H 142,31,77,870 (Rupees One Hundred Forty Two Crore
Thirty One Lakh Seventy Seven Thousand and Eight
Hundred Seventy) divided into 14,23,17,787 (Fourteen
Crore Twenty Three Lakh Seventeen Thousand Seven
Hundred Eighty Seven) Equity Shares of face value of
H 10/- (Rupees Ten only) each.

On 17^th July 2025, the Company allotted 53,600 (Fifty-
Three Thousand Six Hundred) equity shares to the
Newgen ESOP Trust under the Newgen Software
Technologies Limited Employee Stock Option
Scheme, 2022. Further, on 28^th October 2025, the
Company allotted 5,39,000 (Five Lakh Thirty-Nine
Thousand) equity shares of face value H10 each to the
Newgen ESOP Trust under the Newgen Software
Technologies Limited Employee Stock Option
Scheme, 2022 and 1,00,000(One Lakh) equity shares
of face value H 10 each to the Newgen ESOP Trust

under the Newgen Employee Stock Option Scheme,
2014. These allotments resulted in an increase in
the paid-up share capital of the Company to H
142,31,77,870 (Rupees One Hundred Forty-Two Crore
Thirty-One Lakh Seventy-Seven Thousand Eight
Hundred Seventy).

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

8. Employee Share Based Scheme:

As on 31^st March 2026, 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, if any, during the financial
year 2025-26 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,
if any, during the financial year 2025-26 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
2021 Scheme”): The details on Options granted,
exercised, vested and lapsed, if any, during the
financial year 2025-26 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 - 2B”
to this Report.

9. Credit Rating and Liquidity:

The Company has not issued any debt instruments
or accepted any fixed deposits and was therefore,
not required to obtain credit ratings in respect of the
same. The credit rating received from CRISIL Limited
during the financial year 2025-26 for bank facilities is
CRISIL A1 for the short term.

Our principal sources of liquidity are existing cash
and cash equivalents and the cash flow that we
generate from our operations. The Company follows

a moderate investment policy and invests in high-
quality Equity, hybrid, debt instruments and bonds.
As on 31^st March 2026, on a standalone basis, cash and
cash equivalents were H 3,588.12 Lakh and in addition
to that H 70,307.70 Lakh was invested in mutual funds
& bonds and H 27,196.96 Lakh in current and non¬
current fixed deposits with Banks and NBFC.

As of 31^st March 2026, on a consolidated basis, cash
and cash equivalents were H 10,353.35 Lakh and
in addition to that H 70,307.70 Lakh was invested
in mutual funds & bonds and H 42,288.45 Lakh
in current and non-current fixed deposits with
Banks and NBFC.

10. Directors and Key Managerial Personnel:

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

In accordance with Section 152 of the Act, Ms.
Priyadarshini Nigam (DIN: 00267100), who has been
longest in the office, is liable to retire by rotation
at the ensuing 34^th AGM and being eligible, seeks
re-appointment. The Board recommends her
appointment for the approval of the members of the
Company in the ensuing 34^th AGM.

Considering the educational background,
extensive knowledge, leadership abilities, and rich
experience in Technology Sector, and based on the
recommendation of Nomination & Remuneration
Committee (NRC), the Board of Directors (the
"Board”) on 26^th November 2025, had approved
the appointment of Ms. Shubhi Nigam (DIN:
11385232) as an Additional Director in the category
of Non-Executive Non Independent Director of
the Company in accordance the Companies Act,
2013 ("the Act”) and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("Listing Regulations”).

During the Year, based on the recommendation of
the Nomination & Remuneration Committee and
the Board of Directors, the approval of the Members
of the Company was obtained, by way of Ordinary
Resolution, through Postal Ballot procedure for
regularization/appointment of Ms. Shubhi Nigam
(DIN: 11385232), as a Non-Executive Non Independent
Director of the Company, liable to retire by rotation.

