Tera Software Ltd. — AGM Information 2022

Oct 23, 2022

TERA SOFTWARE LIMITED #8-2-293/82/A/1107,

Plot No. 1107, Road No. 55, Jubilee Hills, Hyderabad-500 033 Telangana INDIA

Date: 23rd October, 2022

BSE LimitedPhiroze Jeejeebhoy Towers	National Stock Exchange of India LimitedExchange Plaza, C-1, Block G,
Dalal Street, FortMumbai-400001	Banda Kurla Complex, Bandra (F)Mumbai-400051
Scrip Code: 533982	Symbol: TERASOFT

Dear Sir / Madam,

Sub: Minutes of the 28th Annual General Meeting (AGM)

Further to our letter dated 24th September, 2022 about the proceedings of the 28th AGM of the Company, please find enclosed extract of the Minutes of the 28th AGM held on 24th September, 2022.

This is for your intimation and records.

Thanking You.

Yours truly, For TERA SOFTWARE LIMITED

gopichand tummala

Digitally signed by gopichand tummala DN: cn=gopichand tummala c=IN o=Personal Reason: I am the author of this document Location: Date: 2022-10-23 18:27+05:30

T. GOPICHAND Chairman & Managing Director DIN: 00107886

CIN: L72200TG1994PLC018391

MINUTES OF THE TWENTY EIGHTH (28TH) ANNUAL GENERAL MEETING OF TERA SOFTWARE LIMITED HELD ON SATURDAY, THE 24TH DAY OF SEPTEMBER, 2022, AT 12:30 P.M., AT HOTEL JUBILEE RIDGE, PLOT NO.38 & 39, KAVURI HILLS, MADHAPUR, JUBILEE HILLS, HYDERABAD-500033, TELANGANA, INDIA.

Directors Present:

1	Mr. T. GopichandChairman & Managing Director
2	Dr. T. Hanuman Chowdary	IndependentDirector,Chairmanof
		Nomination & Remuneration Committee
		andCorporateSocialResponsibility
		Committee
3	Dr. T.V. Lakshmi	Independent Director
4	Mr. Divakar Atluri	Independent Director and Chairman of
		Audit Committee
5	Mr. T. Bapaiah Chowdary	Non-Executive Director and Chairman of
		Stakeholders Relationship Committee
6	Mrs. T. Pavana Devi	Non-ExecutiveDirector

In Attendance:

7	Mr. O. Babu Reddy	Chief Financial Officer
8	Mr. Ch. Mallikarjuna	Company Secretary

Invitees:

9	Dr. Braja Bandhu Nayak	New proposed Independent Director
10	Mr. G.V. Ramana	Partner,Narven&Associates,(New
		proposed Statutory Auditors)
11	Mr. B. Siva Rama Krishna Apparao	Partner,Mullapudi&Co.,(outgoing
		Statutory Auditors)
12	Mr. Ch. Sree Rama Chandra Murthy	Partner,Darapaneni&Co.,(Internal
		Auditors)
13	Mr. K. Ch.Venkat Reddy	Scrutinizer, C.V. Reddy K & Associates,
		(Secretarial Auditors)

Members Present:

Number of Shareholders attended the meeting physically: 132

Mr. T. Sivarama Prasad, Independent Director conveyed his inability to attend the meeting due to health reasons.

Mr. Ch. Mallikarjuna, Company Secretary welcomed the Shareholders and Invitees. There after he requested all the Directors and invitees to occupy the Chairs on the Dias. Mr. Tummala Gopichand chaired the meeting and conducted the proceedings. After ascertaining the requisite quorum being present, he called the meeting to order.

The Chairman addressed the shareholders and briefed them about the performance and achievements of the Company during the financial year 2021-22.

The Statutory registers such as Registers of Directors and Key Managerial Personnel and their shareholding, Register of Contracts were made available for inspection during the meeting.

The Chairman concluded his speech extending his thanks to the shareholders, bankers, customers, Board of Directors and committed employees for their unrelenting dedication, support, and commitment.

