Tera Software Ltd. — Annual Report 2021

Jul 7, 2021

TERA SOFTWARE LIMITED #8-2-293/82/A/1107, Plot No. 1107, Road No. 55, Jubilee Hills, Hyderabad-500 033 Telangana INDIA

7th July, 2021

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

Dear Sir/Madam,

Sub: Annual Report 2020-21 includes Notice of 27th Annual General Meeting (AGM).

This is in furtherance to our letter dated 10th June, 2021, that the 27th Annual General Meeting (AGM) of members of Tera Software Limited is scheduled to be held on Friday, 30th July, 2021 at 11:00 A.M. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) in compliance with the applicable provisions of the Companies Act, 2013 and the Rules made there under, read with General Circulars dated 13th January, 2021 , 5th May, 2020, 13th April, 2020 and 8th April , 2020 issued by the Ministry of Corporate Affairs (collectively known as 'MCA Circulars') and Circulars dated 12th May, 2020 and 15th January, 2021 issued by the Securities and Exchange Board of India ('SEBI Circulars' ) without physical presence of Members at a common venue. Members can attend and participate in the AGM through the VC/OA VM facility only, the details of which will be provided by the Company in the Notice of the Meeting. Members attending the meeting through VC/OA VM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

Pursuant to Regulation 34(1) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 amended from time to time, please find attached herewith a copy of Annual Report for the Financial Year 2020-21 including notice of the AGM, for your information and records.

This is for your information and records.

Thanking You, Yours faithfully, For TERA SOFTWARE LIMITED

CH. MALLIKARJUNA Company Secretary & Compliance Officer

CIN: L72200TG1994PLC018391

Board of Directors
Board and Committees
Corporate Information
Notice
Directors' Report
Management Discussion & Analysis Report.
Corporate Governance Report
Secretarial Audit Report
Annual Secretarial Compliance Report.
Report on Corporate Social Responsibility 43
Extract of Annual Return
Form No. AOC - 2
Certificate of Non-disqualification of Directors
CEO and CFO Certification
Declaration by the Managing Director
Independent Auditors' Certificate on Corporate Governance 63
Independent Auditors' Report
Balance Sheet
Statement of Profit and Loss
Cash Flow Statement
Statement of Changes in Equity.
Significant Accounting Policies
Notes to Financial Statements

NOTICE OF ANNUAL GENERAL MEETING

Noce is hereby given that the Twenty Seventh (27th) Annual General Meeng of the members of Tera Soware Limited will be held on Friday, 30th July, 2021 at 11:00 AM through Video Conferencing/Other Audio Visual Means (VC/OAVM) from the registered office of the Company located at MCH No-8-2-293/82/a/1107, Road No-55, Plot No-1107, Jubilee Hills, Hyderabad-500033 (Deemed Venue), Telangana, India to transact the following business:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2021, together with the Report of Board of Directors and the Auditors' thereon.
• 1. To appoint a Director in place of Mrs. Tummala Pavana Devi, Director (DIN: 00107698), who reres by rotaon and being eligible, offers himself for reappointment.

"RESOLVED THAT Mrs. Tummala Pavana Devi, Director (DIN: 00107698), who reres by rotaon at this Annual General Meeng be and is hereby reappointed as a Director of the Company and that her period of office be liable to rere by rotaon."

SPECIAL BUSINESS:

3. To approve the appointment of Mr. Divakar Atluri as an Independent Director.

To consider and if thought fit, to pass, with or without modificaon(s), the following resoluon as an Ordinary Resoluon:

"RESOLVED THAT pursuant to the provisions of Secon 149, 150, 152 read with schedule IV and the Companies (Appointment and Qualificaon of Directors) Rules, 2014, and all other applicable provisions, secons, rules of the Companies Act, 2013 (including any statutory modificaons or reenactment thereof for the me being in force) and Regulaon 17 of SEBI (Lisng Obligaon and Disclosure Requirements) Regulaons, 2015, and pursuant to the recommendaon of the Nominaon & Remuneraon Commiee and the Board of Directors, Mr. Divakar Atluri (DIN: 00033386) who was appointed as an Addional Director of the Company w.e.f. 12th February, 2021 in terms of Secon 161(1) of the Companies Act, 2013 and Arcle of Associaon of the Company and who holds office up to the date of this Annual General Meeng and in respect of whom the Company has received a noce in wring under secon 160 of the Act proposing his candidature for the office of the Director and declaraon that he meets the criteria for independence as provided in Secon 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, not liable to rere by rotaon to hold office for a term of five (5) consecuve years commencing from 12th February, 2021 upto 11th February, 2026.

"RESOLVED FURTHER THAT Mr. Tummala Gopichand, Vice Chairman & Managing Director of the Company be and is hereby authorized to sign and execute all such documents and papers (including appointment leer 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 me being and Company Secretary be and are hereby severally authorised to sign the cerfied true copy of the resoluon of the resoluon to be given as and when required."

4. To re-appoint Mr. Tummala Gopichand as a Vice Chairman and Managing Director (KMP).

To consider and if thought fit, to pass, with or without modificaon(s), the following resoluon as a Special Resoluon:

"RESOLVED THAT pursuant to the provisions of SEBI (Lisng Obligaons & Disclosure Requirements) Regulaons, 2015 and Secons 117, 196, 197 and 203 read with Schedule V and Arcle of Associaon of the Company as amended from me to me and all other applicable provisions of the Companies Act 2013 and the Companies (Appointment & Remuneraon of Managerial Personnel) Rules, 2014 (Including any

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statutory modificaon or reenactment(s) thereof for the me being in force), the approval of the members/ shareholders of the Company be and are hereby accorded to approve the terms of reappointment and remuneraon of Mr. Tummala Gopichand (DIN: 00107795) as a Vice Chairman and Managing Director (Key Managerial Personnel) of the Company, for a period of five years from 1st September, 2021 to 31 August, 2026 as recommend/ approved by the Nominaon & Remuneraon Commiee and Board of Directors in its meeng held on 10th June, 2021, on the exisng terms and condions including remuneraon as set out in explanatory statement annexed to the noce convening this meeng, with liberty to the Board of Directors to alter and vary the terms and condions of the said re-appointment and/or remuneraon as it may deem fit and as may be accepted to Mr. Tummala Gopichand, subject to the same not exceeding the limit specified under Schedule V to the Companies Act, 2013 or any statutory modificaons or reenactment thereof."

"RESOLVED FURTHER THAT the remuneraon payable to Mr. Tummala Gopichand, Vice Chairman and Managing Director during the tenure of his appointment with authority to the Board or a Commiee thereof to fix his salary within such maximum amount, with effect from 1st September, 2021 upto 3 years, in case of Company having no profit or inadequate profit in any financial year, pursuant to the provisions of Schedule V and other applicable provisions, if any, of the Companies Act, 2013."

"RESOLVED FURTHER THAT the Board be and is hereby authorized severally to take all such steps as may be necessary, proper and expedient to give effect to this Resoluon."

5. To appoint Mr. Tammana Sivarama Prasad as an Independent Director.

To consider and if thought fit, to pass, with or without modificaon(s), the following resoluon as an Ordinary Resoluon:

"RESOLVED THAT pursuant to the provisions of Secons 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 modificaon(s) or re-enactment(s) thereof, for the me being in force) and the Companies (Appointment and Qualificaon of Directors) Rules, 2014, as amended from me to me, and pursuant to the recommendaon of the Nominaon & Remuneraon Commiee and the Board of Directors, Mr. Tammana Sivarama Prasad (DIN: 06405913), who has submied a declaraon that he meets the criteria for independence as provided under Secon 149(6) of the Act and Regulaon 16(1) (b) of the Securies Exchange Board of India (Lisng Obligaon and Disclosure Requirements) Regulaons, 2015 and who is eligible for appointment, and in respect of whom the Company has received a noce in wring from a Member under Secon 160(1) of the Act signifying his intenon to propose Mr. Tammana Sivarama Prasad's candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to rere by rotaon, for a term of five consecuve years commencing from 30th July, 2021 upto 29th June, 2026."

Annual Report 2020 - 21

"RESOLVED FURTHER THAT Mr. Tummala Gopichand, Vice Chairman & Managing Director of the Company be and is hereby authorized to sign and execute all such documents and papers (including appointment leer 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 me being and Company Secretary be and are hereby severally authorised to sign the cerfied true copy of the resoluon of the resoluon to be given as and when required."

6. To Sell Company's Land Situated at Annaram/ Gaghillapur Village:

To consider and if thought fit, to pass with or without modificaon(s), the following resoluon as Special Resoluon:

"RESOLVED THAT pursuant to the provisions of secon 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, and the relevant Rules framed thereunder (including any statutory amendment(s) or modificaon(s) or re-enactment(s) thereof, for the me being in force), and the enabling

provisions in the Memorandum of Associaon and Arcle of Associaon of the Company, approval and consent of the members of the company be and is hereby accorded to the Board of Directors to sell and transfer the fixed asset including open land & ACC Shed of the Company situated in Survey Nos.179, 180, 180A, 181, 182, 184 & 184A, Annaram Village, Jinnaram Mandal, (Now it is Gummadidala Mandal), Medak District (Now it is Sangareddy District) & Survey Nos.219E, Gaghillapur Village, Qutubullapur Mandal (Now it is Dundigal Gandimaisamma Mandal & Municipality), Ranga Reddy District, (Now it is Medchal-Malkajgiri District), Telangana, extent of Ac. 13.31 Guntas, to any party at prevailing market price, on such terms and condions as may be deemed fit by the Board."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Commiee of the Board or any Director(s) or Officer(s) of the Company and to generally do and perform all such acts, deeds, maers and things as it may, in their absolute discreon, deem fit, necessary, proper or desirable, including finalizing, varying and seling the terms and condions of such sale and to finalize, execute, to enter in to the agreement, contracts, deeds, undertakings, and other documents in respect thereof and seek the requisite approvals, consents and permissions as may be applicable."

By Order of the Board of Directors Sd/- Tummala Gopichand Place: Hyderabad Vice Chairman and Managing Director Date: 10-06-2021 DIN: 00107886

Notes:

1. In view of the situaon arising due to COVID-19 global pandemic, the general meengs of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020, Circular No.02/2021 dated January 13, 2021 read along with the SEBI circular SEBI/HO/CFD/ CMD2/ CIR/P/2021/11 dated January 15, 2021 ('said Circulars'), inter alia, whereby physical aendance of the members to the AGM venue shall not be required.

Hence, the Company is providing facility to aend and parcipate in the forthcoming 27th Annual General Meeng (AGM) through Video Conferencing (VC)/ Other Audio Visual Means (OAVM). The deemed venue shall be the registered office of the company i.e. MCH No.8-2-293/82/A/1107, Plot No-1107, Road No-55, Jubilee Hills, Hyderabad-500033, Telangana, India.

• 1. Pursuant to the provisions of Secon 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administraon) Rules, 2014 (as amended) and Regulaon 44 of SEBI (Lisng Obligaons & Disclosure Requirements) Regulaons 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-vong to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitang vong through electronic means, as the authorized e-Vong's agency. The facility of casng votes by a member using remote e-vong as well as the e-vong system on the date of the AGM will be provided by CDSL. The login ID and password for e-vong along with process, manner and instrucons for e-vong is being sent to the members, who have registered their e-mail IDs with the Company / their respecve Depository Parcipants along with socopy of the Noce.
• 1. In accordance with the provisions of Secon 101 of the Act read with Rule 18 of the Companies (Management and Administraon) Rules, 2014 read with the said Circulars, the Annual Report of the Company is being sent through email only to the members whose email address are registered with the Company/ Depositories, as the case may be. Member(s) however, are entled to receive Annual Report in physical form, free of cost, on receipt of wrien request for the same. Members may also note that the Annual Report for the financial year 2020-2021 together with the Noce of 27th Annual General Meeng is also available on the website of the Company at www.terasoware.com.
• 1. In accordance with the aforesaid Circulars, physical copy of the noce of the AGM and the annual report for the financial year 2020-21 will not be sent to members who have not registered their e-mail addresses with the company/depository parcipants.

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Further, Members who have not registered their e-mail address with the Company are requested to register the same by sending an email to M/s. Kfin Technologies Private Limited, Hyderabad-500032.

• 1. The Members can join the AGM in the VC mode 15 minutes before and aer the scheduled me of the commencement of the Meeng by following the procedure menoned in the Noce. The facility of parcipaon at the AGM through VC will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Instuonal Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Commiee, Nominaon and Remuneraon Commi ee and Stakeholders Relaonship Commiee, Auditors etc. who are allowed to aend the AGM without restricon on account of first come first served basis.
• 1. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to aend and cast vote for the members is not available for this AGM. However, in pursuance of Secon 112 and Secon 113 of the Companies Act, 2013, representaves of the members such as the President of India or the Governor of a State or body corporate can aend the AGM/EGM through VC/OAVM and cast their votes through e-vong.
• 1. The aendance of the Members aending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Secon 103 of the Companies Act, 2013. ("the Act").
• 1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Noce calling the AGM has been uploaded on the website of the Company at terasoware.com. The Noce can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and Naonal Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respecvely. The AGM Noce is also disseminated on the website of CDSL (agency for providing the Remote e-Vong facility and e-vong system during the AGM) i.e. www.evongindia.com.
• 1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Secon 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Secon 189 of the Act, will be available electronically for inspecon by the

members during the AGM free of cost. Members seeking to inspect such documents can send an email to companysecretary@terasoware.in.