Key managerial personnel

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

The details required pursuant to sub-section 12
of Section 197 of the Act read with Rule 5 of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and SEBI
Listing Regulations in respect of employees of the
Company, are enclosed herewith as "Annexure - 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 during financial
year 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 Nomination &
Remuneration Policy of Directors and key
Managerial and Senior Management Personnel
which is framed with the object of attracting,
retaining, and motivating talent that is required
to run the Company successfully. It primarily lays
down a framework in relation to the appointment,
remuneration and performance evaluation of the

Directors, Key Managerial Personnel (KMP), and
Senior Management Personnel as well as provide
guidance to the Board of Directors (Board) and
Nomination & Remuneration Committee (NRC)
in relation to appointment/ removal to the said
positions, which has been approved by the Board
of Directors. The key objectives and purposes of the
Policy inter alia are:

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

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

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

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

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

Nomination & Remuneration 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 athttps://landing.
newgensoft.com/hubfs/ 2020%20Website%20files/
IR/doc00744720230509144545.pdf.

Board effectiveness:

a) The interaction with Senior Management

The engagement of the Board members
with senior management extends beyond
formal Board meetings and includes periodic
interactions and reviews of operations and
business plans across all geographies. This
continuous dialogue enables the Board to
remain closely aligned with business strategy,
operational performance, and emerging
opportunities and risks.

b) 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.

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

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

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

H. Internal Control Systems and their
Adequacy:

The Company generally has in place 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 are commensurate with the nature and
size of the Company and were effective during the
financial year 2025-26.

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

12. Quality Systems, Information Security,
and Data Privacy Compliance

Newgen has consistently demonstrated a strong
commitment to excellence in quality, information
security, cybersecurity, and privacy management. This

commitment culminated in achieving significant
milestones during FY 2025-26. Our standards and
compliances are deeply embedded within well-
defined systems and frameworks that enable a
risk-based management approach. Collectively,
these practices ensure the consistent delivery of
safe, reliable, and effective products and services
that meet regulatory requirements and customer
expectations. They also enable the organisation to
protect its reputation, drive operational resilience,
accelerate change, and reliably meet evolving
customer needs while demonstrating strong
governance, risk management, and compliance.

Newgen's journey in quality and information
security began in 1997 and reflects a long-standing
focus on adopting and institutionalising globally
recognised industry standards. The organisation
has implemented ISO 9001, SW CMM Development,
ISO 27001, ISO 27017, CMMI, ISO 27018, SOC 1 Type
2, SOC 2 Type 2, and PCI-DSS, and has further
strengthened its security maturity by adopting
CMMI Security during FY 2025-26. This milestone
reinforces Newgen's commitment to embedding
security engineering, governance, and risk
management practices across the entire product
and service lifecycle. These certifications collectively
underscore an enduring emphasis on system-driven,
transparent, and continually improving processes,
with a secure-by-design and quality-first philosophy
at their core. Newgen policies and practices are
aligned with global data protection and privacy
regulations, such as GDPR and HIPAA, ensuring the
protection of personal data and respect for individual
privacy rights across our business operations and
technology platforms.

Cybersecurity remains a strategic priority for Newgen
in an increasingly complex threat landscape. Our
security program integrates preventive, detective,
and corrective controls supported by continuous
monitoring using Security Operations Centre
(SOC) Services, Segmented Network, NAC, Nextgen
Firewalls/WAF, Advanced Threat Detection, and
proactive risk mitigation mechanisms. We leverage
AI-enabled capabilities to strengthen security
operations, including anomaly detection, predictive
threat intelligence, and accelerated incident
response. At the same time, Newgen follows a
responsible and secure-by-design approach to AI
adoption, supported by strong governance, ethical
principles, data protection safeguards, and model
risk management. This balanced approach ensures
AI solutions are trustworthy, secure, and compliant,
enabling sustainable innovation while protecting
stakeholder interests through rigorous 'Human-
in-the-Loop' governance for all AI-driven critical
path decisions.

The Newgen Quality System (NQS) and Information
Security Management System (ISMS) define and
enforce enterprise-wide policies, processes, and
controls to safeguard Newgen and customer assets.
These systems ensure the confidentiality, integrity,
and availability of information and information
processing assets, while consistently enhancing
customer satisfaction and operational effectiveness.

13. Audit Reports And Auditors:

Secretarial Auditors and their Report

Based on the recommendation of the Audit
Committee and the Board of Directors, the Members
of the Company at the 33^rd Annual General Meeting
held on 25^th July 2025 approved the appointment
of M/s Kundan Agrawal & Associates, Company
Secretaries (Certificate of Practice No. 8325), as the
Secretarial Auditors of the Company for a period of five
years commencing from the financial year 2025-26
till financial year 2029-30.