The Chairman took up the formal proceedings of the Meeting. With the permission of the members, the notice convening the 28th Annual General Meeting together with financial statements and Directors' report were taken as read and confirmed that the Auditors' Report did not contain any qualification. He invited members to ask questions on the financial reports and accounts of the Company. The queries raised by the Members were answered by the Chairman to their satisfaction and appreciated the members for their suggestions and keen interest in the affairs of the Company.

The Chairman informed the members that the Company has provided the facility to cast votes electronically to the shareholders, on all resolutions set forth in the notice convening the AGM. The said facility is provided by Kfin Technologies Limited. Shareholders who are present at the AGM and had not cast their votes electronically may cast their votes during the meeting following the same instructions as given in the Notice of AGM. It was further informed that there would be no voting by show of hands.

Further, the Chairman informed that Mr. K.CH. Venkat Reddy, Practising Company Secretary appointed as the Scrutinizer to scrutinize the polling process.

The members were informed that the combined results of E-voting would be placed on the website of the Company and Stock Exchange within two working days of the conclusion of the meeting.

On the basis of Scrutinizer's report on the E-voting/Poll; all the resolutions as set out in the Notice of 28th Annual General Meeting were duly passed with requisite majority, the details of which are as under:

Resolution 1: To consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2022, together with the Reports of the Board of Directors and the Auditors' thereon – Ordinary Resolution:

"RESOLVED THAT the audited financial statements of the Company for the financial year ended 31st March, 2022 and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted."

The consolidated results of the e-voting of the above resolution passed with requisite majority are as follows:

Resolution No.	1
Resolution required:(Ordinary/ Special)		ORDINARY - To consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March,2022, together with the Reports of the Board of Directors and the Auditors thereon.
Whether promoter/promoter group areinterested in theagenda/resolution?	No
Category	Mode ofVoting	No. ofshares held(1)	No. ofvotespolled (2)	% of VotesPolled onoutstandingshares(3)=[(2)/(1)]*100	No. ofVotes –in favour(4)	No. ofVotes –against (5)	% of Votes infavour on votespolled(6)=[(4)/(2)]*100	% of Votesagainst on votespolled(7)=[(5)/(2)]*100	VotesInvalid	VotesAbstained
	E-Voting		5,932,327	99.7478	5,932,327	0	100.0000	0.0000	0	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0	0
Promoter and PromoterGroup	PostalBallot (ifapplicable)	5,947,327	0	0.0000	0	0	0.0000	0.0000	0	0
	Total		5,932,327	99.7478	5,932,327	0	100.0000	0.0000	0	0
	E-Voting		0	0.0000	0	0	0.0000	0.0000	0	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0	0
Public-Institutions	PostalBallot (ifapplicable)	100	0	0.0000	0	0	0.0000	0.0000	0	0
	Total		0	0	0	0	0.0000	0.0000	0	0
	E-Voting		6,994	0.1065	4,727	2,267	67.5865	32.4134	0	104
	Poll		1,020	0.0155	820	200	80.3921	19.6078	0	0
Public-Non Institutions	PostalBallot (ifapplicable)	6,564,448	0	0.0000	0	0	0.0000	0.0000	0	0

Total		8,014	0.122	5,547	2,467	69.2164	30.7836	0	104
Total	12,511,875	5,940,341	47.4776	5,937,874	2,467	99.9585	0.0415	0	104

Resolutions 2: To appoint a Director in place of Mr. Tummala Bapaiah Chowdary, Director (DIN: 00107795), who retires by rotation and being eligible, offers himself for re-appointment – Ordinary Resolution:

"RESOLVED THAT Mr. Tummala Bapaiah Chowdary, Director (DIN: 00107795), who retires by rotation at this Annual General Meeting be and is hereby re-appointed as a Director of the Company and that his period of office be liable to retire by rotation."