• 1. The relevant details as required by Regulaon 36(3) of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 ("SEBI Lisng Regula ons"), of the person seeking appointment and reappointment are also annexed.
• 1. In case of joint holders aending the Meeng, only such joint holder who is higher in the order of names will be entled to vote at the Meeng.
• 1. The Register of Members and Share Transfer Books will remain closed from Friday, 23rd July, 2021 to Thursday, 29th July, 2021 (both days inclusive).
• 1. Members holding shares in electronic form are requested to inmate any change in their address and / or bank mandates to their Depository Parcipants with whom they are maintaining their Demat accounts immediately. The Members holding shares in physical form are requested to advise any change of address and/or bank mandate immediately to M/s. KFin Technologies Private Limited, Hyderabad-500032.
• 1. The Securies and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every parcipant in securies market. Members holding shares in electronic form are, therefore requested to submit a cerfied copy of their PAN Card to their Depository Parcipants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit cerfied copy of their PAN to M/s. Kfin Technologies Private Limited, Hyderabad-500032.
• 1. The Securies and Exchange Board of India (SEBI) vide their Circular No. SEBI/HO/ MIRSD/ DOP1/ CIR/P/2018/73 dated 20.04.2018 has mandated that the following details of Shareholders must be updated with the Registrar and Share Transfer Agent (RTA) i.e. Folio No., DPID/Client ID, Name of the first security/es holder, Payee details, Bank name, Bank account, Bank branch of the holder of securies, MICR number and instructed the RTA's, Banks and Companies not to issue physical dividend warrants without bank details. Members are requested to avail the Electronic Clearing Service (ECS) facility for receiving dividend. Shareholders are requested to update the same with RTA and avoid withhold of dividends or transfer of dividends to Unpaid/ IEPF account.

• 1. Members holding shares in physical form, in idencal order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share cerficates for consolidang their holdings in one folio. A consolidated share cerficate will be issued to such Members aer making requisite changes.
• 1. As per Regulaon 40 of SEBI Lisng Regulaons, as amended, securies of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposion of securies. In view of this and to eliminate all risks associated with physical shares and for ease of porolio management, members holding shares in physical form are requested to consider converng their holdings to dematerialized form.
• 1. Members wishing to claim dividends, which remain unclaimed from the financial year 2013-14, are requested to correspond with Mr. Ch. Mallikarjuna, Company Secretary, at the company's registered office. Shareholders are requested to note that dividends not encashed or claimed within 7 years from the date of transfer to the company's Unpaid Dividend Account, will as per the provisions of Secon 124 of the Companies Act, 2013, be transferred to the Investor Educaon and Protecon Fund.
• 1. THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM/EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS

Redefining IT Solutions

UNDER:

• (I) The vong period begins on 27th July, 2021 at 9.00 AM and ends on 29th July, 2021 at 5.00 PM. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 22nd July, 2021 may cast their vote electronically. The evong module shall be disabled by CDSL for vong thereaer.
• (ii) Shareholders who have already voted prior to the meeng date would not be entled to vote at the meeng venue.
• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 09.12.2020, under Regulaon 44 of Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, listed enes are required to provide remote e-vong facility to its shareholders, in respect of all shareholders' resoluons.
• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e-Vong facility provided by Listed Companies, Individual shareholders holding securies in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Parcipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Vong facility.

Pursuant to above said SEBI Circular, Login method for e-Vong and joining virtual meengs for Individual shareholders holding securies in Demat mode is given below:

Type ofshareholders		Login Method
IndividualShareholdersholdingsecuriesin Dematmode withCDSL	1)	Users who have opted for CDSL Easi / Easiest facility, can login through their exisng user idand password. Opon will be made available to reach e-Vong page without any furtherauthencaon. The URL for users to login to Easi / Easiest are hps://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New SystemMyeasi.
	2)	Aer successful login the Easi / Easiest user will be able to see the e-Vong opon for eligiblecompanies where the e-vong is in progress as per the informaon provided by company. Onclicking the e-vong opon, the user will be able to see e-Vong page of the e-Vong serviceprovider for casng your vote during the remote e-Vong period or joining virtual meeng &vong during the meeng. Addionally, there is also links provided to access the system of alle-Vong Service Providers i.e. CDSL/NSDL/KARVY/ LINKINTIME, so that the user can visit thee-Vong service providers' website directly.

Type ofshareholders	Login Method
IndividualShareholdersholdingsecuriesin Dematmode withCDSL	3)If the user is not registered for Easi/Easiest, opon to register is available at hps://web.cdslindia.com/myeasi/Registraon/ EasiRegistraon4)Alternavely, the user can directly access e-Vong page by providing Demat Account Numberand PAN No. from a e-Vong link available on www.cdslindia.com home page. The system willauthencate the user by sending OTP on registered Mobile & Email as recorded in the DematAccount. Aer successful authencaon, user will be able to see the e-Vong opon wherethe e-vong is in progress and also able to directly access the system of all e-Vong ServiceProviders.
IndividualShareholdersholdingsecuriesin dematmode withNSDL	1)If you are already registered for NSDL IDeAS facility, please visit the e-Services website ofNSDL. Open web browser by typing the following URL: hps://eservices.nsdl.com either on aPersonal Computer or on a mobile. Once the home page of e-Services is launched, click on the"Beneficial Owner" icon under "Login" which is available under 'IDeAS' secon. A new screenwill open. You will have to enter your User ID and Password. Aer successful authencaon,you will be able to see e-Vong services. Click on "Access to e-Vong" under e-Vong servicesand you will be able to see e-Vong page. Click on company name or e-Vong service providername and you will be re-directed to e-Vong service provider website for casng your voteduring the remote e-Vong period or joining virtual meeng & vong during the meeng.
	2)If the user is not registered for IDeAS e-Services, opon to register is available at hps://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or click at hps://eservices. nsdl.com/SecureWeb/ IdeasDirectReg.jsp.
	3)Visit the e-Vong website of NSDL. Open web browser by typing the following URL:hps://www.evong.nsdl.com/ either on a Personal Computer or on a mobile. Once thehome page of e-Vong system is launched, click on the icon "Login" which is available under'Shareholder/Member' secon. A new screen will open. You will have to enter your User ID(i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and aVerificaon Code as shown on the screen. Aer successful authencaon, you will beredirected to NSDL Depository site wherein you can see e-Vong page. Click on companyname or e-Vong service provider name and you will be redirected to e-Vong serviceprovider website for casng your vote during the remote e-Vong period or joining virtualmeeng & vong during the meeng.
IndividualShareholders(holdingsecuries indemat mode)login throughtheirDepositoryParcipants	You can also login using the login credenals of your demat account through your DepositoryParcipant registered with NSDL/CDSL for e-Vong facility. Aer Successful login, you will beable to see e-Vong opon. Once you click on e-Vong opon, you will be redirected toNSDL/CDSL Depository site aer successful authencaon, wherein you can see e-Vongfeature. Click on company name or e-Vong service provider name and you will be redirectedto e-Vong service provider website for casng your vote during the remote e-Vong periodor joining virtual meeng & vong during the meeng.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password opon available at abovemenoned website.

Helpdesk for Individual Shareholders holding securies in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholdersholding securies inDemat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending arequest at helpdesk.evong@cdslindia.comor contact at 022-23058738 and 022-23058542-43.
Individual Shareholdersholding securies inDemat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending arequest at evong@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30.

• (v) Login method for e-Vong and joining virtual meeng for shareholders other than individual shareholders holding in Demat form & physical shareholders.
  • 1. The shareholders should log on to the e-vong website www.evongindia.com.
  • 1. Click on "Shareholders" module.
  • 1. Now enter your User ID
    • a. For CDSL: 16 digits beneficiary ID,
    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
  • 1. Next enter the Image Verificaon as displayed and Click on Login.
  • 1. If you are holding shares in demat form and had logged on to www.evongindia.com and voted on an earlier e-vong of any company, then your exisng password is to be used.
  • 1. If you are a first me user follow the steps given below:

For shareholders holding shares in Demat Form other than Individual and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for bothdemat shareholders as well as physical shareholders)
	üShareholders who have not updated their PAN with the Company/Depository Parcipant arerequested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend BankDetails	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in yourdemat account or in the company records in order to login.
OR Date ofBirth (DOB)	üIf both the details are not recorded with the depository or company please enter the memberid / folio number in the Dividend Bank details field as menoned in instrucon (v).

• (vi) Aer entering these details appropriately, click on "SUBMIT" tab.
• (vii) Shareholders holding shares in physical form will then directly reach the Company selecon screen. However, shareholders holding shares in demat form will now reach 'Password Creaon' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for vong for resoluons of any other company on which they are eligible to vote, provided that company opts for e-vong through CDSL plaorm. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidenal.
• (viii) For shareholders holding shares in physical form, the details can be used only for e-vong on the resoluons contained in this Noce.

• (ix) Click on the EVSN for on which you choose to vote.
• (x) On the vong page, you will see "RESOLUTION DESCRIPTION" and against the same the opon "YES/NO" for vong. Select the opon YES or NO as desired. The opon YES implies that you assent to the Resoluon and opon NO implies that you dissent to the Resoluon.
• (xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the enre Resoluon details.
• (xii) Aer selecng the resoluon, you have decided to vote on, click on "SUBMIT". A confirmaon box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xiii) Once you "CONFIRM" your vote on the resoluon, you will not be allowed to modify your vote.
• (xiv) You can also take a print of the votes cast by clicking on "Click here to print" opon on the Vong page.
• (xv) If a demat account holder has forgoen the login password then Enter the User ID and the image verificaon code and click on Forgot Password & enter the details as prompted by the system.
• (xvi) Facility for Non Individual Shareholders and Custodians –Remote Vong
  • Ÿ Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evongindia.com and register themselves in the "Corporates" module.
  • Ÿ A scanned copy of the Registraon Form bearing the stamp and sign of the enty should be emailed to helpdesk.evong@ cdslindia.com.
  • Ÿ Aer receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
  • Ÿ The list of accounts linked in the login should be mailed to helpdesk.evong@cdslindia.com and on approval of the accounts they would be able to cast their vote.

Ÿ A scanned copy of the Board Resoluon and Power of Aorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrunizer to verify the same.

Annual Report 2020 - 21

• Ÿ Alternavely Non Individual shareholders are required to send the relevant Board Resoluon/Authority leer etc. together with aested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrunizer and to the Company at t h e e m a i l a d d r e s s v i z ; co m p a nys e c reta r y @ te ra s o wa re . i n (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-vong system for the scrunizer to verify the same.
• (xvii) I N S T R U C T I O N S F O R S H A R E H O L D E R S ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING ARE AS UNDER:
  • 1. The procedure for aending meeng & e-Vong on the day of the AGM is same as the instrucons menoned above for Remote e-vong.
  • 1. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.
  • 1. Shareholders who have voted through Remote e-Vong will be eligible to aend the meeng. However, they will not be eligible to vote at the AGM.
  • 1. Shareholders are encouraged to join the Meeng through Laptops / IPads for beer experience.
  • 1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeng.
  • 1. Please note that Parcipants Connecng from Mobile Devices or Tablets or through

Laptop connecng via Mobile Hotspot may experience Audio/Video loss due to Fluctuaon in their respecve network. It is therefore recommended to use Stable Wi-Fi or LAN Connecon to migate any kind of aforesaid glitches.

• 1. Shareholders who would like to express their views/ask quesons during the meeng may register themselves as a speaker by sending their request in advance at least 10 days prior to meeng menoning their name, demat account number/folio number, email id, mobile number at companysecretary@terasoware.in. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeng menoning their name, demat account number/folio number, email id, mobile number at companysecretary@terasoware.in. These queries will be replied to by the company suitably by email.
• 1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask quesons during the meeng.
• 1. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resoluons through remote e-Vong and are otherwise not barred from doing so, shall be eligible to vote through e-Vong system available during the AGM.
• 1. If any Votes are cast by the shareholders through the e-vong available during the AGM and if the same shareholders have not parcipated in the meeng through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of evong during the meeng is available only to the shareholders aending the meeng.
• (xviii) PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

• 1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share cerficate (front and back), PAN (self aested scanned copy of PAN card), AADHAR (self aested scanned copy of Aadhar Card) by email to Company/RTA email id.
• 1. For Demat shareholders -, Please update your email id & mobile no. with your respecve Depository Parcipant (DP)
• 1. For Individual Demat shareholders Please update your email id & mobile no. with your respecve Depository Parcipant (DP) which is mandatory while e-Vong & joining virtual meengs through Depository.
• 1. If you have any queries or issues regarding aending AGM & e-Vong from the CDSL e-Vong System, you can write an email to helpdesk.evong@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.
• 1. All grievances connected with the facility for vong by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evong@cdslindia.com or call on 022-23058542/43.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

Item No.3: To approve the appointment of Mr. Divakar Atluri as an Independent Director

Mr. Divakar Atluri (DIN: 00033386), aged 64 years, was appointed as an Addional Director (Non-Execuve & Independent) at the Board Meeng held on 12th February, 2021, based on the recommendaon of Nominaon and Remuneraon Commiee. Pursuant to Secon 161 of the Act Mr. Divakar Atluri holds office as Director up to the date of the ensuing AGM and is eligible for appointment as a Director. Noce in wring under Secon 160 of the Act has been received from a Member indicang its intenon to propose Mr. Divakar Atluri for the office of the Director of the Company at the ensuing AGM.

The Company has received from Mr. Divakar Atluri (i) consent in wring to act as director in Form DIR 2 in terms of the Companies (Appointment & Qualificaon of Directors) Rules, 2014, (ii) inmaon in Form DIR 8 in terms of the Companies (Appointment & Qualificaon of Directors) Rules, 2014, to the effect that he is not disqualified under sub-secon (2) of Secon 164 of the Companies Act, 2013, (iii) a declaraon to the effect that he is not debarred from holding the office of director by virtue of any SEBI order or any other such authority, and (iv) a declaraon to the effect that he meets the criteria of independence and he is not aware of any circumstance or situaon, which exist or may be reasonably ancipated, that could impair or impact his ability to discharge his dues with an objecve independent judgment and without any external influence as prescribed under the Act and the Lisng Regulaons and other related documents.

In the opinion of the Board, Mr. Divakar Atluri fulfills the condions specified in the Act and Rules made thereunder for his appointment as an Independent Director of the Company and is independent of the Management. The Board, based on the recommendaon of the Nominaon and Remuneraon Commiee, recommends his appointment as Non- Execuve Independent Director for first term of 5 (five) consecuve years commencing from 12th February, 2021 up to 11th February, 2026.