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Secretarial Audit Report for the
financial year ended 31^st March 2026, issued by M/s
Kundan Agrawal & Associates, Company Secretaries,
is annexed herewith as Annexure - 4 to this Report.
The said report does not contain any qualification,
reservation, or adverse remark.

Statutory Auditors and their Report

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

Based on the recommendation of the Audit
Committee, the Board of Directors in its meeting
held on 30^th April 2026, has recommended the
re-appointment of M/s Walker Chandiok & Co
LLP, Chartered Accountants (Firm Registration No
001076N/N500013), as the Statutory Auditors of the
Company for the second term of five consecutive
years i.e. to hold office from the conclusion of 34^th
AGM until the conclusion of the 39^th AGM. The
proposed appointment will be placed before the
Members for their approval at 34^th AGM to be held
in the year 2026.

M/s Walker Chandiok & Co LLP, Chartered
Accountants holds a valid Peer Review Certificate
issued by the Institute of Chartered Accountants
of India and has confirmed that they satisfy the
eligibility criteria and are not disqualified from being
reappointed as Statutory Auditors. The Company has
received a written consent and a certificate from the
said Auditors to the effect that their re-appointment,

if made, would be in accordance with the provisions
of Sections 139 and 141 of the Companies Act, 2013
and the rules made thereunder.

There are no qualifications, reservations or adverse
remarks or disclaimers in the Auditor's Report for the
financial year ended 31^st March 2026.

Cost Auditors

In terms of Section 148 of the Act and the
Companies (Cost Records and Audit) Rules, 2014, the
maintenance of Cost Records and requirement of
Cost Audit are not applicable to the Company for the
financial year ended 31^st March 2026.

14. Reporting Of Frauds by Auditors:

During the financial year ended 31^st March 2026, the
Statutory Auditors and Secretarial Auditors of the
Company have not reported any instances of fraud
committed in Company by Company's officers or
employees which are required to be reported to the
Audit Committee under Section 143(12) of the Act.

15. Deposits:

During the financial year 2025-26, the Company has
not accepted any fixed deposit within the meaning of
Section 73 of the Act and the rules made thereunder.

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

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

Pursuant to SEBI Circular No. SEBI/HO/DDRS/
CIR/P/2018/144 dated November 26, 2018, the
Directors confirm that your Company is not identified
as a "Large Corporate” during the year ended 31^st
March 2026 as per the framework provided in the
said Circular. Moreover, your Company has not raised
any funds by issuance of debt securities.

17. Particulars of Contracts or Arrangements
with Related Parties:

There were no contracts or arrangements, or
transactions entered with related parties during
the financial year 2025-26, which were not at
arm's length. There are no material related party
transactions made by the Company with Promoters,
Directors, Key Managerial Personnel ("KMPs”) or
others which may have a potential conflict with the
interest of the Company.

None of the Directors and KMPs has any material
pecuniary relationships or transactions vis-a-vis
the Company except for remuneration paid as per
terms of their respective appointments. A statement
giving details of all related party transactions is
placed before the Audit Committee and the Board
of Directors on a quarterly basis. The disclosure of
related party transactions, as required under Section
134(3)(h) of the Act in Form AOC-2 is enclosed
herewith as "Annexure - 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 athttps://landing.newgensoft.
com/hubfs/ 2020%20Website%20files/IR/Policy-on-
Related-Party-Transaction-2.pdf.

18. Details of CSR Policy And Initiatives taken
during the Financial Year 2025-26:

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 communities, and we actively contribute to the
holistic development of underprivileged children.

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
2025-26, 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://landing.newgensoft.com/
hubfs/ 2020%20Website%20files/IR/Policy-on-
Corporate-Social-Responsibility.pdf.

CSR Awards and Recognition:

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

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

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

a. Details of Conservation of energy.

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

(i) Energy Efficiency Measures:

• Renewable Energy Expansion: We

have steadily expanded our rooftop
solar power initiative across locations
to reduce our carbon footprint and
energy costs. Our total installed
solar capacity is 225KW, across the
following locations:

a) New Delhi office - 19KW

b) Noida office -111 KW

c) Chennai office - 95KW

Our solar plants help us in avoiding
~300 tonnes of CO2 emissions every
year, which is equivalent to planting
~13500 trees annually. Moreover, the
Company is procuring 100% green
power in major offices in Mumbai. The
rented premises in Noida also uses
renewable energy sources.

