Newgen Software Director Discussions


Dear Members,

The Board of Directors are pleased to present 31st 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 31st March 2023.

1. Companys Affairs and Financial Performance:

Newgen Software Technologies is the provider of an enterprise-wide unified digital transformation platform for automating the end-to-end process and comprehensively managing content and communications. This is backed by AI-based cognitive capabilities, strong governance and a robust integration ecosystem. The companys core platforms include Contextual Content Services (ECM), Low Code Process Automation

(BPM), Omni channel Customer Engagement (CCM) and Artificial Intelligence Cloud. Globally, many enterprises successfully employ Newgens industry-recognized low code application platform to develop and deploy complex, content-driven, and customer-engaging business applications on the cloud. For more details, kindly refer the Management Discussion and Analysis Report highlighting the important aspects of the business of the Company as annexed with 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 31st March 2023 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)

Particulars

Standalone

Consolidated

Financial Year 2022-23 Financial Year 2021-22 Financial Year 2022-23 Financial Year 2021-22

Revenue from Operations

88,780.06 71,078.57 97,397.88 77,896.15

Other Income

3,314.48 2,993.38 3,398.57 2,991.20

Total Income

92,094.54 74,071.95 100,796.45 80,887.35

Operating Expenditure

69,073.22 52,966.60 76,176.39 58,429.80

Profit/ loss before Depreciation, Finance Costs, Exceptional items and Tax Expense

23,021.32 21,105.35 24,620.06 22,457.55

Less: Depreciation/ Amortisation/ Impairment

1,916.84 1,532.43 2,466.91 1,763.03

Less: Finance Costs

387.31 317.79 425.10 349.16

Profit /loss before Exceptional items and Tax Expenses

20,717.17 19,255.13 21,728.05 20,345.36

Add/(less): Exceptional items

- - - -

Profit /loss before Tax Expense

20,717.17 19,255.13 21,728.05 20,345.36

Less: Provision for Current Tax

3,929.82 3,090.56 4,359.92 3,369.64

Less: Provision for deferred tax (creditj/charge

(202.01) 565.32 (258.40) 554.25

Profit after Tax (A)

16,989.36 15,599.25 17,626.53 16,421.47

Total Comprehensive Income/Loss (B)

(224.66) (268.34) 520.87 (72.13)

Total (A+B)

16,764.70 15,330.91 18,147.40 16,349.34

Balance of profit /loss for earlier years

56,797.94 43,647.14 60,342.22 46,362.60

Less: Dividend paid on Equity Shares during the year for the previous financial year

3,148.01 2,448.45 3,148.01 2,448.45

Add: Adjustment of deferred tax

- - -

Profit available for Appropriation

70,639.29 56,797.94 74,820.74 60,342.22

Balance carried to Balance Sheet

70,639.29 56,797.94 74,820.74 60,342.22

• On a consolidated basis, the Companys revenue from operations stood at 97,397.88 lakh reflecting an increase of 25.04 % in the financial year 2022-23 as against 77,896.15 lakh in the financial year 2021-22.

• The Company reported EBITDA (adjusted for other income) of 21,221.49 lakh in the financial year 2022-23, which is 9.02% more than 19,466.35 lakh in the financial year 2021-22.

• Consolidated Profit after Tax for the year stood at 17,626.53 lakh compared to 16,421.47 Lakh reflecting an increase of 7.34 % in the financial year 2022-23.

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 2022-23.

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 2022-23.

5. Dividend:

Considering the Companys financial performance, and the dividend policy of the Company, your Board of Directors has recommended a payment of dividend at a rate of Rs 5/-per equity share (i.e., 50 % on the paid-up capital of the Company) for the financial year ended 31st March 2023 (dividend declared in previous year was Rs 4.5 per equity share i.e. 45 %), 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 31st Annual General Meeting of the Company ("AGM”). The total outgo for such a dividend will amount to Rs 3,497.79 Lakh.

The Company has formulated a Dividend Distribution Policy, which includes the circumstances under which the member may/ may not expect dividend, 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 ("SEBIListing 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 with earlier years, lying with the Company is uploaded on Companys website at https://newgensoft.com/company/investor- relations/#corporate-governance and IEPF Authority website at http://www.iepf.gov.in/

Pursuant to the provisions of Section 124 of the Companies Act, 2013("Act”), those dividend

amounts which have remained unpaid or unclaimed for a period of seven consecutive years are required to be transferred to the Investor Education and Protection Fund ("IEPF”)established pursuant to Section 125 of the Act. As on 31st March 2023, no such unpaid or unclaimed dividend amount is required to be transferred to IEPF. The contact details of the Nodal Officer, Mr. Aman Mourya, Company Secretary of the Company, as required under the provisions of IEPF rules, are available on the website of the Company at https://newgensoft. com/company/investor-relations/#contact.

