Dear Members,

The Board of Directors ("Board") have immense pleasure in presenting the 34 th Annual Report on Business and Operations of your Company Newgen Software Technologies Limited ("the Company" or "Newgen") along with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31 st March 2026.

1. Company's Affairs and Financial Performance:

Newgen orchestrates intelligent enterprises at scale. The NewgenONE Platform unifies content, processes, and communications into an orchestration layer where intelligence is embedded into how enterprises operate, with trust, governance, and control built in. Newgen has been at the forefront of transforming businesses for around 500 active customers. With a marquee clientele from across the globe including India, USA, Canada, UAE, Saudi Arabia, UK, Philippines, Indonesia, Singapore and Australia, the Company offers enterprise solutions tailored to the needs of different business verticals. Newgen has emerged as a preferred partner for leading banks, insurance firms, healthcare organisations, governments, telecom companies, shared service centres and BPOs worldwide. Complex industry-specific vertical solutions and use cases can be built on our low-code horizontal platforms, from onboarding to service requests, lending to underwriting, and many more. For more details, kindly refer to the Management Discussion and Analysis Report highlighting the important aspects of the business of the Company as annexed to this Report. Key highlights of the Financial Results of the Company prepared as per the Indian Accounting Standards (Ind-AS) for the financial year ended 31 st March 2026 are as under. Wherever applicable, the Consolidated Financial Statements are also being presented in addition to the Standalone Financial Statements of the Company.

(Rs. in Lakh)

On a consolidated basis, the Company's revenue from operations stood at H 1,57,439.56 lakh reflecting an increase of 5.89 % in the financial year 2025-26 as against H 1,48,687.92 lakh in the financial year 2024-25.

Consolidated Profit after Tax for the financial year 2025-26 stood at H 30,057.64 lakh as against H 31,524.24 lakh in the previous financial year, reflecting a decrease of 4.65%. The decline is attributable to the exceptional items aggregating to H 4,342.65 lakh arising on account of the impact of Labour Codes and provision for legal claim.

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

There have been no occurrences of any material changes and commitments, which affect the financial position of the Company, as reported above, between the end of the financial year to which the Financial Statements relate and the date of this Report. There is no change in the nature of business of the Company during the financial year 2025-26.

3. Industry overview:

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

4. Transfer to General Reserve:

Your directors have decided not to transfer any amount to the general reserve during the financial year 2025-26.

5. Dividend:

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

The Company has formulated a Dividend Distribution Policy, which includes the circumstances under which the member may/may not expect dividends, the financial parameters, internal and external factors, utilization of retained earnings, parameters with regard to different classes of shares. The provisions of this Policy are in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the Policy is available on the website of the Company at https://newgensoft.com/Company/investor-relations/dividend-distribution-policy/. Pursuant to applicable SEBI circulars, with effect from 01 st April 2024, dividend to shareholders holding securities in physical form is paid only through electronic mode, subject to furnishing of valid bank details and completion of KYC formalities. In cases where the required details are not available, the Company is unable to process such payments, and the amounts are handled in accordance with applicable provisions of law.

The Details of unpaid and unclaimed dividend amounts, related to earlier years, lying with the Company is uploaded on Company's website at https://newgensoft.com/company/investor-relations /#corporate-governance and IEPF Authority website at http://www.iepf.gov.in/. Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("Act"), those dividend amounts which have remained unpaid or unclaimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are required to be transferred to the Investor Education and Protection Fund ("IEPF") established pursuant to Section 125 of the Act. Members are requested to note that no claims shall lie against the Company in respect of the dividend/shares if any transferred to IEPF.

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

In the interest of the shareholders, the Company shall send periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard shall also be published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website. The details of unclaimed dividends and shares transferred to IEPF during financial year 2025-26 are as follows:

The contact details of the Nodal Officer, Mr. Aman Mourya, Company Secretary of the Company, as required under the provisions of IEPF rules, are available on the website of the Company at https://newgensoft.com/Company/investor-relations/#contact. During the Financial Year 2025-26, the Company undertook various initiatives under the "Saksham Niveshak - 100 Days Campaign" launched by the Investor Education and Protection Fund Authority for KYC and related updation of shareholder records and to minimise transfer of unpaid/ unclaimed dividends to the IEPF.

The key initiatives undertaken by the Company included the following:

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

KYC updation requests sent to shareholders through email and physical letters

Newspaper advertisement published for investor awareness

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

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

6. Subsidiary Companies:

As on 31 st March 2026, the Company had eight wholly - owned subsidiaries, as below. There has been no material change in the nature of the business of these subsidiaries in the financial year 2025-26.