Details as spulated in Regulaons 26(4) and 36 (3) of the Lisng Regulaons and as per Secretarial Standards – 2 on General Meengs is annexed and forms part of this AGM Noce.

Mr. Divakar Atluri and his relaves do not hold any shares in the Company and is not related with other Directors, Manager and other Key Managerial Personnel of the

Company.

None of the Directors or Key Managerial Personnel or their relaves other than Mr. Divakar Atluri are concerned or interested, financial or otherwise, in the Resoluon set out at an Item No.3.

Accordingly, the Board recommends the Ordinary Resoluon set out at Item No.3 of the Noce for approval by the Members of the Company.

Item No.4: To re-appoint Mr. Tummala Gopichand as a Vice Chairman and Managing Director (KMP).

The members at their Annual General Meeng held on 30th September, 2016 approved the appointment and remuneraon of the Vice Chairman & Managing Director for a period of five years w.e.f. 01st September, 2016 and his term is to be completed on 31st August, 2021.

The Nominaon and Remuneraon Commiee on 10th June, 2021 considered the re-appointment and remuneraon of Mr. Tummala Gopichand, Vice Chairman & Managing Director as his term is expiring on 31st August, 2021 and the Board of Directors at their meeng held on 10th June, 2021 approved the re-appointment for a period of five years and remuneraon with effect from 01st September, 2021, subject to the approval of members.

The informaon in respect of terms of Remuneraon & Perquisites is given below:

• i. Basic Salary: At the rate not exceeding Rs. 7,00,000/ per month
• ii. Perquisites:
• a. Contribuons to Provident Fund, Super Annuaon fund as per the rules of the company.
• b. Gratuity payable shall not exceed half month's salary for each completed year of service.
• c. Reimbursement of actual travelling and entertainment expenses incurred on behalf of the company
• d. Free use of Company's car with driver for official purposes only
• e. Free communicaon facilies like Telephones/ Mobiles/Fax at residence

Such other perquisites and allowances in accordance with the rules of the company or as may be agreed between the Board of Directors and Mr T.Gopichand.

The Board recommends the resoluon at item No.4 of the Noce for approval of the shareholders by an ordinary resoluon.

None of the directors are interested in the resoluon as set out in the Item No.4 of the Noce except Mr. Tummala Gopichand, Vice Chairman & Managing Director being interested party, Mrs. Tummala Pavana Devi and Mr. Tummala Bapaiah Chowdary are interested, being relaves of Mr. Tummala Gopichand.

The detailed informaon as required by Schedule V, Part II, Secon II (A) of the Companies Act, 2013, is furnished hereunder for the informaon of the members in due compliance of the provisions of the said schedule.

I		GENERAL INFORMATION
	1	Nature of Industry	The Company operates in the areas of IT, ITES and various e-governanceprojects of Public Sector Undertakings, State Governments and CentralGovernment of India. Your company implements the projects as SystemIntegrator/PPP model (BOOT, BOO, BOMT)
	2	Date or expected date ofcommencement of commercial producon	The Company has commenced its commercial acvies w.e.f. 26.09.1994.
	3	In case of new companies,expected date of commencement of acvies as perproject approved by financialinstuons appearing in theprospectus	N.A.
	4	Financial performance based	As per Audited Financial Results F.Y.2020-21
		on given indicators	Parculars	Rs.in lakhs
			Revenue16393.54
			Profit before Tax152.72
			Profit Aer Tax	84.30
	5	Foreign investments orcollaborators, if any.	The Company is a listed enty and around 1.60% of equity is held by NRIs.
II		INFORMATION ABOUT THE APPOINTEE:
	1	Background details	Mr. Tummala Gopichand - M.Tech in Electronics & Communicaon with 34+years of experience in the IT industry. Worked with Electronic Corporaon ofIndia Limited for a period of 13 years. In ECIL, he was involved in the technicalsupport of Main Frame Computers and parcipated in various projects likePower Plants Simulators at Rourkela, Demand Dras Conciliaon at StateBank of India, Delhi Electric Supply Undertaking. He had also extensivelyworked on Steel, Oil and Electricity projects. His leadership made thiscompany as one of the pioneer in e-Governance projects and fast growingwith domesc focus.
	2	Past remuneraon	Salary Rs.7,00,000/- per month
	3	Recognion or awards	Nil
	4	Job profile and his suitability	Vice-Chairman & Managing Director and varied experience in the IT industry& related areas.

	5	Remuneraon proposed	Where in any financial year during the currency of tenure of a managerialperson, a company has no profits or its profits are inadequate remuneraonas specified in Schedule – V, Part-II, Secon-II, Para-A of the Companies Act,2013 or more with the approval of the Shareholders by passing a specialresoluon at the forthcoming general meeng.
	6	Comparave remuneraonprofile with respect toindustry, size of the company,profile of the posion andperson (in case of expatriates the relevant detailswould be w.r.t. the countryof his origin)	The remuneraon proposed is similar to the remuneraon being drawn bypersons with similar background in the IT. industry & related areas.
	7	Pe c u n i a r y re l a o n s h i pdirectly or indirectly with thecompany, or relaonshipw i t h t h e m a n a g e r i a lpersonnel, if any	Mr. Tummala Gopichand holds 11,96,554 shares directly in the Company and47,51,773 shares through his family and others aggregang to 47.54 % andhe is relave to Mr. T. Bapaiah Chowdary, Mrs. T. Pavana Devi,Promoters/Directors of the Company and Mr. T. Madhu Mitra, employee ofthe Company.
III		OTHER INFORMATION
	1	Reasons for loss or inadequate profits	To deliver the services of enrolment under the naonal presgious projectsNPR (Naonal Populaon Register) and UIDAI project, the Company has builta huge IT infrastructure.Due to the huge capital employed for future business, there were increasesin financial costs, depreciaon and coverage of service tax to the projectsresulted in lesser net profits.
	2	Steps taken or proposed tobe taken for improvement	Realisaon of values to the extent of works executed by Tera Soware willresult in improvement of profit margins over a period of me.
	3	Expected increase in produc-vity and profits in measurable terms	Same As above.

Item No.5: To appoint Mr. Tammana Sivarama Prasad as an Independent Director

Mr. Tammana Sivarama Prasad (DIN: 06405913), aged 65 years, who has submied a declaraon that he meets the criteria for independence as provided under Secon 149(6) of the Act and Regulaon 16(1) (b) of the Securies Exchange Board of India (Lisng Obligaon and Disclosure Requirements) Regulaons, 2015 and who is eligible for appointment, and in respect of whom the Company has received a noce in wring from a Member under Secon 160(1) of the Act signifying his intenon to propose Mr. Tammana Sivarama Prasad's candidature for the office of Director, based on the recommendaon of Nominaon and Remuneraon Commiee and the Board of Directors of the Company at their Board Meeng held on 10th June, 2021, proposed to appoint Mr. Tammana Sivarama Prasad

as an Independent Director of the Company, not liable to rere by rotaon, for a term of five consecuve years commencing from 30th July, 2021 upto 29th June, 2026." The Company has received from Mr. Tammana Sivarama Prasad (i) consent in wring to act as director in Form DIR 2 in terms of the Companies (Appointment & Qualificaon of Directors) Rules, 2014, (ii) inmaon in Form DIR 8 in terms of the Companies (Appointment & Qualificaon of Directors) Rules, 2014, to the effect that he is not disqualified under sub-secon (2) of Secon 164 of the Companies Act, 2013, (iii) a declaraon to the effect that he is not debarred from holding the office of director by virtue of any SEBI order or any other such authority, and (iv) a declaraon to the effect that he meets the criteria of independence and he is not aware of any circumstance or situaon, which exist or may be

reasonably ancipated, that could impair or impact his ability to discharge his dues with an objecve independent judgment and without any external influence as prescribed under the Act and the Lisng Regulaons and other related documents.

In the opinion of the Board, Mr. Tammana Sivarama Prasad fulfills the condions specified in the Act and Rules made thereunder for his appointment as an Independent Director of the Company and is independent of the Management. The Board, based on the recommendaon of the Nominaon and Remuneraon Commiee, recommends his appointment as Non- Execuve Independent Director.

Details as spulated in Regulaons 26(4) and 36 (3) of the Lisng Regulaons and as per Secretarial Standards – 2 on General Meengs is annexed and forms part of this AGM Noce.

Mr. Tammana Sivarama Prasad and his relaves do not hold any shares in the Company and is not related with any other Directors, Manager and other Key Managerial Personnel of the Company.

None of the Directors or Key Managerial Personnel or their relaves other than Mr. Tammana Sivarama Prasad are concerned or interested, financial or otherwise, in the Resoluon set out at an Item No.5.

Accordingly, the Board recommends the Ordinary Resoluon set out at Item No.5 of the Noce for approval by the Members of the Company.

Item No.6: To Sell Company's Land Situated at Annaram/Gaghillapur Village:

The Management/Board is proposing to sell the above stated property which is leased out and not using for the purpose of the company's core acvies and further the yield is less than the present bank interest paid by the company on its working capital limits. It is brought to noce of the shareholders that the price of the property has substanal increased. Upon selling this property not only it will help to repay the loans taken from Banks by pledging the same and also the surplus will be useful and augment the liquidity of the company for its smooth running of the core business.

Pursuant to Secon 180(1)(a) of the Companies Act, 2013, members of the Company are further requested to note that their consent to the Board is being sought by way of a Special Resoluon to sell and transfer, the Fixed assets including land and ACC Shed , situated in Survey Nos.179, 180, 180A, 181, 182, 184 & 184A, Annaram Village, Jinnaram Mandal, (Now it is Gummadidala Mandal), Medak District (Now it is Sangareddy District) & Survey Nos.219E, Gaghillapur Village, Qutubullapur Mandal (Now it is Dundigal Gandimaisamma Mandal & Municipality), Ranga Reddy District, (Now it is Medchal-Malkajgiri District), Telangana, extent of Ac. 13.31 Guntas, (Total land Ac.15.18.99 Gts - Sold out Area Ac.1-27 Gts 53 Sq.Yds).

The above resoluon is recommended for your approval for passing this resoluon at this ensuring Annual General Meeng. The Board recommended the special resoluon set out at Item No.6 of the Noce for your approval. None of the Director is interested in said resoluon.

BRIEF PROFILE OF DIRECTOR(S) SEEKING APPOINTMENT/RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING OF THE COMPANY PURSUANT TO REGULATION 36 (3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD ON GENERAL MEETINGS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA.

Parculars	Item No. 2	Item No.3	Item No.4	Item No.5
Name of theDirector	Mrs. TummalaPavana Devi	Mr. Divakar Atluri	Mr. TummalaGopichand	Mr. TammanaSivarama Prasad
DirectorIdenficaonNumber (DIN)	00107698	00033386	00107886	06405913
Date of Birth	22-06-1962	28-05-1957	09-06-1959	08-07-1956
Naonality	Indian	Indian	Indian	Indian
Date of appointmenton the Board	06-06-1995	12-02-2021	26-09-1994	NA

Parculars	Item No. 2	Item No.3	Item No.4	Item No.5
Qualificaon	B.Com.	B.Com., FCA	M.Tech	B. Tech.,
Nature of Expersein specificFunconal Areas	More than 22 yearsof extensiveexperience inManagement	More than 37 yearsof experience inPraccing as aCharteredAccountant.	More than 34 yearsof experience in ITindustry.	More than 42 yearsof experience inBanking andFinancial Sector.
Terms and condionsof appointment/reappointment	Non-ExecuveDirector liable torere by rotaon	IndependentDirector not liable torere by rotaon	09-06-1959ExecuveDirector and KMPnot liable to rere byrotaon	IndependentDirector not liable torere by rotaon
Details ofrelaonship withother Directors,Manager and KeyManagerialPersonnel of theCompany	Relave of MrT.Gopichand(VCMD) and MrT.BapaiahChowdary (NED)	Nil	Relave of Mrs T.Pavana Devi (NED)and Mr T.BapaiahChowdary (NED)	Nil
Names of otherListed Companies inwhich the personholds theDirectorship	Nil	Nil	Nil	Nil
Number ofmemberships inAudit/ StakeholderCommiee(s)including this Listedenty	One	One	Nil	Nil
Details of Sharesheld in the Company	574760 (4.59%)	Nil	1196554 (9.56%)	Nil

By Order of the Board of Directors Sd/- Tummala Gopichand Vice Chairman and Managing Director DIN: 00107886

Place: Hyderabad Date : 10th June, 2021

DIRECTORS' REPORT

Dear Shareholders,

The Directors present the 27th Annual Report on the business and operaons of the Company and audited Financial Results for the year ended 31st March, 2021.

Financial Highlights:

		(Rs. in Lakhs)
PARTICULARS	Year Ended31.03.2021	Year Ended31.03.2020
Gross Income	16393.54	27198.94
Expenditure	15331.08	25204.45
Profit before Finance Cost, Depreciaon & Tax	1062.46	1994.49
Less:Finance CostDepreciaon	849.2860.46	927.3880.60
Profit Before Tax (PBT)	152.72	986.51
Less:Provision for Current taxTax Expense relang to earlier yearsDeferred tax	116.83- - -(48.41)	352.91- - -(18.88)
Profit for the year (PAT)	84.30	652.48

1. COMPANY'S PERFORMANCE

The Company has achieved a turnover of Rs.16393.54 lakhs for the year ended 31st March, 2021 as against Rs.27198.94 lakhs in F.Y. 2019-20. The company has registered a net profit of Rs.84.30 lakhs as compares to previous year's net profit of Rs.652.48 lakhs.

