Newgen Software Technologies Limited — AGM Information 2022

Jun 23, 2022

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Newgen Software Technologies Limited

CIN: L72200DL 1992PLC049074, E-44/13, Okhla Phase II, New Delhi 110020, India Tel: +91 11 46533200, 26384060, 26384146 Fax: +91 11 26383963

Date: 23[rd] June 2022

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001	To, National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra- Kurla Complex Bandra (E), Mumbai – 400051
Ref.: Newgen Software Technologies Limited (NEWGEN/INE619B01017) Scrip Code-540900	Ref.: Newgen Software Technologies Limited (NEWGEN/INE619B01017)

Sub.: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 Ref.: Proceedings of the 30[th] Annual General Meeting of the Company

Dear Sir/ Ma'am,

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith copy of the proceedings of the 30[th] Annual General Meeting of the Members of the Company held on Thursday, 23[rd] June 2022 at 11:00 A.M. (IST) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) facility in accordance with the relevant circulars issued by Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”).

The same will be made available on the Company’s website at: https://newgensoft.com/

This is for your kind information and record.

Thanking you. For Newgen Software Technologies Limited

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Aman Mourya Company Secretary

Encl. : a/a

Registered Office: A-6, Satsang Vihar Marg, Qutab Institutional Area, New Delhi 110067, India Tel: +91 11 40770100, 26964733, 26963571 Fax: +91 11 26856936 info@newgensoft.com www.newgensoft.com

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SUMMARY OF PROCEEDINGS OF THE 30[TH ] ANNUAL GENERAL MEETING OF NEWGEN SOFTWARE TECHNOLOGIES LIMITED.

The 30[th] Annual General Meeting (“AGM”) of the Members of Newgen Software Technologies Limited (the “Company”) was held on Thursday, 23[rd] June 2022 at 11:00 A.M. (IST) through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) facility.

The meeting commenced at 11:00 A.M. (IST) and concluded at 11:45 A.M. (IST) (including time allowed for Insta-poll e-voting at the AGM).

Mr. Aman Mourya, Company Secretary extended a warm welcome to the Members of the Company and confirmed that:

1. 107 Members attended the AGM through VC. No requests for representation on behalf of Body Corporates were received by the Company.

2. All the Directors of the Company including the Chairman of Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee were present at the meeting.

3. Mr. Virender Jeet, Chief Executive Officer (CEO), Mr. Tarun Nandwani, Chief Operating Officer (COO) and Mr. Arun Kumar Gupta, Chief Financial Officer (CFO) of the Company were present at the meeting.

4. The respective representatives of the Statutory Auditors, Secretarial Auditors and Scrutinizer were also present at the meeting.

The statutory registers under the Companies Act, 2013 and other documents and certificates as referred in the Notice of the AGM were made available in the electronic form to every member for inspection.

Mr. Diwakar Nigam, being the Chairman of the Board, took the chair and after ascertaining that the requisite quorum was present, he called the meeting to order. The Chairman welcomed the members and delivered his speech (the speech delivered by the Chairman at the AGM is enclosed with this proceeding for the purpose of information).

Mr. Aman Mourya, Company Secretary was authorized by the Chairman to declare the voting results and simultaneously to submit with the Stock exchanges and the website of the Company.

It was informed to the members that the Statutory Auditor’s Reports on the Annual Financial Statements of the Company for the Financial Year ended 31[st] March 2022 and Secretarial Auditor’s Report for the said period do not contain any qualifications, observations, adverse remarks or comments on financial transactions or matters, which have effect on the functioning of the Company. The Notice of the AGM and Board’s Report were taken as read by the members of the Company. The members joining the meeting through VC, who had not cast their vote by means of Remote e-voting were also provided the option to exercise their right to vote through e- voting facility provided at the AGM.

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Thereafter, the following items of businesses as set out in the Notice convening the 30[th] AGM dated 27[th] May 2022 were transacted at the meeting:

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S. Particulars Type of Mode of Remarks
No. Resolution Voting
1. To receive, consider and adopt the Audited Ordinary Remote e- Scrutinizer’s
Standalone Financial Statements of the voting prior Report on
Company for the Financial Year ended 31 [st] and during the voting results
March 2022 and the Reports of the Board AGM awaited.
of Directors and Auditors thereon.
2. To receive, consider and adopt the Audited Ordinary Remote e- Scrutinizer’s
Consolidated Financial Statements of the voting prior Report on
Company for the Financial year ended 31 [st] and during the voting results
March 2022 and the report of Auditors AGM awaited.
thereon.
3. To declare a Dividend of Rs. 4.50 /- per Ordinary Remote e- Scrutinizer’s
Equity share having Face value of Rs. 10/- voting prior Report on
each of the Company for the Financial Year and during the voting results
ended 31 [st] March 2022. AGM awaited.
4. To appoint a director in place of Mr. Ordinary Remote e- Scrutinizer’s
Diwakar Nigam (DIN: 00263222), who voting prior Report on
retires by rotation and is eligible, offers and during the voting results
himself for re-appointment. AGM awaited.
5. To re-appoint Mr. Saurabh Srivastava Special Remote e- Scrutinizer’s
(DIN: 00380453) as a Non-Executive voting prior Report on
Independent Director of the Company for and during the voting results
the second term of five (5) years. AGM awaited.
6. To re-appoint Mr. Subramaniam Ramnath Special Remote e- Scrutinizer’s
Iyer (DIN: 00524187) as a Non-Executive voting prior Report on
Independent Director of the Company for and during the voting results
the second term of five (5) years. AGM awaited.
7. To approve Newgen Software Special Remote e- Scrutinizer’s
Technologies Limited Employees Stock voting prior Report on
Option Scheme– 2022. and during the voting results
AGM awaited.
8. To Approve grant of stock options to the Special Remote e- Scrutinizer’s
employees of group Company including voting prior Report on
subsidiary Companies or its associate and during the voting results
Company, in India or outside India of the AGM awaited.
Company under Newgen Software
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	Technologies Limited Employees Stock Option Scheme–2022.
9.	To Approve the acquisition of equity shares by way of secondary acquisition under Newgen Software Technologies Limited Employees Stock Option Scheme–2022.	Special	Remote e- voting prior and during the AGM	Scrutinizer’s Report on voting results awaited.
10.	To Approve for provision of money by the Company for purchase of its own shares by the trust / trustees for the benefit of employees under Newgen Software Technologies Limited Employees Stock Option Scheme–2022.	Special	Remote e- voting prior and during the AGM	Scrutinizer’s Report on voting results awaited.
11.	To Approve the amendment in the Newgen Software Technologies Limited Employees Stock Option Scheme – 2014 (“Newgen ESOP Scheme 2014”).	Special	Remote e- voting prior and during the AGM	Scrutinizer’s Report on voting results awaited.
12.	To Approve for amendment in the Newgen RSU Scheme 2021.	Special	Remote e- voting prior and during the AGM	Scrutinizer’s Report on voting results awaited.

Some of the members expressed their views, as a registered speaker, in the meeting. After responding to the questions/ clarification sought by the speakers, it was announced that Insta-Poll e-voting window will remain open for 15 minutes after the completion of proceedings of the AGM. It was also informed to the members in the meeting that the results of Remote e-voting and InstaPoll e-voting at the AGM shall be submitted to the Stock Exchanges, on receipt of the consolidated Scrutinizer’s Report and will also be placed on the website of the Company within prescribed timeline.

The Chairman concluded the meeting with a vote of thanks to the members of the Board for their presence in the AGM and the Members for their continued support and faith in the organization.

Thanking you.

For Newgen Software Technologies Limited

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Aman Mourya Company Secretary

Date: 23.06.2022 Place: Delhi

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CHAIRMAN’S SPEECH

As we close 2021-22, we complete 30 years of our journey in product innovation and helping our customers with their digital transformation needs. The last 30 years have been a testimony of our product capabilities, and the dedication and hard work of our leadership team and employees. We have consistently focussed on serving our customers with quality solutions and implementations. This has resulted in building strong and lasting relationships across industries with our customers.

The last year laid the foundation for some very important initiatives that will take Newgen to its next level. It marked the streamlining of the management structure with the appointment of Virender Jeet as Chief Executive Officer and Tarun Nandwani as Chief Operating Officer. These changes are focussed on creating a sustainable, growth-oriented, and future-ready organization.

We are happy to close the year with strong growth on both the top-line and bottom line. We have been able to achieve a smooth transition from license to cloud and subscription revenues, that are more long-term and multi-year in nature, along with accomplishing growth. Our revenues grew to Rs 779 crores, amounting to 16% YoY growth.

Our cloud and subscription revenues, continue to grow at a faster rate and witnessed a growth of 23% during the year. We reported a Profit after Tax of Rs 164 crores. We have been generating healthy operating cash flows in business. As of March 31, 2022, our cash, bank balance, deposits and investments put together amount to Rs 462 crores. The next phase of Newgen’s journey will be led by AI/ML led digital automation for enterprises.

We will continue to make disciplined investments to work towards our global expansion, improve our go-to-market, and expand our platform capabilities to address the market opportunity.

As we embark on our next journey, I would like to thank our customers, employees, analysts, and investors for their continuous support, feedback and suggestions in this journey. This helps us in constantly improving and evolving ourselves. We are looking forward to another exciting year

Dividend:

I am also pleased to inform you that considering the Company’s financial performance, the Board of Directors of your Company has proposed to declare a Dividend of Rs. 4.50/- per equity share i.e., 45% for the Financial Year 2021-22.

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