• Energy and Water Monitoring

System: The Company has installed
Energy and Water Monitoring System
in its Noida office. This helps in bringing
real-time data visibility and optimizing
operations and reducing wastage.

• Increased use of LED lighting: All our

offices have transitioned to LED lights.
Motion & occupancy sensor lights are
installed in common areas, meeting
rooms, and private offices.

• Increased use of Efficient Air
Conditioning System and significant
improvement in indoor air quality.

(ii) Water/ Waste Management Initiatives/

Practices:

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

• Onboarded vendors across locations
for proper segregation, collection,
management and recycling of waste.
Conscious efforts have been made
for minimizing usage of paper and
single-use plastic in office premises.
Stationery made from recycled paper
which can be recycled further has
been introduced in Company's Offices.

• Eco flow water saving tap aerators
in washrooms are installed across
many locations which in turn help
us to reduce our water footprint
significantly. Rejected water from
RO plants are Collected and reusing
within our facilities for tasks such
as mopping and cleaning. In some
facilities, rejected water from RO is
collected and stored in Rainwater
harvesting facility.

• Using Padcare machines across offices
to recycle sanitary pads into sterilized
paper and plastic. Our Mumbai offices
have received Positive workplace
certification from Period Positive
Workplace coalition in recognition
of the outstanding efforts to support
gender equality.

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

• Reduction in food waste in cafeterias
with the help of a sustained campaign
to sensitize employees. Replacing
conventional cutlery with eco¬
friendly alternatives.

The capital investment on energy conservation
equipment's:

During the Financial Year 2025-26, the
Company has invested in the following energy
saving initiatives:

b. Technology Absorption, Adaptation and
Innovation.

Financial Year 2025-26 marked a strategic
inflection point in the technological evolution
of Newgen Software Technologies Limited
as the Company further strengthened its
position as the enterprise orchestration layer
between core business systems, enterprise
content, human decision-making, and next-
generation agentic AI.

As enterprises increasingly seek to
operationalize artificial intelligence at scale,
the Company's strategic focus during the year
was to evolve its orchestration capabilities
beyond traditional process automation toward
intelligent enterprise coordination, enabling
workflows, content, decisions, data, and AI
agents to operate within a unified, governed
execution framework.

Anchored in the Company's Orchestration
Platform and Enterprise Content ORB (ECM), the
Company continued to strengthen its platform
architecture to orchestrate end-to-end business
journeys across disparate enterprise systems,
applications, channels, and data sources;
seamlessly coordinate human-in-the-loop
decisioning with AI-driven recommendations
and autonomous agent execution; and enable
enterprise content, process intelligence,
analytics, business rules, and AI models to
function as a connected decision fabric rather
than isolated capabilities.

The platform was further enhanced to support
real-time event-driven execution, dynamic
workflow adaptation, exception management,
enterprise-grade governance, auditability,
security, and explainability, capabilities that
are critical for large-scale AI adoption in
regulated industries.

This orchestration-first architecture enables
the Company to move beyond task automation
toward enterprise-controlled autonomy,
where business operations are continuously
contextualized, optimized, and intelligently
executed. This strategic positioning strengthens
the Company's competitive differentiation
and creates significant opportunities for
long-term growth across banking, insurance,
government, healthcare, and other content¬
intensive industries.

Technology Absorption

During the year under review, the Company
continued to strengthen its technology
foundation by absorbing and integrating next-
generation capabilities including Generative
AI, AI Agents, Large Language Models (LLMs),
and Retrieval-Augmented Generation
(RAG) into the NewgenONE platform. Key
developments include:

• Launch of DokAxis, a RAG-based enterprise
framework designed to transform
enterprise content into institutional
knowledge layers, enabling context-aware
intelligence, enhanced content discovery,
and improved Al-driven decision-making.

• Introduction of AI Agent Studio, enabling
enterprises to rapidly design, deploy,
and govern intelligent AI agents with
enterprise-grade traceability, auditability,
and control, thereby accelerating workflow
automation, strengthening orchestration
capabilities, and expanding adoption
across complex business scenarios.

• Continued investments in GenAI-enabled
Low-Code Data Science Studio and
Intelligent Document Processing (IDP)
Studio, enabling faster model development,
deployment, and optimization of intelligent
automation use cases.