2. MATERIAL CHANGES & COMMITMENTS

Impact of COVID-19 pandemic on the Company

The phased out lockdowns were imposed to contain the spread of COVID-19 during the FY, the business was completely inacve for four months and all the workforce migrated due to the pandemic. Even aer the lockdown, the onsite workforce shortage created a pause into the business. However, the spread of COVID-19 is posing a slow execuon of orders, we are hopeful that the business performance will gain momentum with the ease of lockdown, transportaon and the availability of the manpower resources which will be recouped when the Pandemic is eradicated aer the envisaged third wave.

Ability to maintain operaons including the factories/units/office spaces funconing and closed down

Aer the ease of lockdown, the head office of the company resumed its funcons. However, the field operaons faced problems due to unavailability of resources in full force. All safety guidelines issued by the Ministry of Health affairs and respecve state governments have been followed strictly. The staff have been provided facility to work from home, minimizing the working hours to reduce the head count to the extent possible.

Steps taken to ensure smooth funconing of operaons

The management has been prompt and aenve towards the difficules faced by the business and several steps have been taken to keep the operaons up and running. The following steps were taken in this regard:

• Employees engaged in crical fields were given opportunity to work from home during lockdown, to provide uninterrupted support to our customers.

Redefining IT Solutions

• HR team was constantly in touch with all the employees to create an awareness amongst employees on COVID-19 and need for safety pracces such as sanizaon, social distancing and personal hygiene.
• Flexibility in me and work locaon were provided to both internal and external staff to keep the operaons in line with the spulated meframe.
• Sanizaon protocol, thermal screening, social distancing, wearing of masks, Arogya Setu App, adequate supply of materials, consumables, power, fuel, transportaon etc. were ensured aer the ease of lockdown during workplaces.
• Adequate Internal control and prompt soluons to the problems were provided to speed up the work.

Impact of COVID-19 on Capital, Financial Resources and liquidity

The Company has no plan to increase its capital. Although we are in process of enhancing our working capital limits to meet the current liabilies. Due to COVID-19, the liquid posion of the company was affected. The discussion with the banks to pump new funds were not encouraging. We expect that the company will recover soon with the restart of its operaons and generaon of revenue in the forthcoming quarter.

Impact on Operaons and Profitability

Operaons were effected due to COVID-19, which will come to a normal pace in the near future. The profitability is effected, result of reducon in turnover with fixed operaons cost and financial cost overheads. The working Capital cycle periods were also stretched due to non-funconaries of the customer officers and the supply chain of material was effected due to the OEM Vendors business were came to halt.

Ability to service debts and other financial arrangements

The Company is trying its best to upkeep its financial arrangements to serve its debts. Although there has been a delay and deferment, the company is confident that it will improve its posion in the near future on compleon of exisng work orders which were delayed by almost one year due to pandemic.

Assets

The Company has adequate Fixed and Current Assets and there has been no impact on the Assets due to pandemic. The Company considers its dedicated employees as the real asset, which we believe to retain and nurture.

Exisng contracts/agreements where non-fulfilment of the obligaons by any party will have significant impact on the listed enty's business

There was an impact on the contracts and agreements with M/s APSFL, who is a State Implemenng Agency of Bharat Net–Phase 2 in the state of Andhra Pradesh has short closed the project with an intension to Change the OFC Laying Methodology to Underground. And there was also an Operaons and Maintenance Contract with the same organizaon was closed aer 21 months of execuon (total contract period was 60 months).

3. DIVIDEND

Your Directors have not recommended the payment of dividend for the F.Y. 2020-21. The management has taken this decision to conserve resources for the investment in the ongoing working capital margin and new projects and also to improve long term shareholder value by retaining earnings for growth and business expansion.

4. TRANSFER TO RESERVES

During the current financial year, there are no funds that are required to be transferred to Reserves.

5. FIXED DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public.

6. SHARE CAPITAL

The Company's paid-up equity share capital connues to stand at Rs.1251.19 lakhs as on 31st March, 2021. During the year under review, the Company has not issued any shares or converble securies.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report as spulated under Regulaon 34 read with Schedule V of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 is annexed hereto as "Annexure – A" and forms part of Annual Report.

8. CORPORATE GOVERNANCE

As in the past, your Company connues to follow best of Corporate Governance policies. A report on Corporate Governance pursuant to the provisions of Corporate Governance Code spulated under SEBI (LODR) Regulaons, 2015 is annexed as "Annexure – B" and forms part of the annual report. The Auditors' Cerficate regarding compliance of condions of corporate governance is enclosed. A Cerficate from the Praccing Company Secretary confirming compliance with the condions of the Corporate Governance is also enclosed with this report.

9. AUDIT COMMITTEE

The Company has in place an Audit Commiee in terms of requirements of the Act read with rules framed thereunder and Lisng Regulaons. The details relang to the Audit Commiee are given in the Corporate Governance Report forming part of this report. During the year under review, all recommendaons made by the Audit Commiee were accepted by the Board.

10. BOARD MEETING

During the year under review Seven meengs of the Board of Directors were held. The details of the aendance of Directors at the Board Meengs are menoned in the Corporate Governance Report annexed hereto.

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the Instute of Companies Secretaries of India (SS1 and SS2), respecvely relang to Meengs of the Board and its Commiees, and the Shareholders, which have mandatory applicable during the year under review.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

On the recommendaon of Nominaon and Remuneraon Commiee (NRC), Mr. Divakar Atluri (DIN: 00033386), has been appointed an addional director (Non-Execuve & Independent) by the board of directors of the Company with effect from 12th February, 2021 to hold office up to the date of ensuing Annual General Meeng ('AGM'). Further, the NRC and Board of Directors of the Company recommended the appointment of Mr. Divakar Atluri as Director (Non-Execuve & Independent), to the Members at the ensuing AGM, not liable to rere by rotaon.

Mrs. Tummala Pavana Devi (DIN: 00107698), who reres by rotaon and being eligible, offers herself for re-appointment. Board recommends her reappointment to the members of the Company at the ensuing AGM.

Mr. Tummala Gopichand (DIN:00107886), Vice Chairman & Managing Director term is compleng on 31st August, 2021. Further, the NRC and Board of Directors of the Company recommended the reappointment of Mr. Tummala Gopichand as Vice Chairman & Managing Director (KMP), to the Members at the ensuing AGM.

On the recommendaon of Nominaon and Remuneraon Commiee (NRC) and the Board at their meengs held on 10th June, 2021 recommends the appointment of Mr. Tammana Sivarama Prasad (DIN: 06405913) as an Independent Director, to the members of the Company at the ensuing AGM.

Mrs. Shabnam Siddiqui, Company Secretary, has resigned with effect from 15th September, 2020 and the Board has placed on record its warm appreciaon of the contribuon made by her during her tenure as Company Secretary of the Company.

Mr. Ch. Mallikarjuna has been appointed as Company Secretary & Compliance Officer (KMP) with effect from 12th February, 2021.

The Company has complied with the requirements of having Key Managerial Personnel as per the provisions of Secon 203 of the Act.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company's Independent Directors have submied requisite declaraons confirming that they connue to meet the criteria of independence as prescribed under Secon 149(6) of the Companies Act, 2013 and Regulaon 16(1)(b) of the SEBI (LODR) Regulaons, 2015. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.

13. PERFORMANCE EVALUATION

Schedule IV of the Companies Act, 2013 states that the performance evaluaon of independent directors shall be done by the enre Board of Directors, excluding the director being evaluated. Nominaon & Remuneraon Policy of the company envisages criteria for evaluaon of performance of independent directors and the board of directors. Accordingly, a

21

Redefining IT Solutions

separate exercise was carried out to evaluate the performance of individual Directors including the Board & Chairman, who were evaluated on parameters such as aendance, contribuon at the meengs and independent judgment, experience, competencies etc. The evaluaon of the Independent Directors and that of the Chairman was carried out by the enre Board and the evaluaon of Non-Independent Directors was carried out by the Independent Directors. A separate meeng of Independent Directors was also held during the year wherein the performance of Chairman, Board and Execuve Director was evaluated.

14. NOMINATION & REMUNERATION POLICY

The Company has adopted a Nominaon & Remuneraon Policy for the Directors, Key Managerial Personnel and Senior Management, pursuant to the provisions of the Act and SEBI (Lisng Obligaons & Disclosure Requirements) Regulaons, 2015.

It is affirmed that the remuneraon paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneraon Policy of the Company. Details of the Remuneraon Policy are given in the Corporate Governance Report.

15. AUDITORS & AUDITORS REPORT

i. STATUTORY AUDITORS

M/s. Mullapudi & Co., Chartered Accountants, (Firm Reg no: 006707S) Hyderabad, had been appointed as Statutory Auditors of the Company on 23rd September, 2017 for a period of five years i.e. to hold office unl the conclusion of 28th Annual General Meeng to be held in the year 2022.

ii. SECRETARIAL AUDITORS

The Company has appointed M/s. C.V.Reddy K & Associates, Pracsing Company Secretaries as Secretarial Auditor. The Secretarial Audit report for the financial year 2020-21 in Form No.MR-3 and Annual Secretarial Compliance Report is annexed herewith as "Annexure-C" to this Report and The Secretarial Audit Report does not contain any reservaon, qualificaon or adverse remark.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The Company has not made any loan, given guarantee or provided security or made investments pursuant to the provisions of Secon 186 of Companies Act, 2013.

17. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservaon of energy, technology absorpon, foreign exchange earnings and outgo are as follows:

A) Conservaon of energy

The operaons of the Company are not energy intensive and every effort has been made to ensure the opmal use of energy, avoid waste and conserve energy by using energy efficient co mp u ters a n d eq u ip ment with latest technologies.

(B) Technology absorpon

The Company is constantly upgrading its technological excellence with emerging technologies. It has not incurred any expenditure on Research and Development.

(C) Foreign exchange earnings and Outgo

Foreign Exchange Earnings during the year: NIL Foreign Exchange outgo: NIL

18. PARTICULARS OF EMPLOYEES

The informaon required under Secon 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014 are given below:

a. The rao of the remuneraon of each director to the median remuneraon of the employees of the Company for the financial year:

Name : Mr. T. Gopichand

Designaon : Vice Chairman & Managing Director Rao to Median Remuneraon : 72.48

• b. The percentage increase in remuneraon in each Director, Chief Financial Officer, Company Secretary in the financial year: 71.26% increased in remuneraon of CFO.
• c. The percentage increase in the median remuneraon of employees in the financial year: Nil

22

• d. The number of permanent employees on the rolls of the Company as on 31st March, 2021: 610
• e. Average percenle increase made in the salaries of employees other than the managerial personnel in the last financial year

Average percentage increase made in the salaries of employees other than the managerial personnel in the last Financial Year i.e. 2020-21 was 4.13%. Jusficaon: Increase in remuneraon is decided based on the individual performance, inflaon, prevailing industry trends and benchmarks. The remuneraon of Non-Execuve Directors consists of sing fees only.

f. Affirmaon that the remuneraon is as per the remuneraon policy of the Company

The company affirms that the remuneraon is as per its remuneraon policy

19. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Policy and CSR Commiee formed pursuant to secon 135 of Companies Act, 2013 and Rules made there under. The CSR Commiee details are menoned in the Corporate Governance Report. A budget of Rs. 12,08,715/- (Rupees Twelve Lakhs Eight thousand Seventy hundred and fieen only) approved for the Financial Year 2019-20.

The management not spent the CSR amount before 31st March, 2021. The management transferred the CSR Fund of total Rs.40,38,302/- (including balance of previous year amounts) to a separate Bank account opened as "Unspent Corporate Social Responsibility Account" with Bank of Maharashtra, Sultan bazar Branch as per new amendments of CSR Rules. This amount shall be spent with in spulated me in accordance with this CSR Policy and the specified acvies under the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendment(s) thereof, if any for the ongoing projects which were idenfied by the Board as recommended/approved by CSR Commiee as menoned below and Disclosures as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as "Annexure - D" to this report.:

Sl.No	CSR projectoracvityidenfied	CSR projectoracvityidenfied	Projects or (1)Local area orother (2)specify theState anddistrict wherethe projector programmewas undertaken	Amount outlay(budget) projector programwise (Rs.)	Amount spenton the projector programSubheads:(1) DirectExpenditureon projects(2) Overheads	Cumulaveexpenditureupto thereporngperiod	Amountspentdirectly orthroughimplementaonagency
1.	Contribuon forconstrucon ofConvenon Hallfor SiddagangaInstute ofTechnology (SIT)Campus	Promoon ofEducaonDevelopmentProject	SIT Campus,B.H. Road,Tumakuru -PIN: 572103,Karnataka	25,00,000	- - -	- - -	Direct
2.	Drainage andSewage works atGagillapurvillage,Ameenpur,Hyderabad.	Ruraldevelopmentprojects	GagillapurVillage,Ameenpur,Hyderabad	15,40,000(around)	- - -	- - -	Direct

20. HUMAN RESOURCES

Your company recognizes human capital as the most important element to drive its progress. Hence, your Company has devised iniaves that enable training and development of employees across levels and enables their professional and personal growth.

Your Company's human resources management framework is aligned to the business goals and drives key decisions on business processes and introducon of new technology. The HR intervenons of the Company focuses on skilling the exisng workforce and empowering them to step beyond their defined roles.

21. RISK MANAGEMENT

The provisions related to the Risk Management Commiee as stated in SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 are not applicable to the Company. However, the Company has voluntarily constuted a Risk Management Commiee and Risk Management Framework to idenfy, evaluate, migate and monitor the risk management in the Company. The Audit Commiee has addional oversight in the area of financial risk and controls.

22. INTERNAL FINANCIAL CONTROLS

The Company has an Internal Financial Control System to commensurate with the size and scale of its operaons. The scope of the internal audit is decided by the Audit Commiee and the Board. To maintain its objecvity and independence, the Board has appointed an internal auditor, who reports to the Audit Commiee and the Board on a periodic basis. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the company, its compliance with operang systems, accounng procedures and policies for various funcons of the Company, Audit observaons and acons taken thereof are presented to the Audit Commiee.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors has adopted the Whistle Blower Policy that aims for conducng the affairs in a fair and transparent manner by adopng highest standards of professionalism, honesty, integrity and ethical behaviour. A mechanism has been established for employees to report their concerns about unethical behavior, actual or suspected fraud or violaon of Code of Conduct and Ethics. It also provides for adequate safeguards against the vicmizaon of employees who avail of the mechanism and allows direct access to the Managing Director in exceponal cases. The Policy on vigil mechanism may be accessed on the Company's website at the link: hp://terasoware.com/ investors/vigil-blower-policy/. There were no complaints received during the year 2020-21.