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

2. Newgen Software Technologies Pte. Ltd. (Incorporated in Singapore)

3. Newgen Software Technologies Canada Ltd. (Incorporated in Canada)

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

5. Newgen Software Technologies Pty Ltd. (Incorporated in Australia)

6. Newgen Computers Technologies Limited. (Incorporated in India)

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

8. Newgen Software Technologies Company Limited (Incorporated in Saudi Arabia).

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

There are no companies that have become or ceased to be subsidiaries, associates, or joint ventures of the Company during the financial year 2025-26. The Consolidated Financial Statements of the Company for the financial year ended 31 st March 2026 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors' Report thereon form part of this Board Report. The statement containing salient features of the Financial Statement of subsidiaries is enclosed herewith in form AOC-1 as " Annexure -1 " to this Report.

Financial Statements of the aforesaid subsidiary companies are kept open for inspection by the Members at the Registered Office of the Company during business hours on all days except Saturday

& Sunday up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or to the Compliance Officer of the Company. The financial statements of the subsidiaries including the Consolidated Financial Statements and all other documents required by law to be attached thereto have also been uploaded on the website of the Company 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. As per the materiality policy, Newgen Software Inc. incorporated in USA is our material subsidiary Company. Provisions to the extent applicable under the SEBI Listing Regulations with reference to other subsidiary companies has been duly complied. Minutes of the Board meetings of subsidiary companies (including its material subsidiary) were placed annually before the Board of Directors.

7. Capital Structure:

Authorized Share Capital as on 31 st March 2026

As on 31 st March 2026, the Authorised share capital of the Company is H 180,10,00,000 (Rupees One Hundred Eighty Crore and Ten Lakh only) divided into 16,81,00,200 (Sixteen Crore Eighty One Lakh and Two Hundred) Equity Shares of H 10 each (Rupees

Ten only), aggregating to Rs. 168,10,02,000/- (Rupees One Hundred Sixty-Eight Crore Ten Lakh and Two Thousand only) and 1,19,99,800 (One Crore Nineteen Lakh Ninety Nine Thousand Eight Hundred) preference shares of H 10/- (Rupees Ten only) each aggregating to Rs. 11,99,98,000/- (Rupees Eleven Crore Ninety Nine Lakh and Ninety Eight Thousand Only). During the financial year under review there was no change in the Authorized Share Capital of the Company.

Paid up Equity Share Capital as on 31 st March 2026

As on 31 st March 2026, the Issued, Subscribed and Paid up share capital of the Company is Rs. 142,31,77,870 (Rupees One Hundred Forty Two Crore

Thirty One Lakh Seventy Seven Thousand and Eight Hundred Seventy) divided into 14,23,17,787 (Fourteen Crore Twenty Three Lakh Seventeen Thousand Seven Hundred Eighty Seven) Equity Shares of face value of H 10/- (Rupees Ten only) each.

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

Newgen ESOP Trust under the Newgen Software Technologies Limited Employee Stock Option Scheme, 2022 and 1,00,000(One Lakh) equity shares of face value Rs. 10 each to the Newgen ESOP Trust under the Newgen Employee Stock Option Scheme, 2014. These allotments resulted in an increase in the paid-up share capital of the Company to Rs. 142,31,77,870 (Rupees One Hundred Forty-Two Crore Thirty-One Lakh Seventy-Seven Thousand Eight Hundred Seventy). The Equity Shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India (NSE).

8. Employee Share Based Scheme:

As on 31 st March 2026, the Company has in place following Schemes: -

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

The details on Options granted, exercised, vested and lapsed, if any, during the financial year 2025-26 and other particulars as required under the Act, read with its rules and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect to this Scheme are enclosed herewith as " Annexure - 2 " to this Report

. b) Newgen Software Technologies Limited Employees Stock Option Scheme-2022 ("Newgen ESOP Scheme 2022"): The details on Options granted, exercised, vested and lapsed, if any, during the financial year 2025-26 and other particulars as required under the Act, read with its rules and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect to this Scheme are enclosed herewith as " Annexure - 2A " to this Report. c) Newgen Software Technologies Restricted Stock Units Scheme - 2021 ("Newgen RSU 2021 Scheme"): The details on Options granted, exercised, vested and lapsed, if any, during the financial year 2025-26 and other particulars as required under the Act, read with its rules and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect to this Schemeareenclosedherewithas" Annexure-2B " to this Report.

