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	Quarterly
Date of Quarter Ending	30-06-2025
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?	true
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity?	true
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?	false	During the quarter beginning from 01-04-2025 to 30-06-2025, there was no event with respect to acquisition(s), 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?	false	During the quarter beginning from 01-04-2025 to 30-06-2025, 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?	true
Risk management committee	false
Market Capitalisation as per immediate previous Financial Year	Any other
Is SCORE ID Available ?	true
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

true

Whether Chairperson is related to MD or CEO

true

Disqualification of Directors under section 164 of the Companies Act, 2013

Sr no.

Title(Mr/Ms)

Name of the Director

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

Tummala Gopichand

Executive Director

Chairperson

false

Active

26-09-1994

30-07-2021

Tummala Madhu Mitra

Executive Director

Not Applicable

false

Active

17-08-2023

Tummala Bapaiah Chowdary

Non-Executive - Non Independent Director

Not Applicable

false

Active

01-11-1999

09-09-2024

Atluri Divakar

Non-Executive - Independent Director

Not Applicable

false

Active

12-02-2021

30-07-2021

Braja Bandhu Nayak

Non-Executive - Independent Director

Not Applicable

false

Active

24-09-2022

Mrs

Vemuri Usha Rani

Non-Executive - Independent Director

Not Applicable

false

Active

03-08-2024

09-09-2024

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						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	Atluri Divakar	Non-Executive - Independent Director	Chairperson	12-02-2021
2	Tummala Bapaiah Chowdary	Non-Executive - Non Independent Director	Member	30-06-2020
3	Braja Bandhu Nayak	Non-Executive - Independent Director	Member	14-02-2023
4	Vemuri Usha Rani	Non-Executive - Independent Director	Member	01-10-2024

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	Vemuri Usha Rani	Non-Executive - Independent Director	Chairperson	01-10-2024
2	Braja Bandhu Nayak	Non-Executive - Independent Director	Member	01-10-2024
3	Tummala Bapaiah Chowdary	Non-Executive - Non Independent Director	Member	30-09-2014

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	Tummala Bapaiah Chowdary	Non-Executive - Non Independent Director	Chairperson	30-09-2014
2	Braja Bandhu Nayak	Non-Executive - Independent Director	Member	14-11-2023
3	Atluri Divakar	Non-Executive - Independent Director	Member	01-10-2024

Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	Braja Bandhu Nayak	Non-Executive - Independent Director	Chairperson	01-10-2024
2	Atluri Divakar	Non-Executive - Independent Director	Member	12-02-2021
3	Tummala Gopichand	Executive Director	Member	30-09-2014

Other Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson					true
Sr	Name of Committee members	Name of other committee	Category 1 of directors	Category 2 of directors	Remarks
1	Tummala Gopichand	Borrowing Committee	Executive Director	Chairperson	Textual Information(1)
2	Braja Bandhu Nayak	Borrowing Committee	Non-Executive - Independent Director	Member	Textual Information(2)
3	Tummala Madhu Mitra	Borrowing Committee	Executive Director	Member	Textual Information(3)
4	Tummala Gopichand	Management Committee	Executive Director	Chairperson	Textual Information(4)
5	Atluri Divakar	Management Committee	Non-Executive - Independent Director	Member	Textual Information(5)
6	Tummala Madhu Mitra	Management Committee	Executive Director	Member	Textual Information(6)

Text Block

Textual Information(1)	Borrowing Committee desolved w.e.f.16-05-2025
Textual Information(2)	Borrowing Committee desolved w.e.f.16-05-2025.
Textual Information(3)	Borrowing Committee desolved w.e.f.16-05-2025.
Textual Information(4)	Management Committee constituted w.e.f.16-05-2025.
Textual Information(5)	Management Committee constitued w.e.f.16-05-2025.
Textual Information(6)	Management Committee constituted w.e.f.16-05-2025.

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	11-02-2025			true	6	6	3
2	16-05-2025	93		true	6	6	3

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	11-02-2025				true	4	4	3	0
2	Audit Committee	16-05-2025	93			true	4	4	3	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	true
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	true
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	true
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c.Stakeholders relationship committee	true
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.	true
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.	true
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		false
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

Signatory Details

Name of signatory	Ch Mallikarjuna
Designation of person	Company Secretary and Compliance Officer
Place	Hyderabad
Date	15-07-2025

Investor Grievance Details

No. of investor complaints pending at the beginning of Quarter
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 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	Assistant Commissioner of State Tax, Bidhannagar Division, Kolkata-North, CBIC, West Bengal State.	25-06-2024	For violating Section 16(4) of the Act, read with the corresponding provisions of the West Bengal GST Act, 2017 & IGST Act, 2017 for Excess ITC claimed for tax period April 2020 - March 2021. Issued Demand Order - DRC-07 No. ZD190225041319E, dt. 25/02/2025 amounting Rs.33,42,387.40 (GST and penalty).	Appeal filed 21-05-2025. Waiting for hearing
2	Superintendent, Jurisdiction: Bhubaneswar-II Range, Bhubaneswar-I Division, Bhubaneswar CBIC, State/UT: Odisha.	27-02-2025	Wrong availment of ITC for the FY 2020-21. Imposed a penalty of Rs.40,000/- vide revised order dt.21/04/2025 on the notice under the provisions of Section 73 of the Act.	Paid the imposed penalty on 12-05-2025.