Annual Report 2020 - 21

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No material orders have been passed by the Regulators or Courts or Tribunals against the Company which would impact the going concern status of the Company and its future operaons.

25. LISTING OF SHARES ON STOCK EXCHANGES

The Equity Shares of your Company are listed on the BSE Limited and Naonal Stock Exchange of India Ltd. The Annual lisng fees of both the stock exchanges have been paid.

26. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return, in form MGT 9 for the financial year 2020-21 is enclosed with this Report as "Annexure – E"

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Parculars of contracts or arrangements with related pares referred to in Secon 188(1) of the Companies Act, 2013 is prescribed in form AOC-2 and is appended as "Annexure – F" to the Board's report.

There are no materially significant related party transacons made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potenal conflict with the interest of the Company at large.

All Related Party Transacons have been placed before the Audit Commiee for their approval and to the Board, as and when required. In all cases prior omnibus approval of the Audit Commiee is obtained on a yearly basis. The transacons entered into pursuant to the omnibus approval so granted are reviewed by the audit commiee on a quarterly basis. The policy on Related Party Transacons as approved by the Board is uploaded on the Company's website.

28. I N FO R M AT I O N R EQ U I R E D U N D E R S E X UA L HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company always believes and endeavors to provide safe and healthy environment, which is free

from discriminaon and harassment including sexual harassment. The Company has an Internal Complaints Commiee which operate under a defined redressal system. During the year, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevenon, Prohibion and Redressal) Act, 2013 and the Rules made thereunder.

29. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

In accordance with the Lisng Regulaons, a cerficate has been received from M/s C.V.Reddy K & Associates, Praccing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith as "Annexure - G".

• 30. COMPLIANCE CERTIFICATE SIGNED BY CEO & CFO Compliance Cerficate signed by CEO & CFO for the financial year ended 31st March, 2021 under Regulaon 17(8) as specified in Part B of Schedule II of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, is annexed herewith as "Annexure - H".
• 31. DECLARATION BY CEO ON CODE OF CONDUCT OF DIRECTORS & SENIOR MANAGEMENT

Declaraon by the Vice Chairman and Managing Director in accordance with Part D of Schedule V of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, confirm that all the Members of Board of Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, as applicable to them, for the year ended 31st March, 2021, is annexed herewith as "Annexure-I."

32. COMPLIANCE CERTIFICATE BY AUDITORS ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Compliance Cerficate by Auditors on Compliance of condions of Corporate Governance as per Part E of Schedule V of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015) for the year ended 31st March, 2021, is annexed herewith as "Annexure - J."

33. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Secon 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

• a) In the preparaon of the annual accounts, the applicable accounng standards have been followed along with proper explanaon relang to material departures; if any
• b) We have selected such accounng policies and applied them consistently and made judgments and esmates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for such period;
• c) We have taken proper and sufficient care for the maintenance of adequate accounng records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevenng and detecng fraud and other irregularies;
• d) The annual accounts have been prepared on a going concern basis; and
• e) The Company had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operang effecvely.
• f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operang effecvely.

ACKNOWLEDGMENT

Your Directors place on record their gratude to the Central, State Governments and Company's Bankers for the assistance, co-operaon and encouragement they extended to the Company. The Directors would also like to thank the Shareholders, Customers, Employees, dealers, suppliers and all other stakeholders for their connued support and confidence in the Company's management.

For and on behalf of the Board of Directors
Sd/-	Sd/-
T. Gopichand	T. Pavana Devi
Vice-Chairman & Managing Director	Director
DIN: 00107886	DIN: 00107698

Place: Hyderabad Date: 10.06.2021

Annexure – A

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

GLOBAL ECONOMIC OVERVIEW

The Financial Year (F.Y.) 2020-21 saw a significant transformaon in the global economic order. The year was intense and volale for the world economy, to say the least. From lockdowns disrupng supply chains to movement-liming restricons affecng all businesses, it was a year that tested resilience and persistence. The coronavirus (COVID-19) pandemic spread at an alarming speed, infecng millions and cosng many lives worldwide. Governments across the globe imposed series of strict lockdowns to curb the spread of the virus, resulng in one of the most severe economic contracon since the Great Depression. Collecvely, these measures led to reduced cross-border travel and accelerated job losses. As a result, gross domesc product (GDP) plunged to record lows across economies.

INDIAN ECONOMIC OVERVIEW

The F.Y. year 2020-21 started on a rather weak note for the Indian economy. With the slowest GDP growth rate recorded right at the beginning to entering a technical recession towards the end, the year unfolded quite dramacally. And yet, 2020-21 brought along unprecedented crisis and uncharted opportunies for the Indian economy. The phased out lockdowns, imposed to contain the spread of COVID-19, cratered employment, business, trade, manufacturing, and service acvies across sectors. The Reserve Bank of India (RBI) promptly responded and implemented adequate measures like slashing interest rates, announcing fiscal smulus package and allowing loan moratorium facilies, among others, for the economy's revival.

OUTLOOK

The Indian economy is showing decisive and strong signs of recovery riding the confidence post the vaccine roll out, low interest rates, return of consumer confidence and measures aracng investment. With the prospects of robust growth gaining grounds in consumpon and investment and a lower base effect, GDP is esmated to grow at 11% in FY 2022 (Source: Economic Survey 2020–21). However, the growth rate is going to be posed due to the second wave of pandemic and has effect on the FY 2021-22. There are key risks emanang from inflaon with upward pressure on prices due to rising input cost, oil prices, unemployment and increasing non-performing assets of banks.

OPPORTUNITIES

Vaccine rollout:

The Indian economy is expected to perform beer on the back of sustained improvement in high frequency indicators and approval of emergency use of two vaccines to counter COVID-19. As a result, the resumpon in economic acvies and increased mobility are expected to lead towards a path of recovery for all sectors including the IT and non-IT infrastructure sectors in which your Company deals with Digital Projects as E-governance, System Integraon, and building infrastructure for Opcal Fibre Cable and Broad band services.

Increase in e-commerce:

The smartphone boom has globalised the Indian consumers. Purchasing for brands which were earlier limited to metros has now made its way to er II and er III cies, both via retail and e-commerce channels. Moreover, the pandemic has accelerated the shi towards a more digital world and instrumented changes in online shopping behaviours.

THREATS

Prolonged slowdown in the economy

Despite the vaccinaon drive and expected spur in the economic acvies, businesses will take me to get back to the pre-Covid-19 levels. The IT and non-IT infrastructure industry might see a period of recovery characterised by a lull in spending and slack in demand across channels. This can impact the demand for the Company's capital products and consumable segments.

FINANCIAL REVIEW

The Company's revenue drop-off to 16393.54 lakhs in FY 2020-21 as against 27198.94 lakhs in FY 2019-20, under challenging business circumstances due to Covid-19. The Profit before tax also decreased from 986.50 lakhs for FY 2019-20 to 152.72 lakhs for FY 2020-21.

RISKS AND CONCERNS

Your company implements the Digital Projects as Egovernance, System Integraon, and building IT and non-IT infrastructure for Opcal Fibre Cable and Broad band services. These operaons require physical presence of manpower resources on site for delivery of services and integraon of the equipment and upkeep of the same. Due to COVID-19 the business was completely inacve for

26

many months and all the workforce migrated due to the pandemic and even aer the lockdown, the onsite workforce shortage created a pause into the business. However, the spread of COVID-19 is posing a slow execuon of orders, we are hopeful that the business performance will gain momentum with the ease of lockdown, transportaon and the availability of the manpower resources.

Your Company facing the economic problems that of high costs, diminished tradional revenue streams and reliance on things other than the product itself to make money. These are different challenges than the Manpower, soware, infrastructure itself as a set of technical and project management problems like Low budgeted value of projects, Delayed revenue, Less finance availability, Technology Obsolescence, Compeon.

The company's management is connuously making efforts to migate this risk. The Company has a structured approach for handling risks. The Company has adequate migaon plans for the risks based on the probability of their occurrence, potenal impact and volality. The emerging risks are discussed periodically with the management to ensure implementaon of proper control mechanism.

ACCOMPLISHMENTS OF TERA SOFTWARE

• l Tera Soware is working as System Integrator for implementaon of PAN City ICT project in Davanagere City, State of Karnataka from Davanagere Smart City Limited, Government of Karnataka to implement and integrate City Surveillance System, Smart Health Management, Solid Waste Management System, Water supply system, Underground Drainage, Intelligent Traffic Management System, Smart Parking, Intelligent Transport System, City Wi-Fi, Environment Sensors, e-Learning Centres, Smart energy/Roof Top Solar System, Smart Street Lighng and Quality Monitoring System.
• l Tera Soware is execung the implementaon of Bharat Net Project in the state of ODISHA. Bharat net is a Central Government of India Iniave to enrich the Rural India with the Broad Band Services, targeted to extend 2,50,000 Gram panchayats across India.
• l Tera Soware will be delivering the Maintenance services for Bharat net projects for next 6 Years to upkeep the network for delivery of services.
• l Tera Soware is more focused in the Broad Band services which is very essenal post corona Pandemic to deliver on line services. Tera so is currently

establishing the connecvity to 16,000 Gram panchayats under the Bharat Net project. And focused to bid for the same services in other parts of the Country under Bharat Net project.

• l Tera Soware will strive in technology in future days to extend the Fiber to Home services across rural India as it had the experse and delivered the technology to 10 lakh Households in the state of Andhra Pradesh.
• l We are ISO 20000-1:2011, ISO 27001:2013 and ISO 9001:2015 cerfied Company offering innovave, flexible and affordable soware soluons to customers across the globe.
• l We strive to create niche and set standards for technology considering the Pandemic across the globe. Pandemic claims to have three waves hence Tera Soware has targeted to achieve an annual turnover of 1500 Cr INR in next 5 years. With a shi in the future focus that are:
• l Digital Markeng.
• l FTTH Soluons. (Broad band services)
• l Mobile Applicaons.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

Company's internal controls are commensurate with its size and the nature of its operaons. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operaonal informaon, complying with applicable statutes, safeguarding assets from unauthorised use, execung transacons with proper authorisaon and ensuring compliance of corporate policies. Processes for formulang and reviewing annual and long-term business plans have been laid down.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

l The Company constantly reviews the man power requirements and has a properly equipped department to take care of the requirements. The total number of people employed by the Company as on 31.03.2021 is 610.

For and on behalf of the Board of Directors Sd/-

Tummala Gopichand Vice Chairman and Managing Director DIN: 00107886

Place: Hyderabad Date: 10-06-2021

Annexure-B

CORPORATE GOVERNANCE REPORT

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company believes that mely disclosures, transparent accounng policies coupled with a strong and independent board are the pillars of a good corporate governance structure. We endeavor to embrace and imbibe good governance pracces. Corporate Governance is an integral means for the existence of the Company. It ensures adherence to the moral and ethical values, legal and regulatory framework and the adopon of good pracces. We have a defined policy framework for ethical conduct of businesses. The Company is in compliance with the requirements spulated under Regulaon 17 to 27 read with Schedule V and clauses (b) to (i) of subregulaon (2) of Regulaon 46 of Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 ("SEBI Lisng Regulaons"), as applicable, with regard to corporate governance. A report on compliance with the principles of Corporate Governance as prescribed by SEBI in Chapter IV read with Schedule V of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 (Lisng Regulaons) is given below.

GOVERNANCE STRUCTURE

BOARD OF DIRECTORS

The composion of the Board with reference to the number of Execuve, Non-Execuve Directors and Woman Directors, meets the requirement of Regulaon 17(1) of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 as amended ("Lisng Regulaons").

The Company has an opmum combinaon of Non-Execuve Directors. The present Board comprises of Seven Directors which includes Non-Execuve & Independent Chairman, Execuve Director, Non-Execuve & Non-Independent Directors & Non-Execuve & Independent Director (including one Independent Woman Director) as under:

Name of the Director	Director IdenficaonNumber (DIN)	Category
Mr. Koteswara Rao SSR	00964290	Chairman (Non-Execuve & Independent Director)
Mr. T. Gopichand	00107886	Vice Chairman & Managing Director
		(Promoter Execuve Director)
Dr. T. Hanuman Chowdary	00107006	Non-Execuve & Independent Director
Dr. T. V. Lakshmi	00003020	Non-Execuve & Independent Director
Mr. Divakar Atluri	00033386*	Non-Execuve & Independent Director
Mr. T. Bapaiah Chowdary	00107795	Promoter Non-Execuve & Non-Independent Director
Mrs. T. Pavana Devi	00107698	Promoter Non-Execuve & Non-Independent Director

During the F.Y. 2020-21, *Mr. Divakar Atluri has been appointed as an Addional Director (Non-Execuve and Independent) in the Board Meeng held on 12th February, 2021 as recommended by the Nominaon and Remuneraon Commiee.

MEETINGS OF BOARD

The meengs of the Board of Directors are generally held at the registered office of the Company located at Hyderabad. The Board of Directors met Seven (7) mes during the financial year i.e. on 28.04.2020, 30.05.2020, 30.06.2020, 20.08.2020, 07.09.2020, 14.11.2020 and 12.02.2021 and the maximum me gap between any two meengs was less than one hundred and twenty days, as spulated under SEBI(LODR) Regualons,2015 as well as Companies Act, 2013. The meengs of the Board were governed by a structured agenda. Directors were given an opportunity to include any other maers in the agenda. The agenda, together with Board papers, were sent in full to the directors not less than seven business days before the intended date of the Board Meeng or a shorter period with the consent of Independent

directors. Necessary informaon as required under the act and as per the guidelines on Corporate Governance are placed before the board and reviewed by them from me to me.