• Advancement of enterprise content
intelligence through LLM-based semantic
understanding, enabling deeper
contextual interpretation of structured
and unstructured enterprise content,
thereby improving relevance, accuracy,
and decision quality.

These initiatives have significantly enhanced
the intelligence layer across the Company's
orchestration and enterprise content platforms.

Technology Adaptation

The Company focused on adapting these
technologies into production-grade
enterprise deployments, enabling scalable,
secure, and measurable business outcomes
across industries, particularly in regulated
environments. Key adaptations include:

• Content-driven decisioning, wherein AI
models and RAG frameworks are deployed
to analyse enterprise content and support
faster, more accurate decision-making
across processes such as regulatory
workflows, compliance validation,
underwriting, claims processing, and
case management.

• AI-powered knowledge discovery, enabling
users to access precise, contextually relevant
information across large-scale enterprise
content repositories through natural
language search and semantic retrieval,
significantly improving productivity and
reducing information retrieval time.

• Agent-led workflow automation, wherein
enterprise AI agents developed through
AI Agent Studio are automating and
orchestrating operational workflows
including customer onboarding, service
fulfilment, document processing, exception
handling, and operational support.

• Public sector content intelligence
deployments, leveraging Marvin and
RAG-based architectures to enable
cross-departmental content filing
and access, governance, and decision
support under whole-of-government
transformation initiatives.

These adaptations have enabled customers
to improve operational efficiency, accelerate
decision cycles, strengthen compliance
adherence, and reduce dependency on manual
processes, thereby delivering measurable
intrinsic value.

Innovation

Innovation during the year remained focused on
developing differentiated AI-native enterprise
capabilities that strengthen the Company's
competitive positioning and long-term growth
prospects. Key innovation initiatives include:

• Launch of Marvin 3.0, representing a
strategic shift from AI-assisted capabilities

to fully AI-embedded enterprise workflows,
with capabilities spanning natural
language interaction, service orchestration,
AI-driven execution through custom tool
deployment, and MCP-enabled agent
interoperability.

• Evolution of the platform toward
autonomous and semi-autonomous
enterprise operations through agent-
based architectures designed to execute
business processes within governed
enterprise environments.

• Expansion of intelligent content
orchestration capabilities, enabling real¬
time ingestion, contextual understanding,
classification, and decision-centric
processing of enterprise content at scale.

• Continued enhancement of platforms
including LumYn and Harper,
strengthening value realization across
analytics, operational intelligence, and
customer engagement use cases.

• All innovation initiatives continue to be
anchored in responsible AI principles,
with strong emphasis on data privacy,
security, governance, explainability, and
enterprise trust, which remain critical for
large-scale adoption.

Internal Technology Automation and Digital
Transformation

In parallel with product innovation, the

Company's Internal Automation team
continued to drive enterprise-wide digital
transformation by leveraging a combination of
in-house technology capabilities and industry-
standard platforms to build scalable, intelligent,
and data-driven solutions. These initiatives were
focused on enhancing stakeholder experience,
improving operational efficiency, strengthening
process governance, and enabling real-time
visibility for informed decision-making across
the organization.

Product and Platform Modernization

• The underlying technology stack across
corporate applications was modernized
through migration to the latest .NET
Core framework, resulting in improved
scalability, enhanced security posture, and
optimized application performance.

• Corporate application databases were
upgraded from Microsoft SQL Server 2017
to SQL Server 2022, enabling adoption
of advanced database capabilities,

improved performance optimization, and
strengthened resilience.

• Key enterprise business processes were
redesigned and standardized with a
global operating model, driving greater
consistency, governance, and operational
efficiency across geographies.

• Enterprise portals and internal digital
interfaces continued their transition to
the NewgenONE platform integrated
with Marvin GenAI capabilities, enabling
intelligent automation, contextual
assistance, and enhanced user experience.

Cost Optimization and Operational Efficiency

• A digital Performance Management
platform was developed and deployed to
automate the capture, processing, and
analysis of CAP scores and KPI assessments,
significantly reducing manual effort and
improving turnaround time.

• End-to-end automation of critical internal
processes across multiple subsidiaries
was expanded, resulting in improved data
accuracy, process consistency, operational
transparency, and stronger governance.

