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

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

1. Company's Affairs and Financial
Performance:

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

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

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

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

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

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

3. Industry overview:

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

4. Transfer to General Reserve:

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

5. Dividend:

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

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://newgensoft.com/company/investor-relations/
dividend-distribution-policy/.

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

Pursuant to the provisions of Section 124 of the
Companies Act, 2013 ("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 will be
transferred to IEPF time to time.

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

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

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

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

6. Subsidiary Companies:

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

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

2. Newgen Software Technologies Pte. Ltd.

(Incorporated in Singapore)

3. Newgen Software Technologies Canada Ltd.

(Incorporated in Canada)

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

5. Newgen Software Technologies Pty Ltd.

(Incorporated in Australia)

6. Newgen Computers Technologies Limited.

(Incorporated in India)

7. Newgen Software Technologies L.L.C.

(Incorporated in Dubai)

8. Newgen Software Technologies Company

Limited (Incorporated in Saudi Arabia).

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

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

The Consolidated Financial Statements of the Company
for the financial year ended 31^st March 2025 are prepared
in compliance with the applicable provisions of the
Act, including Indian Accounting Standards specified
under Section 133 of the Act. The audited Consolidated
Financial Statements together with the Auditors' Report
thereon form part of this Board Report. The statement
containing salient features of the Financial Statement
of subsidiaries is enclosed herewith in form AOC-1 as
“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://newgensoft.com/
company/investor-relations/disclosures-under-
regulation-46-of-sebi/.

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

7. Capital Structure:

Authorized Share Capital as on 31^st March 2025

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

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

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

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

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

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

8. Employee Share Based Scheme:

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

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

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

c) Newgen Software Technologies Restricted
Stock Units Scheme - 2021 (“Newgen RSU
2021 Scheme”): 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.

9. Credit Rating and Liquidity:

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

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

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

10. Directors and Key Managerial Personnel:

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

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

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

Based on the recommendation of Nomination
& Remuneration Committee (NRC), the Board of
Directors (the “Board”), by way of circulation on
30^th July 2024, had approved the appointment
of Mr. Sudhir Kumar Sethi (DIN: 00058105) as an
Additional Director in the category of Non-Executive
Independent Director of the Company in accordance
the Companies Act, 2013 (“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
Special Resolutions, through Postal Ballot procedure
for appointment of Mr. Sudhir Kumar Sethi (DIN:
00058105), as an Independent Director of the
Company for the first term of five (5) years with for a
period of Five (5) consecutive years with effect from
30^th July 2024, not liable to retire by rotation.

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

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

Key managerial personnel

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

The details required pursuant to sub-section 12
of Section 197 of the Act read with Rule 5 of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and SEBI
Listing Regulations in respect of employees of the
Company, are enclosed herewith as "Annexure -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 talent that is required
to run the Company successfully. It primarily lays
down a framework in relation to the appointment,
remuneration and performance evaluation of the
Directors, Key Managerial Personnel (KMP), and
Senior Management Personnel as well as provide
guidance to the Board of Directors (Board) and
Nomination & Remuneration Committee (NRC)
in relation to appointment/ removal to the said
positions, which has been approved by the Board
of Directors. The key objectives and purposes of the
Policy inter alia are:

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

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

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

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

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

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

Board effectiveness:

a) Familiarization program for Independent
Directors:

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

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

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

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

H. Internal Control Systems and their
Adequacy:

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 2024-25.

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

12. Quality Systems & Information Security
Initiative and Compliance:

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

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

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

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

13. Audit Reports And Auditors:

Secretarial Auditors and their Report

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

Appointment of new Secretarial Auditor

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

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

• a Secretarial Audit firm, who is a "Peer
Reviewed Company Secretary” as Secretarial
Auditor for not more than two terms of five
consecutive years,

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

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

Statutory Auditors and their Report

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 2025.

Cost Auditors

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

14. Reporting Of Frauds by Auditors:

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

15. Deposits:

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

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

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

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

17. Particulars of Contracts or Arrangements
with Related Parties:

There were no contracts or arrangements, or
transactions entered with related parties during
the financial year 2024-25 , which were not at
arm's length. There are no material related party
transactions made by the Company with Promoters,
Directors, Key Managerial Personnel ("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 at https://landing.newgensoft.
com/hubfs/ 2020%20Website%20files/IR/Policy-on-
Related-Party-Transaction-2.pdf.

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

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

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

CSR Awards and Recognition:

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

(ii) Water/ Waste Management Initiatives/
Practices:

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

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

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

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

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

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

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

b. Technology Absorption, Adaptation and
Innovation.

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

Technology Absorption

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

• GenAI-infused Low Code Data Science
Studio and IDP Studio

• AI-enhanced process modeling, dashboards,
communications, and case handling

• Deep content understanding through
LLMs trained on enterprise documents

Technology Adaptation

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

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

• ECM transformed into intelligent knowledge
engines with NLP-powered search

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

Innovation

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

• LumYn: A Growth Intelligence Platform

combining machine learning and GenAI

for hyper-personalized insights

• Harper: A Conversion Intelligence

Platform optimizing contact center and
sales workflows

• Real-time content ingestion, content

creation, and content-led decision¬

making solutions

All innovation is anchored in Trust: secure

deployment, private data handling, and
explainable AI decisions.

Regional Adaptation & Innovation Impact

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

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

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

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

• APAC: Adoption of IDP and explainable AI
models in government

Industry Outcomes

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

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

• Healthcare: Provider lifecycle

automation with faster onboarding and
better compliance

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

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

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

- Not applicable

c. Research and Development.

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

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

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

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

1. Product Improvement:

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

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

• Processes are redesigned with
Global mindset.

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

2. Automation of Process:

• ESG system rolled out for tracking

and implementing energy

efficiency measures.

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

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

3. Standard Tools:

• "Planview” is being implemented for
managing complex processes around
Sales Operations, Project, Resource
management & Invoicing.

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

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

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

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

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

Cyber Security Incident:

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

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

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

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

Brief note of the complaints received:

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

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

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

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

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

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

23. Web Address for Annual Return:

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

24. Business Responsibility and Sustainability
Report:

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. Other Disclosures:

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

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

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

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

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

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

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

28. Directors' Responsibility Statement:

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

would like to state that:

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

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

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

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

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

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

29. Cautionary Statements:

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

30. Appreciation:

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

For and on behalf of Board of Directors
Diwakar Nigam

Date: 27.05.2025 Chairman & Managing Director

Place: New Delhi DIN: 00263222