Integrated Governance

TERA SOFTWARE LIMITED

General information about company

Scrip code	533982
NSE Symbol	TERASOFT
MSEI Symbol	NOTLISTED
ISIN	INE482B01010
Date of start of financial year	01-04-2025
Date of end of financial year	31-03-2026
Reporting Quarter Type	Yearly
Date of Quarter Ending	31-03-2026
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	During the quarter beginning from 01.01.2026 to 31.03.2026, there was no event with respect to acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation, merger, demerger or restructuring), sale or disposal of any unit(s), division(s), whole or substantially the whole of the undertaking(s) or subsidiary of the listed entity, sale of stake in associate company of the company or any other restructuring.
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	During the quarter beginning from 01.01.2026 to 31.03.2026, there was no event where any action(s) was taken or orders passed by any regulatory, statutory, enforcement authority or judicial body against our company or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the Company.
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	During the quarter beginning from 01.01.2026 to 31.03.2026, there was no event with respect to Loans/Guarantees/Comfort Letters / Securities etc.,
Risk management committee	No
Market Capitalisation as per immediate previous Financial Year	Any other
Is SCORE ID Available ?	Yes
SCORE Registration ID	t00405
Reason For No SCORE ID
Type of Submission	Original
Remarks (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 no.	Title(Mr/Ms)	Name of the Director	DIN	Category 1 of directors	Category 2 of directors	Category 3 of directors	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(Refer Regulation 17A(1) of Listing Regulations	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	Tummala Gopichand	00107886	Executive Director	Chairperson	MD	No				Active	NA		26-09-1994	30-07-2021			1	0	0	0
2	Mr	Tummala Madhu Mitra	07124242	Executive Director	Not Applicable		No				Active	NA		17-08-2023				1	0	0	0
3	Mr	Tummala Bapaiah Chowdary	00107795	Non-Executive - Non Independent Director	Not Applicable		No				Active	NA		01-11-1999	09-09-2024			1	0	2	1
4	Mr	Atluri Divakar	00033386	Non-Executive - Independent Director	Not Applicable		No				Active	NA		12-02-2021	30-07-2021	11-02-2026	60	1	0	2	0	Tenure Completion
5	Mr	Braja Bandhu Nayak	09702361	Non-Executive - Independent Director	Not Applicable		No				Active	NA		24-09-2022	24-09-2022		42	1	1	2	0
6	Mrs	Vemuri Usha Rani	03601565	Non-Executive - Independent Director	Not Applicable		No				Active	NA		03-08-2024	09-09-2024		20	1	1	1	0
7	Mr	Arekapudi Veera Brahma Rao	07540040	Non-Executive - Independent Director	Not Applicable		No				Active	NA		10-02-2026	25-03-2026		1.5	2	2	1	1

Annexure I

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	00033386	Atluri Divakar	Non-Executive - Independent Director	Chairperson	12-02-2021	11-02-2026
2	00107795	Tummala Bapaiah Chowdary	Non-Executive - Non Independent Director	Member	30-06-2020
3	09702361	Braja Bandhu Nayak	Non-Executive - Independent Director	Member	14-02-2023
4	03601565	Vemuri Usha Rani	Non-Executive - Independent Director	Member	01-10-2024
5	07540040	Arekapudi Veera Brahma Rao	Non-Executive - Independent Director	Chairperson	12-02-2026

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	03601565	Vemuri Usha Rani	Non-Executive - Independent Director	Chairperson	01-10-2024
2	09702361	Braja Bandhu Nayak	Non-Executive - Independent Director	Member	01-10-2024
3	00107795	Tummala Bapaiah Chowdary	Non-Executive - Non Independent Director	Member	30-09-2014

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	00107795	Tummala Bapaiah Chowdary	Non-Executive - Non Independent Director	Chairperson	30-09-2014
2	09702361	Braja Bandhu Nayak	Non-Executive - Independent Director	Member	14-11-2023
3	00033386	Atluri Divakar	Non-Executive - Independent Director	Member	01-10-2024	11-02-2026
4	07540040	Arekapudi Veera Brahma Rao	Non-Executive - Independent Director	Member	12-02-2026

Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
No records available

Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility 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	09702361	Braja Bandhu Nayak	Non-Executive - Independent Director	Chairperson	01-10-2024
2	00033386	Atluri Divakar	Non-Executive - Independent Director	Member	12-02-2021	11-02-2026
3	00107886	Tummala Gopichand	Executive Director	Member	30-09-2014
4	07540040	Arekapudi Veera Brahma Rao	Non-Executive - Independent Director	Member	12-02-2026