• Continuous optimization of internal
application services and system architecture
led to measurable improvements in
system performance, service reliability, and
operational stability.

Enterprise Tools and Analytics Enablement

• The Planview platform was successfully
implemented and operationalized to
manage complex enterprise processes
spanning Sales Operations, Project Delivery,
Resource Management, and Invoicing,
enabling improved planning, execution,
and governance.

• Microsoft Power BI was further leveraged
to develop executive dashboards and
management reporting frameworks,
providing real-time visibility and actionable
insights across key business functions,
thereby supporting faster and more
informed strategic decision-making.

These initiatives reflect the Company's
continued commitment to building a digitally
integrated, data-driven, and operationally
resilient enterprise capable of supporting long¬
term growth and scale.

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

c. Research and Development.

At Newgen, research and development is not
a line item; it is a strategic commitment. We
usually invest approximately 10% of our revenues
in R&D, consistent with our sustained focus
on building technology that is both forward¬
looking and practically impactful. This level
of investment reflects our belief that staying
ahead in a rapidly evolving software landscape
requires continuous and deliberate innovation.

Technology & Innovation

Innovation is no longer just a value we aspire
to; it is embedded in how we operate every day.
This year, Artificial Intelligence moved from
being a feature of our products to becoming
a foundation of how we build them. From
the earliest stages of product ideation to
final delivery, AI now shapes our processes,
accelerates our timelines, and sharpens the
quality of what we bring to market.

Our teams, including engineers, product
managers, business analysts, quality assurance
specialists, and cloud architects, work in an
environment where advanced tools are a
natural part of the workflow. GitHub Copilot has
accelerated development cycles and improved
code quality. M365 Copilot has enabled product
managers and business analysts to ideate faster
and deliver with greater precision. Perplexity
has become a go-to resource for deep research,
reducing time-to-insight across functions.

Intellectual Property & Technology Integration

Our R&D investment has produced tangible,
measurable outcomes. To date, Newgen has
been granted 25 patents across India and the
United States out of 67 filings, a reflection of the
depth and originality of our technical work.

Beyond patents, we measure innovation by
the value it creates for our customers. We
have deeply integrated Artificial Intelligence,
Generative AI, and Machine Learning alongside
Robotic Process Automation and Cloud
technologies into our core platform. For our
clients, this translates into faster processing,
smarter automation, more accurate data
insights, and solutions that scale with their
ambitions. Our platform does not just keep
pace with digital transformation; it drives it.

Internal Automation & Process Excellence

We hold ourselves to the same standard
of digital excellence that we set for our
customers. Our internal automation agenda
has progressed meaningfully this year, with
initiatives spanning operations, compliance, and
employee experience.

Key highlights include:

OmniDesk Enhancement: The MS Teams App
now enables employees to raise and process
service requests directly within their existing
workflow, reducing friction and improving
response times.

Portal Modernisation: UI/UX across internal
portals has been significantly revamped,
improving usability, data visibility, and overall
employee productivity.

Newgen ONE and Marvin Adoption: Internal
portals are being migrated to Newgen ONE,
with Generative AI capabilities powered by
Marvin being embedded to unlock new levels of
intelligent automation.

ESG Tracking: An ESG system has been
rolled out to monitor and implement
energy efficiency measures, supporting our
sustainability commitments.

Cross-Subsidiary Automation: Internal

processes across subsidiaries have been
automated with centralised data capture,
improving consistency and governance.

System Performance Optimisation: Ongoing
optimisation of internal systems has delivered
measurable improvements in performance
and reliability.

Looking ahead, we are advancing AI adoption
in two high-impact areas. First, our helpdesk
function will leverage AI for routine query
resolution, reducing response times and
freeing up capacity for complex issues. Second,
our legal team is piloting AI-assisted contract
review to accelerate finalisation timelines and
reduce manual effort.

Enterprise Tools

To support the scale and complexity of our
operations, we continue to invest in best-in¬
class enterprise platforms. Planview is being
implemented to bring greater structure
and visibility to Sales Operations, Project
Management, Resource Planning, and
Invoicing. Microsoft Power BI continues to serve
as our primary business intelligence layer, with
executive dashboards deployed across Senior
Management to support faster, data-driven
decision-making.

d. Foreign Exchange Earnings and Outgo.