6. Subsidiary companies:

As on 31st March 2023, 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 2022-23.

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. Number Theory Software Private Limited. (Incorporated in India).

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

During the year, the Company incorporated in Dubai its Subsidiary Newgen Software Technologies L.L.C. on 15th June 2022. There are no associate companies or joint venture Companies within the meaning of Section 2(6) of the Act.

Status update on Merger

The Board of Directors at its meeting held on 03rd May 2022 approved the Scheme of Merger of Number Theory Software Private Limited with the Company. Accordingly, the companies filed the petitions before the Honble National Company Law Tribunal (NCLT), New Delhi. The petitions are pending for final hearing as on the date of this Report.

There are no companies that have become or ceased to be the subsidiary, associate or joint venture of the Company during the financial year 2022-23.

The Consolidated Financial Statements of the Company for the financial year ended 31st March 2023 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 forms 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 have adopted a Policy for determining Material Subsidiary. The policy on Material Subsidiary has been uploaded on the website of the Company at https://newgensoft. com/wp-content/uploads/2 021/06/Policv-for- determining-Material-Subsidiaries-1-1.pdf.

7. Capital structure:

During the financial year 2022-23, the authorized share capital of the Company remains unchanged. During the financial year, the Company has not issued any shares or convertible securities. The issued, subscribed and paid-up equity share capital of the Company stand at T 69,95,57,010 divided into 6,99,55,701 equity shares of Rs 10/- each, as on 31st March 2023.

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

8. Employee Share Based Scheme:

As on 31st March 2023, the Company has in place following Schemes: -

a) Newgen Employees Stock Option Scheme-2014 ("Newgen ESOP 2014”). Newgen ESOP 2014 is administered by the Nomination & Remuneration Committee of the Board, through Newgen ESOP Trust. The details on Options granted, exercised, vested and lapsed during the financial year 202223 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 2022”). Newgen ESOP 2022 is administered by the Nomination & Remuneration Committee of the Board, through Newgen ESOP Trust. The details on Options granted, exercised, vested and lapsed during the financial year 2022-23 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”). Newgen RSU-2021 is also operated and administered by the Nomination & Remuneration Committee of the Board, through Newgen RSU Trust. 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 from CRISIL Limited during the financial year 2022-23 for bank facilities is CRISIL A1 for the short term.

Our principal sources of liquidity are existing cash and cash equivalents and the cash flow that we generate from our operations. The Company follows a conservative investment policy and invests in high-quality debt instruments and bonds. As on 31st March 2023, on a standalone

basis, cash and cash equivalents were T 4,626.36 Lakh and in addition to that T 13,138.80 Lakh was invested in mutual funds & bonds and T 27,623.81 Lakh in current and non-current fixed deposits with Banks and NBFC.

As of 31st March 2023, on a consolidated basis, cash and cash equivalents were T 10,802.06 Lakh and in addition to that T 13,138.80 Lakh was invested in mutual funds & bonds and 32,044.74 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 nonexecutive 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 interest of stakeholders.

At the 30th Annual General Meeting of the Company held on 23rd June 2022 the shareholders approved the reappointment of Mr. Saurabh Srivastava (DIN: 00380453) and Mr. Subramaniam Ramnath Iyer (DIN: 00524187) as an Independent Director for a second term of five years w.e.f. 30th August 2022 and 22nd November 2022 respectively.

In accordance with Section 152 of the Act, Ms. Priyadarshini Nigam (DIN:00267100), who has been longest in the office, is liable to retire by rotation at the ensuing 31st Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her appointment for the approval of the members of the Company in the ensuing 31st AGM.

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

Declaration of Independence by Independent Directors.

During the year under review, all Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBIListing 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 the part of this Report.

All the recommendations by the Audit Committee and other statutory committees were accepted by the Board of Directors.

Salient feature 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 Nomination & Remuneration of Directors, Key Managerial and Senior Management Personnel which is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully. It primarily lays down a framework in relation to remuneration of the Directors, Key Managerial Personnel (KMP), 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 Director and recommend to the Board a policy/ framework relating to the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, and other employees.