Other Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Name of other committee	Category 1 of directors	Category 2 of directors	Remarks
1	00107886	Tummala Gopichand	Management Committee	Executive Director	Chairperson
2	00033386	Atluri Divakar	Management Committee	Non-Executive - Independent Director	Member	Textual Information(1)
3	07124242	Tummala Madhu Mitra	Management Committee	Executive Director	Member
4	07540040	Arekapudi Veera Brahma Rao	Management Committee	Non-Executive - Independent Director	Member	Textual Information(2)
5	00107886	Tummala Gopichand	Debtors Review Committee	Executive Director	Chairperson
6	09702361	Braja Bandhu Nayak	Debtors Review Committee	Non-Executive - Independent Director	Member
7	00033386	Atluri Divakar	Debtors Review Committee	Non-Executive - Independent Director	Member	Textual Information(3)
8	07540040	Arekapudi Veera Brahma Rao	Debtors Review Committee	Non-Executive - Independent Director	Member	Textual Information(4)

Text Block

Textual Information(1)	Term completed w.e.f.11-02-2026.
Textual Information(2)	appointed as a member w.e.f.12-02-2026
Textual Information(3)	Term completed w.e.f.11-02-2026.
Textual Information(4)	appointed as a member w.e.f.12-02-2026.

Annexure I

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	11-11-2025			Yes	6	6	3
2	10-02-2026	90		Yes	7	7	4

Annexure I

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	Audit Committee	11-11-2025				Yes	4	4	3	0
2	Audit Committee	10-02-2026	90			Yes	4	4	3	0
3	Nomination and remuneration committee	10-02-2026				Yes	3	3	2	0
4	Stakeholders Relationship Committee	10-02-2026				Yes	3	3	2	0
5	Corporate Social Responsibility Committee	10-02-2026				Yes	3	3	2	0

Annexure I

V. 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 the top 1000 listed entities)	NA
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.	true
9	Any comments/observations/advice of Board of Directors may be mentioned here:

Annexure I

Sr	Subject	Compliance status
1	Name of signatory	Ch Mallikarjuna
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		No
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
No records available

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I.Disclosure on website in terms of LODR Regulation
Sr	Item	Compliance status (Yes/No/NA)	If status is 'No' details of non-compliance may be given here.	Web address
1.1	Details of business	Yes		www.terasoftware.com
1.2	Memorandum of Association and Articles of Association	Yes		www.terasoftware.com
1.3	Brief profile of board of directors including directorship and full-time positions in body corporates	Yes		www.terasoftware.com
2	Terms and conditions of appointment of independent directors	Yes		www.terasoftware.com
3	Composition of various committees of board of directors	Yes		www.terasoftware.com
4	Code of conduct of board of directors and senior management personnel	Yes		www.terasoftware.com
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		www.terasoftware.com
6	Criteria of making payments to non-executive directors	Yes		www.terasoftware.com
7	Policy on dealing with related party transactions	Yes		www.terasoftware.com
8	Policy for determining 'material' subsidiaries	Yes		www.terasoftware.com
9	Details of familiarization programmes imparted to independent directors	Yes		www.terasoftware.com
10	Email address for grievance redressal and other relevant details	Yes		www.terasoftware.com
11	Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances	Yes		www.terasoftware.com
12	Financial results	Yes		www.terasoftware.com
13	Shareholding pattern	Yes		www.terasoftware.com
14	Details of agreements entered into with the media companies and/or their associates	NA
15.1	(I) Schedule of analyst or institutional investor meet (II) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events.	NA
15.2	Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital means	NA
16	New name and the old name of the listed entity	Yes		www.terasoftware.com
17	Advertisements as per regulation 47 (1)	Yes		www.terasoftware.com
18	Credit rating or revision in credit rating obtained	Yes		www.terasoftware.com
19	Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year	Yes		www.terasoftware.com
20	Secretarial Compliance Report	Yes		www.terasoftware.com
21	Materiality Policy as per Regulation 30 (4)	Yes		www.terasoftware.com
22	Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5)	Yes		www.terasoftware.com
23	Disclosures under regulation 30(8)	Yes		www.terasoftware.com
24	Statements of deviation(s) or variations(s) as specified in regulation 32	NA
25	Dividend Distribution policy as per Regulation 43A(1)	NA
26.1	Annual return as provided under section 92 of the Companies Act, 2013	Yes		www.terasoftware.com
26.2	Employee Benefit scheme documents framed in terms of SEBI (SBEB) Regulations, 2021	NA
27	Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)	Yes		www.terasoftware.com
28	Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating	Yes		www.terasoftware.com
29	Disclosure of notes on website in terms of Listing Regulations explanatory [Text Block]