None of the directors on the board is a Member of more than 10 commiees or Chairman of more than 5 commiees, across all companies in which he/she is a director. The necessary disclosures regarding commiee posions have been made by the directors.

The names and categories of the directors on the Board, their aendance at Board meengs held during the year and the number of directorships and commiee chairmanships/memberships held by them in other public companies as on 31st March, 2021 are given herein below:

Name of theDirector	Category	Number ofboardmeengsaended	Whetheraendedlast AGMheld	**No. ofDirectorshipsin public		***No. ofCommieeposions held inpublic companies	No. ofshareheld	%to thepaid-upsharecapital
		during theyear 2020-21	on31-10-2020	companies	Chairman	Member
Mr. T.Gopichand	Vice Chairman &Managing Director	77	Yes	11	0	0	1196554	9.56
Mr. KoteswaraRao SSR	IndependentNon-Execuve	5	No	2	0	3	0	0
Dr. T. HanumanChowdary	IndependentNon-Execuve	7	Yes	2	0	1	0	0
Dr. T.V. Lakshmi	IndependentNon-Execuve	7	Yes	1	1	1	0	0
Mr. DivakarAtluri	IndependentNon-Execuve	1	NA	1	1	0	0	0
Mr. T. BapaiahChowdary	Non-Execuve	7	Yes	1	1	1	92,676	0.74
Mrs. T. PavanaDevi	Non-Execuve	7	Yes	1	0	1	574760	4.59

** In the above table the number of directorships does not include directorships of private limited companies, companies registered under secon 8 of Companies Act, 2013/Secon 25 of Companies Act, 1956.

*** Chairmanship/Membership of commiees includes only Audit Commiee & Stakeholders Relaonship Commiees of public limited companies.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

Name of the Director	Nature of Relaonship
Mrs. T. Pavana Devi (Non-Execuve Director)	Spouse of Mr. T. Gopichand (Vice Chairman & ManagingDirector of the Company)
Mr. T. Bapaiah Chowdary (Non-Execuve Director)	Brother of Mr. T. Gopichand (Vice Chairman & ManagingDirector of the Company)

INDEPENDENT DIRECTORS

All Independent Directors of the Company have been appointed as per the provisions of the Companies Act, 2013 and the governance guidelines for board effecveness is adopted by the Company. Formal leers of appointment have been issued to the Independent Directors. The Independent Directors have submied declaraons that they meet the criteria of Independence laid down under the Companies Act, 2013 and the Lisng Regulaons.

The Company has formulated a policy to familiarize the independent directors with the Company, their roles, rights, responsibilies in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. The details of such familiarizaon programmes are disclosed on the website of the company www.terasoware.com.

Separate meeng of Independent Directors in compliance with Schedule IV of the Companies Act, 2013 was held on 12- 02-2021 without the aendance of non – Independent Directors. At such meengs, the Independent Directors, inter alia, reviewed the performance of (i) Chairman, Non-Independent Directors and the Board as a whole, (ii) Chairman of the Company taking into account views of Execuve/Non-Execuve Directors and (iii) assessing the quality, quanty and meliness of flow of informaon between the Company's management and the Board that is necessary for the Board to effecvely and reasonably perform their dues.

DETAILS OF SKILLS / EXPERTISE / COMPETENCE OF THE BOARD OF DIRECTORS

The Company has idenfied the following skills/experse/competence and those which are already available within the Board:

S. No.	Name of the Directors	Exisng Skills / Experse / Competence
1	Mr. T. Gopichand	Technology Innovaon, Strategic Development & Leadership
2	Mr. SSR Koteswara Rao	Accounts, Audit and Governance
3	Dr. T. Hanuman Chowdary	IT and Management Advisory
4	Dr. T.V. Lakshmi	Research & Innovaons
5	Mr. T. Bapaiah Chowdary	Management
6	Mrs. T. Pavana Devi	Strategy & Leadership
7	Mr. Divakar Atluri	Accounts, Audit and Governance

CODE OF CONDUCT

The Company has adopted a code of conduct for all board members and designated senior management. The dues of Independent Directors as laid down in the Companies Act, 2013, are incorporated in the Code of Conduct. The Code of Conduct is available on the website of the Company i.e. hp://terasoware.com/ investors/code-ofconduct/. The Managing Director has confirmed to the Board that the Company has obtained from all the members of the Board and Senior Management, affirmaon that they have complied with the Code of Conduct for Directors and Senior Management in respect of the financial year ended on 31st March, 2021. A declaraon to this effect signed by Managing Director has been incorporated in the Annual Report.

BOARD AND DIRECTOR EVALUATION AND CRITERIA FOR EVALUATION

The Company follows a structured assessment process for evaluaon of performance of the Board, Commiees of the Board and individual performance of each Director including the Chairman based on the criteria approved by the Board.

The Board has adopted a formal performance evaluaon policy for evaluang the performance of the Independent Directors. The exercise was carried out through a structured evaluaon process covering various aspects such as aendance at meengs of Board, core competencies, performance of specific dues and obligaons, leadership iniaves, adherence to code of conduct and compliance with the policies. The evaluaon of the Independent Directors was carried out by the enre board excluding the director being evaluated.

REMUNERATION OF DIRECTORS

• (a) All pecuniary relaonship or transacons of the nonexecuve directors vis- à-vis the listed enty: Except Mr. T. Gopichand (VC & MD), Mrs. T. Pavana Devi and Mr. T. Bapaiah Chowdary the Non-execuve Directors does not have any pecuniary relaonship or transacons vis-à-vis the listed enty except for receiving sing fees for aending meengs of the Board and Commiees.
• (b) Criteria of making payments to non-execuve directors: The Non-Execuve & Independent Directors receive sing fees. The amount of sing

fees is subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the me being in force and on the recommendaons by the Nominaon and Remuneraon Commiee and approved by the Board of Directors.

(c) Disclosures with respect to remuneraon

(i) All elements of remuneraon package of individual directors summarized under major groups:

S. No.	Name of the Director	Salary	Sing Fees	Total
1	Mr. T. Gopichand	84.00	- - -	84.00
2	Dr. T. Hanuman Chowdary	- - -	1.31	1.31
3	Mr. Koteswara Rao SSR	- - -	0.70	0.70
4	Dr. T.V. Lakshmi	- - -	0.94	0.94
5	Mr. Divakar Atluri	- - -	0.20	0.20
6	Mr. T. Bapaiah Chowdary	- - -	1.14	1.14
7	Mrs. T. Pavana Devi	- - -	0.77	0.77

For the year ending on 31st March, 2021 (Rs. in lakhs)

• (ii) Details of fixed component and performance linked incenves, along with the performance criteria: The Company does not have any performance linked incenves for the Execuve Directors. The appointments are made for a fixed period of me on the terms and condions in the respecve resoluon passed by the Members in the General Meeng.
• (iii) Service contracts, noce period, severance fees- Nil
• (iv) Stock opon details: Nil

BOARD COMMITTEES

The Meengs of each of the Commiees are convened by the respecve Chairman of the Commiees and also informed the Board about the summary of discussions held in the commiee meengs. The minutes of the commiee meengs are sent to all Directors individually and tabled at the respecve Board / Commiee Meengs.

The Company has five (5) level commiees namely Audit Commiee, Nominaon and Remuneraon Commiee, Stakeholders Relaonship Commiee, Corporate Social Responsibility (CSR) Commiee, Risk Management Commiee.

The constuon, terms of reference and the funconing of the exisng Commiees of the Board is explained herein.

AUDIT COMMITTEE

The Audit Commiee is responsible for the company's internal controls and the financial reporng process. The Commiee met four mes during the year i.e. on 30.06.2020, 07.09.2020, 14.11.2020 and 12.02.2021. The Chairman aended the last Annual General Meeng to answer shareholders' queries. The composion of the Audit Commiee of the Board of Directors of the Company along with the details of the meengs held and aended during the Financial Year 2020-21 are detailed below.

Name	Category	Posion	No ofMeengsheld	No ofMeengsaended
Mr. Divakar Atluri*	Non Execuve & Independent Director	Chairman	4	1
Dr. T. Hanuman Chowdary	Non Execuve & Independent Director	Member	4	4
Mr. Koteswara Rao SSR	Non Execuve & Independent Director	Member	4	2
Mr. T. Bapaiah Chowdary	Non Execuve & Non-Independent Director	Member	4	3

*Mr. Divakar Atluri has been appointed as a member in the Audit Commiee on 12th February, 2021.

Brief Descripon of Terms of reference is as follows:

• Ÿ Overseeing the Company's financial reporng process and disclosure of its financial informaon.
• Ÿ Review of financial statements before submission to the Board for approval.
• Ÿ Recommend to the Board the appointment, reappointment, remuneraon and terms of appointment of auditors, fixaon of audit fees.
• Ÿ Review the performance of the internal and statutory auditors.
• Ÿ Review the adequacy of the internal audit funcon and the adequacy and efficacy of the internal control systems.
• Ÿ Evaluate internal financial controls and risk management systems.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders' Relaonship Commiee (SRC) comprises of three Members of which one member is an Independent Director. The Commiee is governed by the following terms of reference:

• Ÿ Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate cerficates, general meengs etc.
• Ÿ Review of measures taken for effecve exercise of vong rights by shareholders.
• Ÿ Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.
• Ÿ Review of the various measures and iniaves taken by the Company for reducing the quantum of unclaimed dividends and ensuring mely receipt of dividend warrants/annual reports/ statutory noces by the shareholders of the company.
• Ÿ The composion of the SRC Commiee along with the details of the meengs held and aended during the financial year 2020-21 are detailed below:

Name	Category	Posion	No ofMeengsheld	No ofMeengsaended
Mr. T. Bapaiah Chowdary	Non-Execuve Director	Chairman	1	1
Dr. T.V. Lakshmi	Non-Execuve & Independent Director	Member	1	1
Mrs. T. Pavana Devi	Non-Execuve Director	Member	1	1

During the year, One SRC Commiee meeng was held on 12th February, 2021. During the year 1 Complaint/Query of general nature (non-receipt of Annual Reports, IEPF Claim of shares, Service/delivery of Annual Report) received from the shareholders were aended promptly and replied/resolved to the sasfacon of the concerned shareholder. There are no pending complaints at the close of the financial year. The Company designated a separate email ID for investor grievances viz: info@terasoware.in

Compliance Officer Name and Address

Mr Ch. Mallikarjuna

Company Secretary & Compliance Officer

Tera Soware Limited, # 8-2-293/82/A/1107

Plot No. 1107, Road No. 55, Jubilee Hills, Hyderabad – 500033.

E-mail: companysecretary@terasoware.in

NOMINATION AND REMUNERATION COMMITTEE

The Nominaon and Remuneraon Commiee comprises of three Members of which 2 members are Independent Directors. The Commiee is governed by the following terms of reference:

• l Idenfying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
• l Formulaon of criteria for evaluaon of Independent Directors and the Board;
• l Formulaon of the criteria for determining qualificaons, posive aributes and independence of a director and recommend to the Board a policy, relang to the remuneraon of the directors, key managerial personnel and other employees;
• l Devising a policy on Board diversity.

The composion of the NRC Commiee along with the details of the meengs held and aended during the financial year 2020-21 are detailed below:

Name	Category	Posion	No ofMeengsheld	No ofMeengsaended
Dr. T. Hanuman Chowdary	Non-Execuve & Independent Director	Chairman	2	2
Dr. T.V. Lakshmi	Non-Execuve & Independent Director	Member	2	2
Mr. T. Bapaiah Chowdary	Non-Execuve Director	Member	2	2

During the year under review, 2 NRC Commiee meengs were held on 30th June, 2020 and 12th February, 2021.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constuted a Corporate Social Responsibility (CSR) Commiee as required under Secon 135 of the Companies Act, 2013 and Rules made there under with the following terms of reference:

• Formulate and recommend to the Board, a CSR Policy indicang the acvity or acvies to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.
• Recommend the amount to be incurred on the CSR acvies.
• Monitor implementaon and adherence to the CSR Policy of the company periodically.
• Such other maers and funcons as may be determined from me to me.

The CSR policy of the Company is available on our website, www.terasoware.com under investors secon. The composion of the CSR Commiee along with the details of the meengs held and aended during the financial year 2020-21 are detailed below:

Name	Category	Posion	No ofMeengsheld	No ofMeengsaended
Dr. T. Hanuman Chowdary	Non-Execuve & Independent Director	Chairman	1	1
Mr. Divakar Atluri*	Non-Execuve & Independent Director	Member	1	NA
Mr. T.Gopichand	Execuve Director	Member	1	1
Mrs. T. Pavana Devi	Non-Execuve Director	Member	1	1

*Note: Mr. Divakar Atluri has been appointed in CSR Commiee w.e.f.12th February, 2021.

During the financial year 2020-21 one CSR Commiee meeng was held on 14th November, 2020.

RISK MANAGEMENT COMMITTEE

The Company has voluntarily formed Risk Management Commiee. The Commiee has been delegated the authority by the Board to review and monitor the implementaon of the risk management policy of the Company.