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

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

d) To devise a policy on diversity of 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 retension of talented managerial persons and create competitive advantage.

Companys 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://newgensoft. com/wp-content/uploads/2018/03/Nomination- and-Remuneration-Policy.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 Companys business model, industry, the risks and opportunities, the 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 programmes and annual evaluation process for directors, Board and its Committees are set out in the Corporate Governance Report which forms the part of this Report.

11. 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, the work performed by the internal, statutory and secretarial auditors and external consultants, including 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 the Companys internal financial controls were adequate and effective during the financial year 2022-23.

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

12. Quality Systems & Information Security Initiative:

Newgen has sustained its commitment to the highest levels of quality, robust information security and privacy management practices that have collectively helped in achieving a significant milestone during the financial year 2022-23. Newgens 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, ISO 27001, ISO 27017, ISO 27018, SOC 1 Type 2, SOC 2 Type 2 and CMMI Dev 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.

13. Audit Reports And Auditors:

Secretarial Auditor and their Report.

The Board of Directors of your Company in its meeting held on 18th October 2022 re-appointed M/s Aijaz & Associates, Company Secretaries in Practice, as Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st March 2023, is enclosed herewith as “Annexure-4” to this Report. The Secretarial Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remarks.

Statutory Auditors and their Report.

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No 001076N/ N500013), have been appointed at the 29th AGM to hold office as statutory auditors till the conclusion of the 34th AGM of the Company. There are no qualifications, reservation or adverse remarks or disclaimer in the Auditors Report for the financial year ended 31st March 2023.

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 31st March 2023.

14. Reporting Of Frauds By Auditors:

During the financial year 2022-23, the internal Auditors, statutory auditors and the secretarial auditors have not reported to the Audit Committee under sub-section (12) of section 143 of the Act, any instances of fraud committed against the Company by its officers or employees.

15. Deposits:

During the financial year 2022-23, 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. 14 and 43).

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 2022-23, which were not at arms length basis. 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 at large. None of the Directors and KMPs has any material pecuniary relationships or transactions vis-a-vis the Company except remuneration 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://newgensoft. com/wp-content/uploads/2 021/06/Policy-on- Related-Party-Transaction-2.pdf.

18. Details of CSR Policy And Initiatives taken during the Financial Year 2022-23:

Companys CSR Policy is established by the Board of Directors with the recommendation of the CSR Committee. Corporate social responsibility (CSR), for Newgen, goes beyond charity and volunteering. CSR is an integral part of our Company culture, rooted in our values as an organization. Newgen is committed to make efforts for the nations social, economic, and environmental good. Objective of the CSR Policy is to make CSR a key business process for the sustainable development of whole communities. We aim to actively contribute to the holistic development of underprivileged children. Our efforts are concentrated on raising the human development index in India specifically by enhancing childrens quality of education and life. The CSR policy lays down the principles/ process on identification, selection, implementation of CSR activities & programmes keeping in mind the Companys CSR vision. It also provides the framework to monitor & evaluate the CSR activities & programmes 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 2022-23, is enclosed herewith as “Annexure-6”. Other details regarding Companys CSR activities and CSR Policy are available on the website of the Company at: https://newgensoft.com/companv/corporate- social-responsibilitv/

19. Conservation of Energy, Technology

Absorption and Foreign Exchange

Earnings And Outgo:

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

a. Details of Conservation of energy.

The Company is committed to conserve the environment by adopting the "Go Green Initiatives” and being responsible for energy and water management in its area of operations and perform energy efficiency by consuming energy and water in an efficient, economical and environment friendly manner throughout all its premises. The operations of your Company do not consume high levels of energy. As the cost of energy consumed by your Company forms a very small portion of the total costs, the impact of changes in energy cost on total costs is not significant. Your Company is on a constant look out for newer and efficient energy conservation technologies and introduces them appropriately. Following initiatives have been taken by the Company time to time.

• Adequate measures have been taken to conserve energy by using energy-efficient computers, LED lightings and related equipments with the latest technologies.

• Installation of PNG Genset capacity of 125 KVA for emergency efficiency.

• Installation of Solar panel for renewable energy.

• Installed a PNG Gas pipeline in the office kitchen/cafeteria.

• Wastewater from the RO plant is being recycled to conserve water.

• Continuous monitoring of floor areas after normal working hours and switching off lights and air-conditioning.