20. Risk Management:

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

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

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

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

Cyber Security Incident:

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

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

The Company is committed to develop a culture
of the highest standards of ethical, moral, and
legal business conduct wherein it is open to
communication regarding the Company's business
practices for employees to raise concerns about any
unethical or unacceptable practice and to protect
employees from unlawful victimization, retaliation or
discrimination for their having disclosed or reported

fraud, unethical behaviour, violation of Code of
Conduct, questionable accounting practices,
grave misconduct etc. To implement the above,
the Company has adopted a Whistle Blower Policy
and Vigil Mechanism that provides a framework to
report violations, any unethical behaviour, suspected
or actual fraud, violation of the Code of Conduct,
including providing adequate safeguards against
victimisation. The Code/ Policy provides for adequate
safeguards against victimization of Person 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 2025-26, three complaints
were received through the Whistle Blower
Mechanism, out of which one complaint remained
pending for closure as on 31^st March 2026. However,
as of the date of this report, the pending complaint
have been duly addressed and closed.

During the year under review, one instance of
fraud was reported pursuant to a whistleblower
complaint relating to the recruitment of personnel.
Upon receiving the complaint, the Audit Committee
directed the appointment of an independent external
agency to conduct a comprehensive investigation,
supported by an internal Disciplinary Action
Committee. The investigation revealed unethical
practices involving conflict of interest and collusion
between certain employees and vendors. The total
financial impact of the fraud was determined
at ^55.04 lakhs, which is not material under the
Companies Act, 2013. The employees involved did
not have any role in the Company's internal control
system over financial reporting.

The Company has initiated appropriate disciplinary
and legal action against the employees and
vendor(s) involved, including termination of
employment contracts and filing of requisite
complaints with the relevant authorities. The
contracts with the implicated vendors have also
been terminated on account of material breaches
and ethical violations. The incident revealed certain
deficiencies in the recruitment process controls.
Stricter internal controls and enhanced process
safeguards are being implemented to prevent
recurrence of such incidents, which shall be
periodically reviewed by the Internal Auditors to
evaluate their efficacy.

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

Whistle Blower Policy/ Vigil Mechanism is available
on the website of the Company at:https://landing.
newgensoft.com/hubfs/ 2020%20Website%20
files/IR/Policy%2 0on%2 0Whistleblower%2 0
Mechanism.pdf.

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

23. Web Address for Annual Return:

In terms of Section 92(3) of the Act, and Rule 12 of the
Companies (Management and Administration)

Rules, 2014, the Annual Return of the Company is
available on the website of the Company at:https://
newgensoft.com/Company/investor-relations/
annual-return/.

24. Business Responsibility and Sustainability
Report:

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

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.

25. Corporate Governance:

The report on Corporate Governance as stipulated
under the SEBI Listing Regulations forms an integral
part of this Report and the same is enclosed
herewith as "Annexure - 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.

26. Management Discussion and Analysis:

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

27. Maternity Benefit Compliance Declaration

The Company is complied with the applicable
provisions of the Maternity Benefit Act, 1961 and
the rules made thereunder. The Company is also
committed to supporting its women employees
during pregnancy, childbirth and thereafter,
and endeavours to provide a work environment
that promotes their well-being and continued
professional growth.

The Company further ensures that no employee
faces discrimination or adverse action on
account of maternity.

28. Other Disclosures:

a) As required under Regulation 30A of the
SEBI Listing Regulations, the Company has
to report that it has not been informed by

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

b) Your Company has complied with the provisions,
including those relating to the Constitution of
Internal Complaints Committee, of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed-off during the year 2025-26:

The details related with the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 is set out in the
Corporate Governance Report which forms the
part of this report.

c) There are no significant and material orders
passed by the regulators or courts or tribunal
impacting the going concern status and
the Company's operations in the future.
Further, no application was made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the
financial year 2025-26.

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

e) No case/ complaint was reported under Child
labour/ forced labour/ involuntary labour and
Discriminatory employment related matters in
the financial year 2025-26.

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

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

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 2025-26. We place on record
our appreciation to the contribution made by our employees through their hard work, dedication, competence,
support and co-operation towards the growth of the Company.

For and on behalf of Board of Directors
Diwakar Nigam

Date: 29.05.2026 Chairman & Managing Director

Place: New Delhi DIN: 00263222