9. Credit Rating and Liquidity:

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

Our principal sources of liquidity are existing cash and cash equivalents and the cash flow that we generate from our operations. The Company follows a moderate investment policy and invests in high-quality Equity, hybrid, debt instruments and bonds. As on 31 st March 2026, on a standalone basis, cash and cash equivalents were Rs. 3,588.12 Lakh and in addition to that H 70,307.70 Lakh was invested in mutual funds & bonds and Rs. 27,196.96 Lakh in current and non-current fixed deposits with Banks and NBFC.

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

10 . Directors and Key Managerial Personnel:

The Company has a professional Board with an optimum combination of executive and non-executive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interests of stakeholders.

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

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

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

Key managerial personnel

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

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

Declaration of Independence by Independent Directors

During the year under review, all Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. The Independent Directors have also given declaration(s) of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board of Directors, all the Independent Directors have relevant integrity, skills, expertise, experience and proficiency.

Board and Committee Meetings

The number and dates of meetings of the Board and its Committees are set out in the Corporate Governance Report which forms the part of this Report. The intervening gap between Board Meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI Listing Regulations.

The Composition of Audit Committee and other Statutory Committees constituted by the Board under the provisions of the Act, & SEBI Listing Regulations along with number and dates of meetings of such committees are set out in the Corporate Governance Report which forms part of this Report.

All the recommendations by the Audit Committee and other Statutory Committees during financial year were accepted by the Board of Directors.

The salient features of the Remuneration policy and criteria for selection of candidates for appointment as Directors and Senior Management Personnel.

The Company has in place a Nomination & Remuneration Policy of Directors and key Managerial and Senior Management Personnel which is framed with the object of attracting, retaining, and motivating talent that is required to run the Company successfully. It primarily lays down a framework in relation to the appointment, remuneration and performance evaluation of the

Directors, Key Managerial Personnel (KMP), and Senior Management Personnel as well as provide guidance to the Board of Directors (Board) and Nomination & Remuneration Committee (NRC) in relation to appointment/ removal to the said positions, which has been approved by the Board of Directors. The key objectives and purposes of the Policy inter alia are: a) Formulating the criteria for determining qualifications, positive attributes, and independence of a Directors including Key Managerial Personnel and recommending to the Board a policy/ framework relating to the remuneration of Directors, Key Managerial Personnel, Senior Management Personnel, and other employees. b) To provide guidance to the Board and the Committee in relation to the appointment/ removal of Directors, Key Managerial Personnel, and Senior Management Personnel. c) Formulating the criteria for evaluation of the performance of the Chairperson, Independent Directors, non-Independent Directors, and the Board of Directors as a whole. d) To devise a policy on diversity of the Board of Directors and to build a Succession Plan for appointment to the Board of Directors, KMPs, and Senior Management Personnel. e) To retain, motivate and promote talent and to ensure long-term retention of talented managerial persons and create competitive advantage.

Nomination & Remuneration Policy on Directors' appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided under section 178(3) of the Act, is available on the website of the Company at https://landing. newgensoft.com/hubfs/2020%20Website%20files/ IR/doc00744720230509144545.pdf.

Board effectiveness: a) The interaction with Senior Management

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

b) Familiarization program for Independent Directors:

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

The Board carries out annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its various Committees as mandated under the Act and the SEBI Listing Regulations. The details of training and familiarisation programs and the annual evaluation process for directors, Board, and its committees are set out in the Corporate Governance Report which forms part of this Report.

11. Internal Control Systems and their Adequacy:

The Company generally has in place a robust system of internal controls to ensure that all assets are safeguarded and protected against loss from any unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly. Based on the framework of internal financial controls and compliance systems established and maintained by the Company and the work performed by the internal, statutory and secretarial auditors, external consultants, including but not limited to the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that adequacy of the Company's internal financial controls are commensurate with the nature and size of the Company and were effective during the financial year 2025-26.

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

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

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

Newgen's journey in quality and information security began in 1997 and reflects a long-standing focus on adopting and institutionalising globally recognised industry standards. The organisation has implemented ISO 9001, SW CMM Development, ISO 27001, ISO 27017, CMMI, ISO 27018, SOC 1 Type

2, SOC 2 Type 2, and PCI-DSS, and has further strengthened its security maturity by adopting CMMI Security during FY 2025-26. This milestone reinforces Newgen's commitment to embedding security engineering, governance, and risk management practices across the entire product and service lifecycle. These certifications collectively underscore an enduring emphasis on system-driven, transparent, and continually improving processes, with a secure-by-design and quality-first philosophy at their core. Newgen policies and practices are aligned with global data protection and privacy regulations, such as GDPR and HIPAA, ensuring the protection of personal data and respect for individual privacy rights across our business operations and technology platforms.