Annexure II

II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is 'No' details of non-compliance may be given here.
1	Independent director(s) have been appointed in terms of specified criteria of 'independence' and/or 'eligibility'	16(1)(b)	Yes
2	Board composition	17(1), 17(1A) & 17(1C), 17(1D) & 17(1E)	Yes
3	Meeting of Board of directors	17(2)	Yes
4	Quorum of Board meeting	17(2A)	Yes
5	Review of Compliance Reports	17(3)	Yes
6	Plans for orderly succession for appointments	17(4)	Yes
7	Code of Conduct	17(5)	Yes
8	Fees/compensation	17(6)	Yes
9	Minimum Information	17(7)	Yes
10	Compliance Certificate	17(8)	Yes
11	Risk Assessment & Management	17(9)	Yes
12	Performance Evaluation of Independent Directors	17(10)	Yes
13	Recommendation of Board	17(11)	Yes
14	Maximum number of Directorships	17A	Yes
15	Composition of Audit Committee	18(1)	Yes
16	Meeting of Audit Committee	18(2)	Yes
17	Role of Audit Committee and information to be reviewed by the audit committee	18(3)	Yes
18	Composition of nomination & remuneration committee	19(1) & (2)	Yes
19	Quorum of Nomination and Remuneration Committee meeting	19(2A)	Yes
20	Meeting of Nomination and Remuneration Committee	19(3A)	Yes
21	Role of Nomination and Remuneration Committee	19(4)	Yes
22	Composition of Stakeholder Relationship Committee	20(1), 20(2) & 20(2A)	Yes
23	Meeting of Stakeholders Relationship Committee	20(3A)	Yes
24	Role of Stakeholders Relationship Committee	20(4)	Yes
25	Composition and role of risk management committee	21(1),(2),(3),(4)	NA
26	Meeting of Risk Management Committee	21(3A)	NA
27	Quorum of Risk Management Committee meeting	21(3B)	NA
28	Gap between the meetings of the Risk Management Committee	21(3C)	NA
29	Vigil Mechanism	22	Yes
30	Policy for related party Transaction	23(1), (1A), (5), (6), & (8)	Yes
31	Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	Yes
32	Approval for material related party transactions	23(4)	Yes
33	Disclosure of related party transactions on consolidated basis	23(9)	Yes
34	Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
35	Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	Yes
36	Alternate Director to Independent Director	25(1)	NA
37	Maximum Tenure	25(2)	Yes
38	Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism	25(2A)	Yes
39	Meeting of independent directors	25(3) & (4)	Yes
40	Familiarization of independent directors	25(7)	Yes
41	Declaration from Independent Director	25(8) & (9)	Yes
42	Directors and Officers insurance	25(10)	Yes
43	Confirmation with respect to appointment of Independent Directors who resigned from the listed entity	25(11)	Yes
44	Memberships in Committees	26(1)	Yes
45	Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	Yes
46	Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	Yes
47	Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity	26(6)	Yes
48	Vacancies in respect Key Managerial Personnel	26A(1) & 26A(2), 26A(3)	Yes
Any other information to be provided

Annexure II

1	Name of signatory	Ch Mallikarjuna
2	Designation	Company Secretary and Compliance Officer

Annexure II

III. Affirmations
Sr	Particulars	Compliance status (Yes/No/NA)
1	The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied	Yes
Any other information to be provided

Annexure II

1	Name of signatory	Ch Mallikarjuna
2	Designation	Company Secretary and Compliance Officer

Signatory Details

Name of signatory	Ch Mallikarjuna
Designation of person	Company Secretary and Compliance Officer
Place	Hyderabad
Date	23-04-2026

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
No records available

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
No records available

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	Asst. Commissioner, Tenali, Commercial Taxes Department of Andhra Pradesh	15-11-2025	GST Demand Order (DRC-07), dt.15/11/2025 Issued - amounting Rs.12,04,76,230/-Including Tax, Interest & penalty of under the provisions of the Act. The above Liability arises only when the APSFL clear / pay the bills raised by the Tera Software Ltd.	The Company noticed the status of disposal of the Writ Petition on 13-03-2026 on the website of the High Court of Andhra Pradesh. The certified copy / formal communication of the order has not been received by the Company as on 31-03-2026.