• Installation of chillers graded with VFD in HVAC plant to Substantially reduce energy consumption has commenced.

• Installation of auto controls over running hours of some AC equipments in areas like Hub Rooms, UPS Rooms, Cafeteria, Audi, etc has been done.

b. Technology Absorption, Adaptation and Innovation.

The Company realises the importance of innovation and constant improvement in key areas of business. We are focused on driving innovation and adopting solutions in line with rapidly evolving technological trends. Our

inherent culture of innovation has enabled us to develop a track record of product innovation, expand the range of our offerings and improve the delivery of our products and services. We have a dedicated team of skilled individuals with technical background and domain expertise in each of our industry verticals with a focus on evolving technologies. These teams follow a structured innovation and solutions development process and work with delivery functions to identify the key concerns of our customers and generate solutions, ideas and concepts to address such concerns.

Newgen continually invests in research and development related to the technologies that power digital transformation for organizations. As of 31st March 2023 Newgen has been granted 23 patents across India and US. Newgen, with its integrated, robust, and scalable digital automation platform, continues to enable its customers by helping them deliver process and content applications—ranging from simple and wide to deep and complex. The platform, with low code development capability, leverages our industry-recognized products - low code process automation (BPM), contextual content services (ECM), omnichannel customer engagement (CCM) and Artificial Intelligence cloud— to manage enterprise-wide processes, content, and communications. Newgen focuses on advanced application design and development capabilities to strengthen its offering, while also continuously enhancing its deployment technology stack, enabling compliance, security, and scalability for enterprise needs. In line with changing market requirements, we continually develop new business capabilities/modules/products to cater the ever-changing business needs.

The Company acquired an AI/ML data science platform company, Number Theory Software Private Limited, in the financial year 202122. With this acquisition, Newgen will further enhance its low code digital transformation platform, NewgenONE, making it well- positioned to deliver cloud-native AI/ML capabilities to every enterprise

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 and related product opportunities. For fiscal 2023 and 2022 the Company spent 12.38% and 13.14% 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 preferences and requirements. The Company believes that emphasis on R&D has enabled us to remain up-to-date with the technological developments, as well as to cater to the evolving needs of our customers.

d. Foreign Exchange Earnings and Outgo.

(in Lakh)

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://newgensoft.com/wp- content/uploads/2021/06/Risk-Management- Policy.pdf.

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 Companys 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 2022-23, One case was reported under Whistle Blower Policy of the Company which was related to HR and the same has already been closed -

S.

No.

Category No. of complaints pending as on 1st April 2022 Number of Complaints filed during the year Number of complaints pending as on 31st March 2023 Brief matter of complaints Any order passed by the internal Committee or any other authority

1.

Complaint through Whistle Blower Mechanism Nil 1 Nil HR Related NA

 

31st March 31st March

Particulars

2023 2022

Foreign Exchange Earnings

58,164.35 49,768.08

Foreign Exchange Outgo

16,107.30 9,886.33

20. Risk Management:

The Board of Directors of the Company have constituted a Risk Management Committee to, inter-alia, assist the Board in overseeing the responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environmental risks. 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

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:// newgensoft.com/wp-content/uploads/investor/ 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 Companys Operations in Future:

Nil

23. Web Address for Annual Return:

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

24. Business Responsibility and Sustainability Report:

At a time and age when enterprises are increasingly seen as critical components of the social system, they are accountable not merely to their shareholders from a revenue and profitability perspective but also to the larger society which is also its stakeholder. The Business responsibility and sustainability report seeks disclosure on the performance of the Company against nine principles of the "National Guidelines on Responsible Business Conduct (NGRBCs). As per the SEBI Circulars, effective from the financial year 2022-23, filing of BRSR is mandatory for the top thousand listed companies by market capitalisation and your company covered under the top thousand listed companies.

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

b) There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and the Companys 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 2022-23.

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

d) No case/ complaint was reported under Child labour/ forced labour/ involuntary labour and Discriminatory employment related matters in the financial year 2022-23.

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

f) During the year, the Company has shifted its registered office from A-6 Satsang Vihar Marg, Qutab Institutional Area, New Delhi - 110067 to E-44/13, Okhla Phase - II, New Delhi - 110020with effect from 18th October 2022.

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 Boards Report and the Management Discussion & Analysis Report describing the Companys 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 202223. 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: 02.05.2023

Chairman & Managing Director

Place: New Delhi

DIN: 00263222