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

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

13. Audit Reports And Auditors:

Secretarial Auditors and their Report

Based on the recommendation of the Audit Committee and the Board of Directors, the Members of the Company at the 33 rd Annual General Meeting held on 25 th July 2025 approved the appointment of M/s Kundan Agrawal & Associates, Company Secretaries (Certificate of Practice No. 8325), as the Secretarial Auditors of the Company for a period of five years commencing from the financial year 2025-26 till financial year 2029-30. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the financial year ended 31 st March 2026, issued by M/s Kundan Agrawal & Associates, Company Secretaries, is annexed herewith as Annexure - 4 to this Report. The said report does not contain any qualification, reservation, or adverse remark.

Statutory Auditors and their Report

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No 001076N/ N500013), were appointed at the 29 th AGM to hold office as statutory auditors till the conclusion of the 34 th AGM of the Company. Based on the recommendation of the Audit Committee, the Board of Directors in its meeting held on 30 th April 2026, has recommended the re-appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No 001076N/N500013), as the Statutory Auditors of the Company for the second term of five consecutive years i.e. to hold office from the conclusion of 34 th AGM until the conclusion of the 39 th AGM. The proposed appointment will be placed before the Members for their approval at 34 th AGM to be held in the year 2026.

M/s Walker Chandiok & Co LLP, Chartered Accountants holds a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India and has confirmed that they satisfy the eligibility criteria and are not disqualified from being reappointed as Statutory Auditors. The Company has received a written consent and a certificate from the said Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013 and the rules made thereunder.

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

Cost Auditors

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

14. Reporting Of Frauds by Auditors:

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

15. Deposits:

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

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

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

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

17. Particulars of Contracts or Arrangements with Related Parties:

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

None of the Directors and KMPs has any material pecuniary relationships or transactions vis-à-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 2025-26:

Company's CSR Policy is established by the Board of Directors with the recommendation of the CSR Committee. Corporate Social Responsibility (CSR), for Newgen, for creating greater good and having a holistic social impact and inclusive development. CSR is an integral part of our Company's culture, rooted in our values as an organization. Newgen is committed for making a meaningful contribution towards the nation's social, economic, and environmental goals. The objective of the CSR Policy is to make CSR a key process for the sustainable development of communities, and we actively contribute to the holistic development of underprivileged children. The CSR policy lays down the principles/ process for the identification, selection, and implementation of CSR activities & programs keeping in mind the Company's CSR vision. It also provides the framework to monitor & evaluate the CSR activities & programs in accordance with the provisions of the Act. Further brief outline on the initiatives undertaken by the Company on CSR activities during the financial year 2025-26, is enclosed herewith as " Annexure - 6 ". Other details regarding Company's CSR activities and CSR Policy are available on the website of the Company at: https://landing.newgensoft.com/ hubfs/_2020%20Website%20files/IR/Policy-on-Corporate-Social-Responsibility.pdf.

CSR Awards and Recognition:

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

Award Name Theme Award sponsor

Making India Employable Corporate Excellence - Education & Organised by TeamLease EdTech Conference and Awards - MIECA Employability

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

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

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

(i) Energy Efficiency Measures:

Renewable Energy Expansion: We have steadily expanded our rooftop solar power initiative across locations to reduce our carbon footprint and energy costs. Our total installed solar capacity is 225KW, across the following locations: a) New Delhi office - 19KW b) Noida office -111KW c) Chennai office - 95KW Our solar plants help us in avoiding 300 tonnes of CO2 emissions every year, which is equivalent to planting 13500 trees annually. Moreover, the Company is procuring 100% green power in major offices in Mumbai. The rented premises in Noida also uses renewable energy sources.

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

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

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

(ii) Water/ Waste Management Initiatives/ Practices:

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

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

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

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

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

with the help of a sustained campaign to sensitize employees. Replacing conventional cutlery with eco-friendly alternatives.

The capital investment on energy conservation equipment's:

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

b. Technology Absorption, Adaptation and Innovation.

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

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

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

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

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

Technology Absorption

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

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

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

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

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

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

Technology Adaptation

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

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

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

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

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

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

Innovation

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

Launch of Marvin 3.0, representing a strategic shift from AI-assisted capabilities to fully AI-embedded enterprise workflows, with capabilities spanning natural language interaction, service orchestration, AI-driven execution through custom tool deployment, and MCP-enabled agent interoperability.

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

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

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

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

Internal Technology Automation and Digital Transformation

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

Product and Platform Modernization

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

Corporate application databases were upgraded from Microsoft SQL Server 2017 to SQL Server 2022, enabling adoption of advanced database capabilities, improved performance optimization, and strengthened resilience.