No meeng of this Commiee was held during the financial year i.e. 2020-21. Constuon of the commiee is as follows:

Name	Category	Posion
Mr. T. Gopichand	Execuve Director	Chairman
Mr. Koteswara Rao SSR	Non-Execuve & Independent Director	Member
Dr. T. V.Lakshmi	Non-Execuve & Independent Director	Member

GENERAL BODY MEETINGS

The date, me and venue of the General Meengs & Postal Ballots held during the preceding three years and the Resoluon (s) passed thereat are as follows:

AnnualGeneralMeeng	Venue	Time,Day & Date	Special Resoluon passed
26th AGM	Through Video Conference	31st October,2020, Saturday11:00 AM	Nil
25th AGM	Jubilee Hills Internaonal Center,Road No. 14, Jubilee Hills,Hyderabad, Telangana 500033	26th September,2019 Thursday11:00 AM	1.To re-appoint Dr. Hanuman ChowdaryTripuraneni (DIN: 00107006 AGE: 87) as anIndependent Director2.To r e - a p p o i n t M r. R a m a l i n g a p p aShivabasappa Bakkannavar ((DIN: 00108720AGE:77 years) as an Independent Director3.To re-appoint Mr. Surapaneni Sree RamaKoteswara Rao (DIN: 00964290 AGE: 76) asan Independent Director4.To re-appoint Mrs. Thozuvanoor VellatLakshmi (DIN: 00003020 AGE: 60) as anIndependent Director
24th AGM	Jubilee Hills Internaonal Center,Road No. 14, Jubilee Hills,Hyderabad, Telangana 500033	17th September,2018 Monday11:00 AM	NIL

Means of Communicaon

The quarterly unaudited results are announced within the me limit specified under lisng agreement. The aforesaid financial results are sent to BSE & NSE and also uploaded on the Company's website www.terasoware.com immediately aer being approved by the Board. The results are thereaer published in the leading Naonal newspaper namely Financial Express in English and regional newspaper namely Nava Telangana in telugu language.

The audited financial statements form part of the Annual Report which is sent to the Members well in advance of the Annual General Meeng. The Company also informs by way of inmaon to BSE & NSE and placing on its website all price sensive maers or such other maers, which in its opinion are material and of relevance to the members.

GENERAL SHAREHOLDER INFORMATION

a)	AGM - Date, Time and Venue	Friday, the 30th day of July, 2021 at 11:00 AM at the registered office
		of the Company through Video Conferencing (VC)/ Other Audio Visual
		Means (OAVM).
b)	Financial Year	1st April, 2020 to 31st March, 2021.
c)	Date of Book Closure	Friday, 23rd July, 2021 to Thursday, 29th July, 2021 (both days inclusive)
d)	Lisng on stock exchanges	BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001.
		Naonal Stock Exchange of India Ltd., Exchange Plaza, C-1, Block G,
		Bandra-kurla Complex, Bandra (East), Mumbai-400051.
e)	Scrip Code/Symbol	BSE: 533982 NSE: TERASOFT
f)	Company's ISIN	INE482B01010

g) Market Price Data

The monthly high and low stock quotaons during the last financial year in BSE & NSE are given below

Month		BSE		SENSEX	NSE		NIFTY50
&Year	High	Low	High	Low	High	Low	High	Low
Apr-20	23.69	13.00	33887.25	27500.79	23.50	12.20	9889.05	8055.80
May-20	21.50	16.80	32845.48	29968.45	21.30	16.50	9598.85	8806.75
Jun-20	28.50	17.60	35706.55	32348.10	28.00	17.50	10553.15	9544.35
Jul-20	36.80	24.10	38617.03	34927.20	36.50	23.80	11341.40	10299.60
Aug-20	33.40	23.55	40010.17	36911.23	33.35	23.85	11794.25	10882.25
Sep-20	31.95	24.30	39359.51	36495.98	32.95	24.00	11618.10	10790.20
Oct-20	36.50	25.10	41048.05	38410.20	36.30	24.70	12025.45	11347.05
Nov-20	32.50	27.40	44825.37	39334.92	33.50	26.80	13145.85	11557.40
Dec-20	56.90	29.35	47896.97	44118.10	57.00	28.70	14024.85	12962.80
Jan-21	72.30	42.15	50184.01	46160.46	72.50	42.10	14753.55	13596.75
Feb-21	51.35	39.20	52516.76	46433.65	51.70	39.30	15431.75	13661.75
Mar-21	43.20	35.45	51821.84	48236.35	43.60	35.20	15336.30	14264.40

h) Share Price Performance in comparison to Broad Based Indices BSE Sensex and NSE Niy as on 31st March, 2021

Parculars	Share Price v/s NSE		Share Price v/s BSE
	Share Price v/s NSENiy50		Share Price v/s NSE	Niy50
As on 1st April, 2020	13.25	8253.80	13.16	28,265.31
As on 31st March, 2021	37.85	14690.70	38.00	49,509.15
Changes (%)	185.66	77.98	188.75	75.15

Registrars and Transfer Agents

Kfin Technologies Private Limited, Karvy Selenium Tower B,

Plot 31 & 32, Financial District, Gachibowli, Nanakramguda,

Serilingampally Mandal, Hyderabad – 500032

Tel: 040 6716 1606

Toll Free No: 1800-3454-001

E-mail: einward.ris@kfintech.com Website: hps://www.kfintech.com/

j) Share transfer system

The Company's shares are in Demat mode. The shares received for transfer in physical mode are registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respects.

The Company appointed M/s. KFin Technologies Private Limited as the Registrar and Transfer Agents for dealing with all the acvies connected with both physical and Demat segments pertaining to the share transacons of the Company.

k) Distribuon of Shareholding as on 31st March, 2021

Category (Shares)	No. of Cases	% of Cases	Amount	% to equity
1-5000	11221	85.52	14075190.00	11.25
5001 - 10000	997	7.60	8092120.00	6.47
10001 - 20000	463	3.53	6955210.00	5.56
20001 - 30000	135	1.03	3513760.00	2.81
30001 - 40000	80	0.61	2795390.00	2.23
40001 - 50000	51	0.39	2363700.00	1.89
50001 - 100000	100	0.76	7212720.00	5.76
100001 & Above	74	0.56	80110660.00	64.03
Total:	13121	100.00	125118750.00	100.00

l) Shareholding Paern as on 31st March, 2021

Sl. No	Category of ShareholderNo. Share-holders	No. Share-holders	Total Shares	% of TotalShares
A	Shareholding of Promoter & Promoter Group
	Indian
	Individuals/Hindu Undivided Family	8	5948327	47.54
	Foreign	Nil	Nil	Nil
	Public Shareholding:	Nil	Nil
	Instuons:
	Financial Instuons/Banks	1	100	0.00
	Non-Instuons:
	Bodies Corporate	66	261224	2.09
	Individual shareholders holding nominal sharecapital up to Rs. 2 lakhs.	12851	4894144	39.12
	Individual shareholders holding nominal sharecapital in excess of Rs. 2 lakhs.	18	1097006	8.77
	NBFCs Registered with RBI	0	0	0.00
	Clearing Members	46	41725	0.33
	Non Resident Indians	93	165685	1.32
	Non Resident Indians-Non Repatriable	37	35050	0.28
	Investor Educaon & Protecon Fund (IEPF)	1	68614	0.55
	Total:	13121	12511875	100.00

m) Shareholders holding more than 1% of shares

Sl.No	Name of the Shareholder	No. of Equity Shares	% of Shareholding
1	Raja Sekhar Tummala	2824617	22.58
2	Tummala Gopichand	1196554	9.56
3	Madhu Mitra Tummala	841308	6.72
4	Tummala Pavana Devi	574760	4.59
5	N Sri Durga	226537	1.81
6	Pravin N Gala HUF	184313	1.47
7	Mahendra Giridharilal	156209	1.25
8	Parag Vipin Shah	142051	1.14
9	T. Seetharamamma	136875	1.09
10	Rajesh Dinkar Fowkar	129942	1.04
	Total:	6413166	51.25

n) Dematerializaon of Shares & Liquidity

The Company's shares are traded in dematerialized form and are available for trading on both the depositories, viz. Naonal Securies Depository Ltd., (NSDL) and Central Depository Services (India) Ltd., (CDSL).

Details of shares held in physical and dematerialized form as on 31st March, 2021:

Mode of Holding	No. of Shares	% of Total Shares
NSDL	9534338	76.20
CDSL	2916646	23.31
Physical	60891	0.49
Total:	12511875	100.00

As at the end of 31st March, 2021 total 99.51% of paid-up Equity Shares of the Company are in electronic form.

o) Outstanding GDRs/ADRs/Warrants or any other converble instruments, conversion date and likely impact on equity:

The Company has not issued any GDRs/ADRs/Warrants/converble debentures during the year 2020-21 and there are no outstanding converble instruments which will impact the equity.

p) Address for correspondence and contact persons for investors' queries:

Investors' correspondence may be addressed to Mr. Ch. Mallikarjuna, Company Secretary at the Registered Office of the Company at 8-2-292/82/A/1107, Plot No.1107, Road No: 55, Jubilee Hills, Hyderabad – 500 033, Tel: 040- 23547447; E-mail: companysecretary@terasoware.in

q) Policies of the company with regard to related party transacons are available at hp://terasoware.com/ investors/related-party-transacon-policy/

r) Outstanding of unclaimed dividend amounts:

In terms of Secon 124 of the Companies Act, 2013, the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unclaimed dividend account to the Investor Educaon and Protecon Fund (IEPF). Members are requested to claim their dividend(s) if any, unclaimed from the Company before transfer to the Investor Educaon and Protecon Funds.

Further, pursuant to Secon 124(6) of the Act read with relevant rule of Investor Educaon and Protecon Fund Authority (Accounng, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Company had transferred unclaimed dividend for the F.Y. 2012-13 of Rs. 1,51,056/- and 5,745 unclaimed equity shares to Investor Educaon and Protecon Fund. Members are further requested to note that on compleon of 7 years, no claims shall lie against the said fund or company for the amounts of dividend so transferred, nor shall any payment be made in respect of such claims. Shareholders may note that both the unclaimed dividend and the shares transferred to IEPF including all benefits accruing on such shares, if any, can be claimed back from IEPF aer following the procedure prescribed in the Rules.

Details of outstanding amount of unclaimed dividend lying in Unpaid Dividend Account as on 31st March, 2021.

Financial year	Amount remainingLast date for claimingDate of declaraonUnclaimed as onunpaid dividend amountof Dividend31.03.2021 (in Rs.)(on or before)		Last date fortransfer to IEPF
2013-14	30/09/2014	169,048	06/11/2021	06/12/2021
2014-15	30/09/2015	140,320	06/11/2022	06/12/2022
2015-16	30/09/2016	243,264	06/11/2023	06/12/2023

OTHER DISCLOSURES

• i. Related party transacons: There are no materially significant related party transacons during the year 2020-21 that has potenal conflict of interest with the interest of Company at large.
• ii. There was no non-compliance by the Company for which penales or strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any maer related to Capital Markets, during the last three years.
• iii. The Vice Chairman & Managing Director and the Chief Financial Officer have given cerficaon in accordance with Regulaon 17(8) of the SEBI (LODR) Regulaons, 2015 for the Financial Year ended 31st March, 2021.
• iv. The Company has a Whistle-Blower Policy for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud or violaon of the Company's code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Commiee in appropriate or exceponal cases. During the year, no employee of the Company was denied access to the Audit Commiee. The said policy has been uploaded o n t h e w e b s i t e o f t h e C o m p a n y a t hp://terasoware.com/investors/vigil-blowerpolicy/.

v. Prohibion of Insider Trading

The Company has adopted a Code of Conduct for Prevenon of Insider Trading with a view to regulate trading in securies by the Directors and designated employees of the Company. The code provides for periodical disclosures from Directors and designated employees as well as pre-clearances of transacons by such persons.

• vi. The status on the compliance with the nonmandatory recommendaon in the SEBI Regulaons is as under

• · The Chairman of the Board is a Non-Execuve & Independent Director and his posion is separate from that of the Vice Chairman & Managing Director.

• · During the year under review, there is no audit qualificaon in the company's financial statements.

• · The Internal Auditor directly reports to the Audit Commiee.

• vii. SEBI Complaints Redressal System (SCORES): SEBI has iniated SCORES for processing the investor complaints in a centralized web-based redress system and online redressal of all the shareholders complaints. The Company is in compliance with the SCORES and redressed the shareholders complaints well within the spulated me.

• viii. NSE Electronic Applicaon Processing System (NEAPS) & BSE Corporate Compliance & Lisng Centre (the 'Lisng Centre'): The NEAPS & BSE's Lisng Centre are web-based applicaon designed by NSE for corporate. All periodical compliance filings like shareholding paern, corporate governance report, investor's complaints, media releases, among others are filed electronically on NEAPS.

For and on behalf of the Board of Directors Sd/- Tummala Gopichand Place:Hyderabad Vice Chairman and Managing Director Date: 10-06-2021 DIN: 00107886

Annexure - C

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2021

[Pursuant to Secon 204(1) of the Companies Act, 2013 and rule no.9 of the Companies (Appointment and Remuneraon Personnel) Rules, 2014]

To, The Members, Tera Soware Limited 8-2-293/82/A/1107, Road No-55 Plot No-1107, Jubilee Hills, Hyderabad-500033.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate pracces by Tera Soware Limited (hereinaer referred as 'the Company'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluang the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verificaon of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the informaon provided by the Company, its officers, agents and authorized representaves during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2021 ("Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporng made hereinaer:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2021 according to the provisions of:

• (i) The Companies Act, 2013 (the Act) and the rules made there under;
• (ii) The Securies Contracts (Regulaon) Act, 1956 ('SCRA') and the rules made there under;
• (iii) The Depositories Act, 1996 and the Regulaons and Bye-laws framed there under;
• (iv) Foreign Exchange Management Act, 1999 and the rules and regulaons made thereunder to the extent

of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; Not applicable to the Company during the Audit Period.

• (v) The following Regulaons and Guidelines prescribed under the Securies and Exchange Board of India Act, 1992 ('SEBI Act'):-
  • (a) The Securies and Exchange Board of India (Substanal Acquision of Shares and Takeovers) Regulaons, 2011;
  • (b) The Securies and Exchange Board of India (Prohibion of Insider Trading) Regulaons, 2015 as amended from me to me;
  • (c) The Securies and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulaons, 2009; No event falling under this Regulaon have occurred during the Audit Period
  • (d) The Securies and Exchange Board of India (Lisng Obligaons & Disclosure Requirements) Regulaons, 2015;
  • (e) The Securies and Exchange Board of India (Employee Stock Opon Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; No event falling under this Regulaon have occurred during the Audit Period.
  • (f) The Securies and Exchange Board of India (Issue and Lisng of Debt Securies) Regulaons, 2008; No event falling under this Regulaon have occurred during the Audit Period.
  • (g) The Securies and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulaons, 1993 regarding the Companies Act and dealing with client;
  • (h) The Securies and Exchange Board of India (Delisng of Equity Shares) Regulaons, 2009; No event falling under this Regulaon have occurred during the Audit Period.

