Amalgamation/Merger

Newgen Software Technologies Limited CIN: L72200DL 1992PLC049074, Registered Office: E-44/13, Okhla Phase II, New Delhi 110020, India Tel: +91 11 46533200, 26384060, 26384146 Fax:+91 11 26383963 Date: October 23, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, G Block, Dalal Street, Bandra- Kurla Complex Mumbai – 400001 Bandra (E), Mumbai – 400051 Ref.: Newgen Software Technologies Limited Ref.: Newgen Software Technologies Limited (NEWGEN/INE619B01017) (NEWGEN/INE619B01017) Scrip Code – 540900 Sub.: Outcome of the Board Meeting held on October 23, 2026 Ref.: (i) Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2026 (ii) Regulation 30 & 37 of Listing Regulations- Approval of the Scheme of Arrangement for Amalgamation of Newgen Computers Technologies Limited (“Transferor Company”) with and into Newgen Software Technologies Limited (“Transferee Company” / “the Company”) and their respective shareholders and creditors (“Scheme”/ “Scheme of Arrangement”) Dear Sir/ Ma'am, This is to inform you that the Board of Directors of the Company at its meeting held today i.e. Friday, October 23, 2026 which commenced at 01:04 P.M. and concluded at 01:30 P.M. has inter-alia: Financial Results 1. Approved the Unaudited Standalone and Consolidated Financial Results of the Company for the quarter and half year ended September 30, 2026. Accordingly, pursuant to Regulation 33 of SEBI Listing Regulations, we are enclosing herewith the above-mentioned Financial Results along with Limited review reports as “Annexure-I”. Scheme of Arrangement for amalgamation 2. Approved the Scheme of Arrangement for amalgamation of Newgen Computers Technologies Limited (“Transferor Company,”), a Wholly owned subsidiary, with and into Newgen Software Technologies Limited (“Transferee Company”/ “the Company”) and their respective shareholders and creditors (“Scheme”/ “Scheme of Arrangement”), under the provisions of section 230 - 232 and other applicable provisions of the Companies Act, 2013 read with the Rules made thereunder. The Appointed Date for the Scheme shall be as defined under the Scheme, i.e. April 1, 2026. In terms of Regulation 37(6) of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, as the Transferor Company is a wholly-owned subsidiary of the Transferee Company, the Company is not required to obtain 'No Objection Letter' on the Scheme from the stock exchanges on which equity shares of the Company are listed. Further, the Scheme is subject to the necessary statutory and regulatory approvals including from the (i) shareholders and creditors (as may be required and/or to the extent not dispensed with by the relevant authorities); (ii) Hon’ble National Company Law Tribunal; and (iii) any other approvals, as may be required. The required details in this regard as per SEBI Listing Regulations are enclosed herewith as “Annexure-II”. Newgen Software Technologies Limited CIN: L72200DL 1992PLC049074, Registered Office: E-44/13, Okhla Phase II, New Delhi 110020, India Tel: +91 11 46533200, 26384060, 26384146 Fax:+91 11 26383963 The details as required under Regulation 30 of SEBI Listing Regulations, 2015 read with SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026, dated January 30, 2026 are enclosed as ‘Annexure-I’ and ‘Annexure-II’, respectively. The above information 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 Aman Mourya Company Secretary & Head Legal Encl.: a/a Walker Chandiok &_Co LLP Walker Chand&iC ookL LP 21sFtl oDoLrFS, q uare JacarMaanrdDgaL, FP haIsIe. Gurug-r1a2m02 0 2 HaryanIan.d ia T+91124d/328099 F+ 9112 446 82: :101 Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Newgen Software Technologies Limited pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) To the Board of Directors of Newgen Software Technologies Limited 1. We have reviewed the accompanying statement of unaudited consolidated financial results ('the Statement') of Newgen Software Technologies Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group'), (refer Annexure 1 for the list of subsidiaries included in the Statement) for the quarter ended 30 September 2026 and the consolidated year to date results for the period 1 April 2026 to 30 September 2026 being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('Listing Regulations'). 2. This Statement, which is the responsibility of the Holding Company's management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the Iecognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34'), prescribed under section 133 of the Companies Act, 2013 ('the Act'), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the Listing Regulatior1s. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable. Vi'•. .-Cl»,_ &C ol LPIt s'9fl"< od ...111 "'-ttd lilb,..aty � kif� llUfflber AAC-2Ca$> nitds ngi lMt<I olliu >!l ..!C1onr\lUljl'ol C"wc;n. N,w � 11000Und-1 Walker Chandiok &_Co LLP Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Newgen Software Technologies Limited pursu·ant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont'd) 4. Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. For Walker Chandiok & Co LLP 001076N/N500013 rship No. 507429 2"S0194C.2..N W UJ3 � !,7 5 Place New Delhi Date 23 October 2026 Chartered Accountants Walker Chandiok &_Co LLP Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial [Showing first 8,000 characters — download PDF for full document]