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

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

Cost Optimization and Operational Efficiency

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

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

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

Enterprise Tools and Analytics Enablement

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

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

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

Information in case of imported technology (imports during the last five years) - Not applicable c. Research and Development.

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

Technology & Innovation

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

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

Intellectual Property & Technology Integration

Our R&D investment has produced tangible, measurable outcomes. To date, Newgen has been granted 25 patents across India and the United States out of 67 filings, a reflection of the depth and originality of our technical work. Beyond patents, we measure innovation by the value it creates for our customers. We have deeply integrated Artificial Intelligence, Generative AI, and Machine Learning alongside Robotic Process Automation and Cloud technologies into our core platform. For our clients, this translates into faster processing, smarter automation, more accurate data insights, and solutions that scale with their ambitions. Our platform does not just keep pace with digital transformation; it drives it.

Internal Automation & Process Excellence

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

Key highlights include:

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

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

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

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

Cross-Subsidiary Automation: Internal processes across subsidiaries have been automated with centralised data capture, improving consistency and governance.

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

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

Enterprise Tools

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

d. Foreign Exchange Earnings and Outgo.

( H in Lakh)

20 . Risk Management:

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

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

Risk Management policy is available on the website of the Company at: https://landing.newgensoft. com/hubfs/_2020%20Website%20files/IR/Risk-Management-Policy.pdf.

Cyber Security Incident:

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

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

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

During the financial year 2025-26, three complaints were received through the Whistle Blower Mechanism, out of which one complaint remained pending for closure as on 31 st March 2026. However, as of the date of this report, the pending complaint have been duly addressed and closed.

During the year under review, one instance of fraud was reported pursuant to a whistleblower complaint relating to the recruitment of personnel. Upon receiving the complaint, the Audit Committee directed the appointment of an independent external agency to conduct a comprehensive investigation, supported by an internal Disciplinary Action Committee. The investigation revealed unethical practices involving conflict of interest and collusion between certain employees and vendors. The total financial impact of the fraud was determined at _55.04 lakhs, which is not material under the Companies Act, 2013. The employees involved did not have any role in the Company's internal control system over financial reporting.

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

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

Whistle Blower Policy/ Vigil Mechanism is available on the website of the Company at: https://landing. newgensoft.com/hubfs/_2020%20Website%20 files/IR/Policy%20on%20Whistleblower%20 Mechanism.pdf.

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

23. Web Address for Annual Return:

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

24. Business Responsibility and Sustainability Report:

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

Business responsibility and sustainability report describing the initiatives taken by the Company from an environmental, social and governance perspective, in the format as specified by SEBI is enclosed herewith as " Annexure - 7 " to this Report.

25. Corporate Governance:

The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms an integral part of this Report and the same is enclosed herewith as " Annexure - 8 " to this Report. The requisite compliance certificate from the Secretarial Auditor confirming compliance with the conditions of Corporate Governance is also attached to the Corporate Governance Report.

26. Management Discussion and Analysis:

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

27. Maternity Benefit Compliance Declaration

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

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

28. Other Disclosures: a) As required under Regulation 30A of the SEBI Listing Regulations, the Company has to report that it has not been informed by any shareholders, promoters, promoter group entities, related parties, directors, KMPs or employees of the Company, who are purported to be parties to any agreements specified in Clause 5A of Paragraph A of Part A of Schedule III of the SEBI Listing Regulations, of having entered into any agreement or have signed any agreement to enter into such agreement to which the Company is not a party as at the end of the financial year. The Company further reports that there is no such agreement of the nature mentioned above that subsists on the date of coming into effect of the SEBI (LODR) (Second Amendment) Regulations, 2023. b) Your Company has complied with the provisions, including those relating to the Constitution of Internal Complaints Committee, of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

The details related with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is set out in the Corporate Governance Report which forms the part of this report. c) There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and the Company's operations in the future. Further, no application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2025-26. d) The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof. - Not Applicable e) No case/ complaint was reported under Child labour/ forced labour/ involuntary labour and Discriminatory employment related matters in the financial year 2025-26. f) The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

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

29. Directors' Responsibility Statement:

In terms of Section 134(5) of the Act, the Directors would like to state that: I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

30 . Cautionary Statements:

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

31. Appreciation:

Your directors take this opportunity to thank all the members, customers, vendors, investors, bankers and other stakeholders for their confidence and continued support during the financial year 2025-26. We place on record our appreciation to the contribution made by our employees through their hard work, dedication, competence, support and co-operation towards the growth of the Company.

For and on behalf of Board of Directors