Corporate Governance



General information about company

Scrip Code 533982
NSE Symbol TERASOFT
MSEI Symbol NOTLISTED
ISIN INE482B01010
Name of the entity Tera Software Limited
Date of start of financial year 01-APR-2024
Date of end of financial year 31-MAR-2025
Reporting Quarter Quarterly
Date of Report 30-Jun-2024
Risk management committee Applicable



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. TUMMALA GOPICHAND ACJPT2176P 00107886 Executive Director Chairperson MD 09-Jun-1959 No Active NA 26-Sep-1994 30-Jul-2021 1 0 0 0
2 Mr. TUMMALA MADHU MITRA AGNPT8640E 07124242 Executive Director Not Applicable 14-Oct-1986 No Active NA 17-Aug-2023 1 0 0 0
3 Mr. TUMMALA BAPAIAH CHOWDARY AATPT1029R 00107795 Non-Executive - Non Independent Director Not Applicable 20-Nov-1957 No Active NA 01-Nov-1999 24-Sep-2022 1 0 2 1
4 Mr. HANUMAN CHOWDARY TRIPURANENI ABKPT7960M 00107006 Non-Executive - Independent Director Not Applicable 18-Oct-1931 No Active Yes 10-Apr-2019 17-Dec-2001 26-Sep-2019 57 2 2 1 0
5 Mrs. THOZUNAVOOR VELLAT LAKSHMI ADHPT0120A 00003020 Non-Executive - Independent Director Not Applicable 01-Jan-1959 No Active NA 17-Dec-2001 26-Sep-2019 57 1 1 1 0
6 Mr. DIVAKAR ATLURI AAMPA4577A 00033386 Non-Executive - Independent Director Not Applicable 28-May-1957 No Active NA 12-Feb-2021 30-Jul-2021 40 2 1 2 1
7 Mr. BRAJA BANDHU NAYAK AAQPN2057G 09702361 Non-Executive - Independent Director Not Applicable 04-Jun-1962 No Active NA 24-Sep-2022 24-Sep-2022 21 1 1 2 0



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 DIVAKAR ATLURI Non-Executive - Independent Director Chairperson 12-Feb-2021
2 00107006 HANUMAN CHOWDARY TRIPURANENI Non-Executive - Independent Director Member 26-Sep-2019
3 00107795 TUMMALA BAPAIAH CHOWDARY Non-Executive - Non Independent Director Member 30-Jun-2020
4 09702361 BRAJA BANDHU NAYAK Non-Executive - Independent Director Member 14-Feb-2023



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 00107006 HANUMAN CHOWDARY TRIPURANENI Non-Executive - Independent Director Chairperson 26-Sep-2019
2 00003020 THOZUNAVOOR VELLAT LAKSHMI Non-Executive - Independent Director Member 26-Sep-2019
3 00107795 TUMMALA BAPAIAH CHOWDARY Non-Executive - Non Independent Director Member 30-Sep-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-Sep-2014
2 09702361 BRAJA BANDHU NAYAK Non-Executive - Independent Director Member 14-Nov-2023
3 00003020 THOZUNAVOOR VELLAT LAKSHMI Non-Executive - Independent Director Member 26-Sep-2019



Annexure 1

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 10-Feb-2024 true 7 7 4
2 27-May-2024 106 true 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 Audit Committee 10-Feb-2024 true 4 4 3 0
2 Audit Committee 27-May-2024 106 true 4 4 3 0



Annexure 1

V. Related Party Transactions
Sr Subject Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here.
1 Whether prior approval of audit committee obtained Yes
2 Whether shareholder approval obtained for material RPT NA
3 Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee Yes
Disclosure of notes on related party transactions
Disclosure of notes of material transaction with related party



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



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 CH MALLIKARJUNA
2 Designation Company Secretary and Compliance Officer