Newgen Software Technologies Limited — M&A Activity 2022

Jan 18, 2022

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Newgen Software Technologies Limited

CIN: L72200DL1992PLC049074

Regd. Office: A-6, Satsang Vihar Marg, Qutab Institutional Area, New Delhi - 110 067, INDIA Email: corpmktg@newgensoft.com URL: https://newgensoft.com Tel.: (+91)-11-4077 0100, (+91)-11-2696 3571, 2696 4733, Fax: (+91)-11-2685 6936

Date: 18[th] January 2022

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001	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.: Acquisition of Number Theory Software Private Limited, an AI/ML data science platform Company Ref.: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir/ Ma’am,

We would like to inform you that: -

• a) the Board of Directors of the Company at its meeting held today has approved the acquisition of Number Theory Software Private Limited (“ Target Company ”) as a wholly owned subsidiary company i.e., purchase of 100% of the paid-up equity shares of Number Theory Software Private Limited from its existing shareholders, viz. Tarun Gulyani and Rajan Nagina subject to the completion of customary conditions precedent as stated in the Share Purchase Agreement (“ SPA ”).

• b) the Company, pursuant to the approval of the Board, today, has also executed the SPA with the Target Company and the existing promoters of the Target Company i.e., Tarun Gulyani and Rajan Nagina.

Post completion of the afore-mentioned acquisition that is subject to customary conditions precedent, the Target company will become a wholly owned subsidiary of the Company.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/ 4/2015 dated 9[th] September 2015 are given in Annexure - I to this letter

Thanking you. For Newgen Software Technologies Limited AMAN Digitally signed by AMAN MOURYA MOURYA Date: 2022.01.18 13:07:26 +05'30' Aman Mourya Company Secretary

Encl.: a/a

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Annexure-I

Detail of Acquisition (including agreement to acquire)

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S. No. Particulars Details
a) Name of the target entity, details in Number Theory Software Private Limited (“ Target
brief such as size, turnover etc. Company ”).
Incorporation Date: 8 [th] January 2016
Turnover of the Target Company for the financial
year ended 31 [st] March 2021 was INR 3.32 Cr.
b) Whether the acquisition would fall This acquisition does not fall within related party
within related party transaction(s) and transactions.
whether the promoter/promoter group/
group companies have any interest in Promoters/ Promoter Group/ Group Companies of
the entity being acquired? the Company do not have any interest in the said
investment.
If yes, nature of interest and details
thereof and whether the same is done at The transaction is being concluded at arm’s length
“arm’s length” basis.
c) Industry to which the entity being The Target Company is in the IT industry.
acquired belongs
d) Objects and effects of acquisition Strongly complements Newgen’s low code
(including but not limited to, disclosure approach and extends the same to the area of data
of reasons for acquisition of target sciences.
entity, if its business is outside the main • Offer new revenue opportunity / larger wallet
line of business of the Company) share from existing enterprise customers.
• Supplement solution / accelerators with AI/ML
based capability, solution enhancements.
• Enable process AI enhancements – process
discovery, process mining, self-learning
automation, capture end-to-end process data into
data lakes for further analytics.
• Enhance brand appeal with DSML, AI/ML
product offering.
• Strengthen “Low Code” association
e) Brief details of any governmental or Not Applicable
regulatory approvals required for the
acquisition
f) Indicative time period for completion By February 2022, subject to the completion of
of the acquisition customary conditions precedent stated in the Share
Purchase Agreement.
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g)	Nature of consideration - whether cash consideration or share swap and details of the same.	Cash consideration
h)	Cost of acquisition or the price at which the shares are acquired	Newgen will be making a closing payment aggregating to approximately INR 7,02,73,340/- to the Promoters of Target Company towards 100% of the equity shares. Further, the Founders would receive deferred amount of an aggregate sum of INR 7,02,73,340/- in a staggered manner over a period of three years subject to certain conditions and their continued employment with Number Theory / Newgen. Further as a part of conditions precedent to the closing of the transaction, Newgen will also grant ICD of approximately INR 2,41,00,000/- to Number Theory to settle its outstanding dues such as dues to debentures holders, option holders, bank loan, directors’ loan etc.
i)	Percentage of shareholding / control acquired and / or number of shares acquired	It is proposed to acquire 100% of the paid-up equity shares of the Target Company. Post-acquisition, the Target Company will become a wholly owned subsidiary of the Company.
j)	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	Number Theory brings AI to enterprises through its Enterprise AI platform and data science capabilities to help its customers accelerate innovation and grow revenue. Number Theory achieves the data to business value journey in matter of weeks at massive data scale by putting its enterprise data hub, data science platform, and prebuilt application. Revenue for past three years: - 2018-19: - 1.18 Cr 2019-20: - 3.37 Cr 2020-21: - 3.32 Cr

For Newgen Software Technologies Limited

AMAN Digitally signed by AMAN MOURYA MOURYA Date: 2022.01.18 13:07:52 +05'30' Aman Mourya Company Secretary