Resolution No.	2
Resolution required: (Ordinary/Special)		ORDINARY - To appoint a Director in place of Mr. Tummala Bapaiah Chowdary, Director (DIN 00107795), who retires byrotation and being eligible, offers himself for re-appointment.
Whether promoter/ promotergroup are interested in the
agenda/resolution?	No
Category	Mode ofVotingE-Voting	No. ofshares held(1)	No. ofvotespolled(2)0	% of VotesPolled onoutstandingshares(3)=[(2)/(1)]*1000.0000	No. ofVotes– infavour(4)0	No. ofVotes–against(5)0	% of Votes infavour on votespolled(6)=[(4)/(2)]*1000.0000	% of Votesagainst on votespolled(7)=[(5)/(2)]*1000.0000	VotesInvalid0	VotesAbstained5,932,327
	Poll		0	0.0000	0	0	0.0000	0.0000	0	0
Promoter and Promoter Group	PostalBallot (ifapplicable)	5,947,327	0	0.0000	0	0	0.0000	0.0000	0	0
	Total		0	0.0000	0	0	0.0000	0.0000	0	5932327
Public-Institutions	E-Voting	100	0	0.0000	0	0	0.0000	0.0000	0	0

The consolidated results of the e-voting of the above resolution passed with requisite majority are as follows:

Page 4 of 8

	Poll		0	0.0000	0	0	0.0000	0.0000	0	0
	Postal
	Ballot (if
	applicable)		0	0.0000	0	0	0.0000	0.0000	0	0
	Total		0	0	0	0	0.0000	0.0000	0	0
	E-Voting		6,994	0.1065	4,463	2,531	63.8118	36.1881	0	104
	Poll		1,020	0.0155	820	200	80.3921	19.6078	0	0
	Postal	6,564,448
	Ballot (if
Public-Non Institutions	applicable)		0	0.0000	0	0	0.0000	0.0000	0	0
	Total		8,014	0.122	5,283	2,731	65.9221	34.0779	0	104
	Total	12,511,875	8,014	0.0641	5,283	2,731	65.9221	34.0779	0	5932431

Resolution 3: To appoint M/s Narven Associates, as Statutory Auditors of the Company from the conclusion of this 28th Annual General Meeting until the conclusion of the 33rd consecutive Annual General Meeting and to fix their remuneration – Ordinary Resolution:

"RESOLVED THAT pursuant to Sections 139, 142 of the Companies Act, 2013 ("Act") and other applicable provisions, if any, of the said Act and Companies (Audit and Auditors) Rules, 2014 made thereunder and other applicable rules, if any, under the said Act (including any statutory modification(s) or re-enactment thereof for the time being in force) M/s. Narven Associates, Chartered Accountants (Registration No. 005905S), Hyderabad be and is hereby appointed as the Statutory Auditors of the Company in place of retiring Auditors M/s Mullapudi & Co., Hyderabad, for five consecutive financial years from FY 2022-23 to FY 2026-27 and to hold office from the conclusion of this 28th Annual General Meeting till the conclusion of 33rd consecutive Annual General Meeting at a remuneration to be fixed by the Audit Committee and/or Board of Directors of the Company, in addition to the re-imbursement of applicable taxes and actual out of pocket and travelling expenses incurred in connection with the audit and billed progressively."

The consolidated results of the e-voting of the above resolution passed with requisite majority are as follows:

Resolution No.	3
Resolution required:							ORDINARY - To appoint M/s Narven Associates, as Statutory Auditors of the Company from the conclusion of this 28th Annual General
(Ordinary/ Special)							Meeting until the conclusion of the 33rd consecutive Annual General Meeting and to fix their remuneration
Whether promoter/
promoter group are
interested in the
agenda/resolution?	No
				% of Votes
				Polled on		No. of
				outstanding	No. of	Votes	% of Votes in	% of Votes
		No. of	No. of	shares	Votes –	–	favour on votes	against on votes
	Mode of	shares	votes	(3)=[(2)/(1)]*	in favour	against	polled	polled	Votes	Votes
Category	Voting	held (1)	polled (2)	100	(4)	(5)	(6)=[(4)/(2)]*100	(7)=[(5)/(2)]*100	Invalid	Abstained
	E-Voting		5,932,327	99.7478	5,932,327	0	100.0000	0.0000	0	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0	0
	Postal	5,947,327
Promoter and Promoter	Ballot (if
Group	applicable)		0	0.0000	0	0	0.0000	0.0000	0	0
	Total		5,932,327	99.7478	5,932,327	0	100.0000	0.0000	0	0
	E-Voting		0	0.0000	0	0	0.0000	0.0000	0	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0	0
	Postal	100
	Ballot (if
Public-Institutions	applicable)		0	0.0000	0	0	0.0000	0.0000	0	0
	Total		0	0	0	0	0.0000	0.0000	0	0
	E-Voting		6,998	0.1066	4,726	2,272	67.5335	32.4664	0	100
	Poll		1,020	0.0155	820	200	80.3921	19.6078	0	0
	Postal	6,564,448
	Ballot (if
Public-Non Institutions	applicable)		0	0.0000	0	0	0.0000	0.0000	0	0
	Total		8,018	0.1221	5,546	2,472	69.1694	30.8306	0	100

