Newgen Software Technologies Ltd

Dear Members,

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 AI-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.

(Rs in Lakh)

On a consolidated basis, the Company's revenue from operations stood at H1,48,687.92 lakh reflecting an increase of 19.54 % in the financial year 2024-25 as against H 1,24,382.86 lakh in the financial year 2023-24.

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/Company/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/Policy-for-determining-Material-Subsidiaries-1-1.pdf.

7. Capital Structure:

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.

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 H 10/- 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 H 27,871.31 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 H 39,273.93 Lakh in current and non-current fixed deposits with Banks and NBFC.

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.

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.

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.

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. co m / h u b f s / _ 2 0 2 0 % 2 0 We b s i t e % 2 0 f i l e s / I R / doc00744720230509144545.pdf.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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-?-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.

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://landing.newgensoft.com/hubfs/_2020%20Website%20 files/IR/Policy-on-Corporate-Social-Responsibility.pdf.

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

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.

Newgen is committed to conserving the environment by adopting the "Go Green 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: -

Solar Power Expansion: A 19 KW-3 phase Rooftop solar power system is already functional at our Delhi office with a Net metering system. During the year, the Company has also installed in-house 80KW solar power capacity in Noida location and 40 KW in Chennai office. Together, they have generated 125MWH units of solar power. The rented premises in Noida also uses renewable energy sources.

Increased use of LED lighting: Majority of the offices have transitioned to LED lights. Motion & occupancy sensor lights are installed in common areas, meeting rooms, and private offices.

Implementation of an efficient air conditioning system in Mumbai office resulting in efficient utilization.

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.

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.

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

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 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.

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: AI-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

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

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.

(Rs in Lakh)

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-Policy.pdf.

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

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.

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.

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/.

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.

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.

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.

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.

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.

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 cooperation towards the growth of the Company.