Integrated Filing-Governance



General information about company

Scrip Code 540900
NSE Symbol NEWGEN
MSEI Symbol NOTLISTED
ISIN INE619B01017
Name of the entity NEWGEN SOFTWARE TECHNOLOGIES LIMITED
Date of start of financial year 01-Apr-2024
Date of end of financial year 31-Mar-2025
Reporting Quarter Yearly
Date of Quarter Ending 31-Mar-2025
Type of company Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? No
Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity There are no acquisition of shares or voting rights in unlisted companies during the quarter
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? No
Reason For Part D Of Annexure I Disclosure Of Imposition Of Fine Or Penalty Is Not Applicable To The Entity There is not imposition Fine 0r Penalty applicable to the company during the quarter
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? Yes
Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? No
Reason For Part F Of Annexure I Disclosure Of Loans Or Guarantees Or Comfort Letters Or Securities Etc Is Not Applicable To The Entity There are not loans/Guarantees/Comfort letters/Securities applicable to the company
Risk management committee Yes
Market Capitalisation as per immediate previous Financial Year Top 500 listed entities
Is SCORE ID Available ? Yes
SCORE Registration ID COMZ00178
Reason For No SCORE ID
Type of Submission Original
Remarks (website dissemination)
Remarks for Exchange (not for Website Dissemination)



Annexure I
Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO Yes Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 Mr. DIWAKAR NIGAM AAYPN4523F 00263222 Executive Director Chairperson related to Promoter MD 12-Oct-1954 No Active NA 01-Apr-1993 01-Jun-2024 1 0 1 0
2 Mr. VARADARAJAN TIRUMALAI SUNDARAJA IYENGAR AAAPV0113H 00263115 Executive Director Not Applicable 05-May-1952 No Active NA 05-Jun-1992 01-Jun-2024 1 0 1 0
3 Mrs. PRIYADARSHINI NIGAM ADHPN2807J 00267100 Executive Director Not Applicable 26-Mar-1957 No Active NA 20-Sep-1997 01-Jun-2024 1 0 0 0
4 Mr. SAURABH SRIVASTAVA ABEPS3593H 00380453 Non-Executive - Independent Director Not Applicable 04-Mar-1946 No Active Yes 23-Jun-2022 30-Aug-2017 30-Aug-2022 91.1 1 1 1 0
5 Mr. SUBRAMANIAM RAMNATH IYER AALPS1474R 00524187 Non-Executive - Independent Director Not Applicable 27-Jan-1958 No Active NA 22-Nov-2017 22-Nov-2022 88.9 1 1 2 2
6 Mrs. PADMAJA KRISHNAN AAFPK4363D 03155610 Non-Executive - Independent Director Not Applicable 24-May-1956 No Active NA 24-Mar-2020 24-Mar-2025 60.7 1 1 1 0
7 Mr. SUDHIR KUMAR SETHI ABYPS2407A 00058105 Non-Executive - Independent Director Not Applicable 17-Feb-1958 No Active NA 30-Jul-2024 30-Jul-2024 8.1 1 1 0 0



Annexure 1

II. Composition of Committees
Disclosure of notes on composition of committees explanatory



Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00380453 SAURABH SRIVASTAVA Non-Executive - Independent Director Member 18-Sep-2017
2 00524187 SUBRAMANIAM RAMNATH IYER Non-Executive - Independent Director Chairperson 21-Nov-2017
3 03155610 PADMAJA KRISHNAN Non-Executive - Independent Director Member 09-Jul-2024



Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00524187 SUBRAMANIAM RAMNATH IYER Non-Executive - Independent Director Chairperson 22-Nov-2017
2 00380453 SAURABH SRIVASTAVA Non-Executive - Independent Director Member 18-Sep-2017
3 03155610 PADMAJA KRISHNAN Non-Executive - Independent Director Member 09-Jul-2024



Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00524187 SUBRAMANIAM RAMNATH IYER Non-Executive - Independent Director Chairperson 22-Nov-2017
2 00263222 DIWAKAR NIGAM Executive Director Member 14-Jun-2017
3 00263115 VARADARAJAN TIRUMALAI SUNDARAJA IYENGAR Executive Director Member 14-Jun-2017



Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 03155610 PADMAJA KRISHNAN ID Chairperson 25-May-2021
2 00263222 DIWAKAR NIGAM ED Member 25-May-2021
3 00524187 SUBRAMANIAM RAMNATH IYER ID Member 25-May-2021
4 99999999 VIRENDER JEET CHIEF EXECUTIVE OFFICER Member 25-May-2021
5 99999999 SURENDER JEET RAJ EVP GLOBAL BUSINESS STRATEGY AND HR Member 25-May-2021



Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 15-Oct-2024 Yes 7 7 4
2 20-Jan-2025 96 Yes 7 7 4
3 21-Mar-2025 59 Yes 7 7 4



Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 AC 15-Oct-2024 Yes 3 3 3 0
2 AC 20-Jan-2025 96 Yes 3 3 3 0
3 AC 21-Mar-2025 59 Yes 3 3 3 0
4 NRC 15-Oct-2024 Yes 3 3 3 0
5 NRC 20-Jan-2025 96 Yes 3 3 3 0
6 RMC 15-Oct-2024 Yes 3 3 2 2
7 RMC 21-Mar-2025 156 Yes 3 3 2 2



Annexure 1
VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here:



Annexure 1
Sr Subject Compliance status
1 Name of signatory Aman Mourya
2 Designation Company Secretary and Compliance Officer



Details of Cyber security incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter $intratedCg.get("CG_YN_$!integratedFillingMasterDto.cgMasterVO.whthrCyberSecIncdntDrngQrtr")
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr Date of the event Brief details of the event



Additional Half yearly Disclosure
Applicability of disclosure
Reason for Non Applicability
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(D) Additional Information
II. Affirmations
Affirmations Compliance Status Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.
Name
Designation $intratedCg.get("CG_DESIGNATION_$!integratedFillingMasterDto.cgMasterVO.anx4Designation")
Place
Date



Signatory Details
Name of signatory Aman Mourya
Designation of person Company Secretary and Compliance Officer
Place New Delhi
Date 16-Apr-2025


Investor Grievance Details
No. of investor complaints pending at the beginning of Quarter 0
No. of investor complaints received during the Quarter 0
No. of investor complaints disposed off during the Quarter 0
No. of investor complaints those remaining unresolved at the end of the Quarter 0


Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies-
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below
Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies
Sr. No. Name of the unlisted company in which shares or voting rights have been acquired Date of acquisition Aggregate holding (% shares or voting rights) as at the end of the previous quarter % shares or voting rights acquired during the quarter Aggregate holding (% shares or voting rights) as at the end of the quarter


Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:
Any Other Information for Disclosure of Imposition of Fine or Penalty
Sr. No. Name of the authority Nature and details of the action(s) taken or order(s) passed Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority Details of the violation(s)/ contravention(s) committed or alleged to be committed Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible


Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr. No. Name of the opposing party Date of initiation of the litigation / dispute Status of the litigation / dispute as per last disclosure Current status of the litigation / dispute
1 CIT(Appeal) Income Tax 29-Sep-2023 Pending for Hearing before CIT(A) Pending for Hearing before CIT(A)
2 CIT(Appeal) Income Tax 30-Dec-2023 Pending for Hearing before CIT(A) Pending for Hearing before CIT(A)