Company Profile

Attached disclosure for increase the ESOP Pool size under Newgen Software Technologies Limited Employees Stock Option Scheme -2022

Inter alia, approved:- 1. Recommended a final dividend of Rs. 4/- (four) per equity share (on face value of Rs. 10/- each on the expanded capital base post bonus issue of 1:1) i.e. 40% on a face value of Rs. 10/- per share, for the year ended 31st March 2024 subject to the approval of the Shareholders at the forthcoming Annual General Meeting (?AGM?) of the Company 2. On the recommendation of Nomination & Remuneration Committee, the Board approved increasing the ESOP Pool size of ?Newgen Software Technologies Limited Employee Stock Option Scheme-2022 (?Newgen ESOP Scheme-2022?), from the existing 28,00,000 (TwentyEight Lakhs) equity shares to 42,00,000 (Forty-Two lakhs) equity shares subject to the approval of the Shareholders at the forthcoming AGM of the Company. 3. On the recommendation of Nomination & Remuneration Committee, the Board approved the grant of 1,91,400 options under the Newgen ESOP Scheme -2022 to its identified employees. 4. Re-appointment of Executive Directors 5. On the recommendation of Nomination & Remuneration Committee, the Board approved the re-appointment and payment of remuneration of Mr. Diwakar Nigam (DIN: 00263222) as Chairman & Managing Director of the Company for a further period of 5 (Five) years effective from 1st June 2024 to 31st May 2029, subject to the approval of the Shareholders at the forthcoming AGM of the Company. The required details in this regard as per SEBI Listing Regulations are enclosed herewith as Annexure-II. 6. On the recommendation of Nomination & Remuneration Committee, the Board approved the re-appointment and payment of remuneration of Mr. T.S. Varadarajan (DIN: 00263115) as Whole-time Director of the Company for a further period of 5 (Five) years effective from 1st June 2024 to 31st May 2029, subject to the approval of the Shareholders at the forthcoming AGM of the Company. The required details in this regard as per SEBI Listing Regulations are enclosed herewith as Annexure-II. 7. On the recommendation of Nomination & Remuneration Committee, the Board approved the re-appointment and payment of remuneration of Mrs. Priyadarshini Nigam (DIN: 00267100) as Whole-time Director of the Company for a further period of 5 (Five) years effective from 01st June 2024 to 31st May 2029, subject to the approval of the Shareholders at the forthcoming AGM of the Company. The required details in this regard as per SEBI Listing Regulations are enclosed herewith as Annexure-II. Mr. Diwakar Nigam and Mrs. Priyadarshini Nigam are related to each other. Mrs. Priyadarshini Nigam, Whole-time Director of the Company, is the spouse of Mr. Diwakar Nigam, Chairman & Managing Director of the Company. Re-appointment of Internal & Secretarial Auditors 8. On the recommendation of Audit Committee, the Board of Directors of the Company at its meeting has inter-alia approved: - (a) Re-appointment of PricewaterhouseCoopers Services LLP (LLPIN (Registration Number): AAI-8885) for conducting an Internal Audit of the Company for the Financial year 2024-2025. The required details in this regard as per SEBI Listing Regulations are enclosed herewith as Annexure-II (b) Re-appointment of M/s Aijaz & Associates, Practicing Company Secretaries (C.P. No. 7040), for conducting Secretarial Auditor of the Company for the Financial Year 2024-2025.

Inter alia, approved:- 1. Recommended a final dividend of Rs. 4/- (four) per equity share (on face value of Rs. 10/- each on the expanded capital base post bonus issue of 1:1) i.e. 40% on a face value of Rs. 10/- per share, for the year ended 31st March 2024 subject to the approval of the Shareholders at the forthcoming Annual General Meeting (?AGM?) of the Company 2. On the recommendation of Nomination & Remuneration Committee, the Board approved increasing the ESOP Pool size of ?Newgen Software Technologies Limited Employee Stock Option Scheme-2022 (?Newgen ESOP Scheme-2022?), from the existing 28,00,000 (TwentyEight Lakhs) equity shares to 42,00,000 (Forty-Two lakhs) equity shares subject to the approval of the Shareholders at the forthcoming AGM of the Company. 3. On the recommendation of Nomination & Remuneration Committee, the Board approved the grant of 1,91,400 options under the Newgen ESOP Scheme -2022 to its identified employees. 4. Re-appointment of Executive Directors 5. On the recommendation of Nomination & Remuneration Committee, the Board approved the re-appointment and payment of remuneration of Mr. Diwakar Nigam (DIN: 00263222) as Chairman & Managing Director of the Company for a further period of 5 (Five) years effective from 1st June 2024 to 31st May 2029, subject to the approval of the Shareholders at the forthcoming AGM of the Company. The required details in this regard as per SEBI Listing Regulations are enclosed herewith as Annexure-II. 6. On the recommendation of Nomination & Remuneration Committee, the Board approved the re-appointment and payment of remuneration of Mr. T.S. Varadarajan (DIN: 00263115) as Whole-time Director of the Company for a further period of 5 (Five) years effective from 1st June 2024 to 31st May 2029, subject to the approval of the Shareholders at the forthcoming AGM of the Company. The required details in this regard as per SEBI Listing Regulations are enclosed herewith as Annexure-II. 7. On the recommendation of Nomination & Remuneration Committee, the Board approved the re-appointment and payment of remuneration of Mrs. Priyadarshini Nigam (DIN: 00267100) as Whole-time Director of the Company for a further period of 5 (Five) years effective from 01st June 2024 to 31st May 2029, subject to the approval of the Shareholders at the forthcoming AGM of the Company. The required details in this regard as per SEBI Listing Regulations are enclosed herewith as Annexure-II. Mr. Diwakar Nigam and Mrs. Priyadarshini Nigam are related to each other. Mrs. Priyadarshini Nigam, Whole-time Director of the Company, is the spouse of Mr. Diwakar Nigam, Chairman & Managing Director of the Company. Re-appointment of Internal & Secretarial Auditors 8. On the recommendation of Audit Committee, the Board of Directors of the Company at its meeting has inter-alia approved: - (a) Re-appointment of PricewaterhouseCoopers Services LLP (LLPIN (Registration Number): AAI-8885) for conducting an Internal Audit of the Company for the Financial year 2024-2025. The required details in this regard as per SEBI Listing Regulations are enclosed herewith as Annexure-II (b) Re-appointment of M/s Aijaz & Associates, Practicing Company Secretaries (C.P. No. 7040), for conducting Secretarial Auditor of the Company for the Financial Year 2024-2025.

Final Dividend & Employees Stock Option Plan & Audited Results

Final Dividend & Employees Stock Option Plan & Audited Results