Resolution 4: To appoint Dr. Braja Bandhu Nayak (DIN: 09702361) as an Independent Director - Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule IV to the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, and pursuant to recommendation of Nomination and Remuneration Committee and Board of Directors of the Company Dr. Braja Bandhu Nayak (DIN: 09702361), who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and who is eligible for appointment, and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act signifying his intention to propose Dr. Braja Bandhu Nayak's candidature for the office of Director, not liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company for a first term of five consecutive years commencing from 24th September, 2022 to 23rd September, 2027."

"RESOLVED FURTHER THAT Mr. Tummala Gopichand, Chairman & Managing Director of the Company be and is hereby authorized to sign and execute all such documents and papers (including appointment letter etc.) as may be required for the purpose and file necessary e-form with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard."

"RESOLVED FURTHER THAT any one of the Director for the time being and Company Secretary be and are hereby severally authorised to sign the certified true copy of the resolution of the resolution to be given as and when required."

Resolution No.	4
Resolution required:
(Ordinary/ Special)	SPECIAL -	To appoint Dr. Braja Bandhu Nayak (DIN 09702361) as an Independent Director
Whether promoter/
promoter group are
interested in the
agenda/resolution?	No

The consolidated results of the e-voting of the above resolution passed with requisite majority are as follows:

				% of VotesPolled onoutstanding	No. of	No. ofVotes	% of Votes in	% of Votes
		No. of	No. of	shares	Votes –	–	favour on votes	against on votes
	Mode of	shares held	votes	(3)=[(2)/(1)]*	in favour	against	polled	polled	Votes	Votes
Category	Voting	(1)	polled (2)	100	(4)	(5)	(6)=[(4)/(2)]*100	(7)=[(5)/(2)]*100	Invalid	Abstained
	E-Voting		5,932,327	99.7478	5,932,327	0	100.0000	0.0000	0	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0	0
Promoter and Promoter	PostalBallot (if	5,947,327
Group	applicable)		0	0.0000	0	0	0.0000	0.0000	0	0
	Total		5,932,327	99.7478	5,932,327	0	100.0000	0.0000	0	0
	E-Voting		0	0.0000	0	0	0.0000	0.0000	0	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0	0
	PostalBallot (if	100
Public-Institutions	applicable)		0	0.0000	0	0	0.0000	0.0000	0	0
	Total		0	0	0	0	0.0000	0.0000	0	0
	E-Voting		6,994	0.1065	4,478	2,516	64.0263	35.9736	0	104
	Poll		1,020	0.0155	820	200	80.3921	19.6078	0	0
	PostalBallot (if	6,564,448
Public-Non Institutions	applicable)		0	0.0000	0	0	0.0000	0.0000	0	0
	Total		8,014	0.122	5,298	2,716	66.1093	33.8907	0	104
	Total	12,511,875	5,940,341	47.4776	5,937,625	2,716	99.9543	0.0457	0	104

Mr. Ch. Mallikarjuna, Company Secretary proposed vote of thanks. The meeting concluded at 01:00 P.M.

Sd/- Place: Hyderabad T. GOPICHAND Date: 20-10-2022 Chairman & Managing Director DIN: 00107886