40

• (i) The Securies and Exchange Board of India (Buyback of Securies) Regulaons, 1998; No event falling under this Regulaon have occurred during the Audit Period.
• (vi) The IEPF & Misc. Provisions Act, 1952;
• (vii) Other Laws applicable specifically to the Company, namely:
  • Informaon Technology Act, 2000;
  • The Micro, Small and Medium Enterprises Development Act, 2006

We have also examined compliance with the applicable clauses of the following:

• (i) Secretarial Standards issued by The Instute of Company Secretaries of India.
• (ii) The Lisng Agreements entered into by the Company with BSE (Bombay Stock Exchange) & NSE (Naonal Stock Exchange)

During the period under review the Company has complied with the provisions of the Act, Rules, Regulaons, Guidelines, Standards, etc. menoned above.

I further report that

• I. The Board of Directors of the Company is duly constuted with proper balance of Execuve Directors, Non-Execuve Directors and Independent Directors. The changes in the composion of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
• ii. Adequate noce is given to all directors to schedule the Board Meengs, including Commiees thereof, along with the agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further informaon and clarificaons on the agenda items before the meeng and for meaningful parcipaon at the meeng.
• iii. Majority decision is carried through while the dissenng members' views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operaons of the company to monitor and ensure compliance with applicable laws, rules, regulaons and guidelines.

Sd/- CS K.CH. VENKAT REDDY For C. V. REDDY K & ASSOCIATES Place: Hyderabad Company Secretaries Date: 17-05-2021 FCS No.: 7976 C P No.: 8998 UDIN: F007976C000337426

This report is to be read with our leer of even date which is annexed as 'Annexure A' and forms an integral part of this report.

'Annexure A'

To,

Tera Soware Limited 8-2-293/82/A/1107, Road No-55 Plot No-1107, Jubilee Hills, Hyderabad-500033.

Our report of even date is to be read along with this leer.

• 1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
• 1. We have followed the audit pracces and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verificaon was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and pracces, we followed provide a reasonable basis for our opinion.
• 1. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
• 1. Wherever required, we have obtained the Management representaon about the compliance of laws, rules and regulaons and happening of events etc.
• 1. The compliance of the provisions of Corporate and other applicable laws, rules, regulaons, standards is the responsibility of management. Our examinaon was limited to the verificaon of procedures on test basis.

1. The Secretarial Audit report is neither an assurance as to future viability of the company nor of the efficacy or effecveness with which the management has conducted the affairs of the Company.

Sd/- CS K.CH. VENKAT REDDY For C. V. REDDY K & ASSOCIATES Company Secretaries Place: Hyderabad FCS No: 7976 Date: 17.05.2021 C P No.: 8998

ANNUAL SECRETARIAL COMPLIANCE REPORT

OF TERA SOFTWARE LIMITED FOR THE YEAR ENDED 31ST MARCH, 2021

[under Regulaon 24A of Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015]

We C.V. Reddy K & Associates, Praccing Company Secretaries have examined:

• (a) all the documents and records made available to us and explanaon provided by Tera Soware Limited ("the listed enty"),
• (b) the filings/ submissions made by the listed enty to the stock exchanges,
• (c) website of the listed enty,
• (d) any other document/ filing, as may be relevant, which has been relied upon to make this cerficaon,

for the year ended 31st March, 2021 ("Review Period") in respect of compliance with the provisions of:

• (a) the Securies and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulaons, circulars, guidelines issued thereunder; and
• (b) the Securies Contracts (Regulaon) Act, 1956 ("SCRA"), rules made thereunder and the Regulaons, circulars, guidelines issued thereunder by the Securies and Exchange Board of India ("SEBI");

The specific Regulaons, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

• (a) Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015;
• (b) Securies and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulaons, 2018; Not Applicable

(c) Securies and Exchange Board of India (Substanal Acquision of Shares and Takeovers) Regulaons, 2011;

Annual Report 2020 - 21

• (d) Securies and Exchange Board of India (Buyback of Securies) Regulaons, 2018; Not Applicable
• (e) Securies and Exchange Board of India (Share Based Employee Benefits) Regulaons, 2014; Not Applicable
• (f) Securies and Exchange Board of India (Issue and Lisng of Debt Securies) Regulaons, 2008; Not Applicable
• (g) Securies and Exchange Board of India (Issue and Lisng of Non- Converble and Redeemable Preference Shares) Regulaons, 2013; Not Applicable
• (h) Securies and Exchange Board of India (Prohibion of Insider Trading) Regulaons, 2015;
• (i) Securies and Exchange Board of India (Registrars to an issue and share transfer agents) Regulaons 1993
• (j) Securies and Exchange Board of India (Depositories and Parcipants) Regulaons 2018;

and circulars/ guidelines issued thereunder;

and based on the above examinaon, I/We hereby report that, during the Review Period:

The listed enty has complied with the provisions of the above Regulaons and circulars/ guidelines issued thereunder.

• (a) The listed enty has maintained proper records under the provisions of the above Regulaons and circulars/ guidelines issued thereunder insofar as it appears from our examinaon of those records.
• (b) There were no acons taken against the listed enty/ its promoters/ directors either by SEBI or by Stock Exchanges (including under the Standard Operang Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulaons and circulars/ guidelines issued thereunder:
• (c) There were no observaons made for which any acon need to be taken by the listed enty:

Sd/- CS K.CH. VENKAT REDDY For C. V. REDDY K & ASSOCIATES Company Secretaries Place: Hyderabad FCS No.: 7976 Date: 17.05.2021 C P No.: 8998 UDIN: F007976C000337437

42

Annexure - D

Annexure – II

Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014

1. Brief outline on CSR Policy of the Company:

Tera Soware Limited (Company) believes that CSR plays an important role in an organizaon's existence and sustained growth. In line with this, Tera Soware Limited would be carrying out CSR acvies to build a beer, sustainable way of life for the weaker secons of society and to promote the Educaon. CSR programmes, projects and acvies are independent from the normal business acvies of the Company. The core areas of CSR acvies are:

• Ÿ Promoon of educaon including special educaon and employment enhancing vocaonal skills
• Ÿ Eradicang hunger, Poverty and malnutrion, promong healthcare and sanitaon
• Ÿ Providing drinking water to weaker secons and to the children at government schools.
• Ÿ Contribuon to the Prime Minister's Naonal Relief Fund or any other fund set up by the Central Government or the State Governments for social

economic development and relief.

ŸName2.Composion of CSR Commiee:	Environment protecon, animal welfare, agro forestry, conservaon of natural resources.Category	Posion	No of Meengsheld	No of Meengsaended
Dr. T. Hanuman Chowdary	Non-Execuve & Independent Director	Chairman	1	1
Mr. Divakar Atluri*	Non-Execuve & Independent Director	Member	1	NA
Mr. T. Gopichand	Execuve Director	Member	1	1
Mrs. T. Pavana Devi	Non-Execuve Director	Member	1	1

*Note: Mr. Divakar Atluri has been appointed in CSR Commiee w.e.f.12th February, 2021

• 1. Web-link where Composion of CSR commiee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company www.terasoware.com
• 1. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (aach the report). - NOT APPLICABLE
• 1. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

Sl. No.	Financial Year	Amount available for set-off frompreceding financial years (in Rs.)	Amount required to beset-off forthe financial year, if any (in Rs.)
		Nil

6. Average net profit of the company as per secon 135(5): Rs. in lakhs

Parculars	For the Financial year ended31st March
	2020	2019	2018
Net Profit	986.50	596.26	230.30
Average Net profit for the preceding three financial years		604.35

• 1. (a) Two percent of average net profit of the company as per secon 135(5) Rs.12,08,715/-
• (b) Surplus arising out of the CSR projects or programmes or acvies of the previous financial years NIL
• (c) Amount required to be set off for the financial year, if any NIL
• (d) Total CSR obligaon for the financial year (7a+7b-7c) Rs.12,08,715/-
• 1. (a) CSR amount spent or unspent for the financial year:

Total Amount	Amount Unspent (in `)
Spentfor the	Total Amount transferred to UnspentCSR Account as per secon 135(6)		Amount transferred to any fund specified underSchedule VII as per second proviso to secon 135(5)
Financial Year(in Rs.)	Amount in Rs.	Date of transfer	Name of the Fund	Amount	Date of transfer
Nil	12,08,715/-	30-04-2021	NA	Nil	NA

Intentionally Kept Blank

	Details of CSR amount spent against ongoing projects for the financial year: Nil(b)
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)		(11)
Sl.No.	Name of the Project	in ScheduleItem fromacviesto the Actlist ofVIIthe	(Yes/ No)Localarea	Locaon ofthe project	duraonProject	allocatedprojectAmount(in `)thefor	financialcurrentAmountspentin the(in `)Year	transferred toCSR AccountAmountUnspentprojectSecon(in Rs.)for theas per135(6)	ImplemenMode oftaon -(Yes/No)Direct		Implementaon - ThroughImplemenng AgencyMode of
				State	District					Name	CSR Registraon number
1.	Siddaganga InstuteConvenon Hall forof Technology (SIT)Contribuon forconstrucon ofCampus	Developmentof EducaonPromoonProject	Yes	Karnataka	PIN: 572103,SIT Campus,TumakuruB.H. Road,Karnataka	25,00,000	Nil	25,00,000	Yes	- - -	- - -
2.	Drainage and Sewageworks at Gagillapurvillage, Ameenpur,Hyderabad.	developmentprojectsRural	Yes	Telangana	Ameenpur,HyderabadGagillapurVillage,	15,38,302	Nil	15,38,302	Yes

(C) Details of CSR amount spent against other than on going projects for the financial year:

(9)	Implementaon - ThroughImplemenng AgencyMode of	CSR Registraon number
		Name
(8)	Implemen-taon -Direct (Yes/No)Mode of
(7)	for the projectAmount spent(in Rs.)		Nil
(6)	Locaon ofthe project	District
(5)		State
(4)	(Yes/ No)Localarea
(3)	VII to the Actin ScheduleItem fromthe list ofacvies
(2)	Name of the Project
(1)	Sl.No.

• (d) Amount spent in Administrave Overheads: Nil
• (e) Amount spent on Impact Assessment, if applicable: Nil
• (f) Total amount spent for the Financial Year (8b+8c+8d+8e): Nil
• (g) Excess amount for set off, if any: Nil
• 1. (a) Details of Unspent CSR amount for the preceding three financial years:

SI.No.	PrecedingFinancial	Amounttransferred toUnspent CSRAccount under	Amountspent in thereporting	Amount transferred to any fundspecified under Schedule VII as per	section 135(6), if any		Amount remainingto be spentin succeeding
	Year	section 135 (6)(in ₹)	Financial Year Name of the(in ₹)	Fund	Amount(in ₹)	Date oftransfer	financial years(in ₹)
1.	2018-19	7,71,587/	9,00,000	NA	Nil	NA	7,71,587/
2.	2017-18	20,58,000/-	Nil	NA	Nil	NA	20,58,000/-
3.	2016-17	$23,16,210/-$	23,16,210/	NA	Nil	NA	Nil

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

$\vert$ (1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
$\parallel$ SI.No.	ProjectID	Name oftheProject	Financial Yearin which theprojectcommenced	Projectduration	Totalamountallocated forthe project(in ₹)	Amountspent on theproject inthereportingFinancialYear (in ₹)	Cumulativeamountspent at theendof reportingFinancialYear (in ₹)	Status ofthe project- Completed/Ongoing
					Nil

• 1. In case of creaon or acquision of capital asset, furnish the details relang to the asset so created or acquired through CSR spent in the financial year (asset-wise details):
  • (a) Date of creaon or acquision of the capital asset(s): Not Applicable
  • (b) Amount of CSR spent for creaon or acquision of capital asset: Not Applicable
  • (c) Details of the enty or public authority or beneficiary under whose name such capital asset is registered, their address etc: Not Applicable
  • (d) Details of the capital asset(s) created or acquired (including complete address and locaon of the capital asset): Not Applicable
• 1. Reason(s), if the company has failed to spend two per cent of the average net profit as per secon 135(5) Due to Projects are ongoing projects and waited for the requirement of funds of Projects of idenfied and also due to Pandemic of COVID-19 the implementaon of the project acvies are in slow down.

For and on behalf of the Board of Directors Sd/- Tummala Gopichand Place: Hyderabad Vice Chairman and Managing Director Date: 10-06-2021 DIN: 00107886

Annexure-E

Form No. MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2021

[Pursuant to Secon 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administraon) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

Ι.	CIN	L72200TG1994PLC018391
ii.	Registration Date	26/09/1994
iii.	Name of the Company	Tera Software Limited
iv.	Category / Sub-Category of theCompany	Company limited by Shares/Indian Non-Government Company
v.	Address of the Registered office andcontact details	#8-2-293/82/A/1107, Road No: 55, Plot No: 1107, Jubilee Hills,Hyderabad-500033, Telangana.Tel: 040-23547447, 040 - 23547448Fax: 040 - 23547449Email: info@terasoftware.in;Website: www.terasoftware.com
vi.	Whether listed company (Yes /No)	Yes (BSE & NSE)
vii.	Name, Address and Contact detailsof Registrar and Transfer Agent, ifany	KFin Technologies Private LimitedSelenium Tower B, Plot 31 & 32, Gachibowli,Financial District, Nanakramguda, Serilingampally Mandal,Hyderabad - 500032Contact Person: Mohammed ShanoorOfficer-Corporate RegistryToll free Number: 1-800-309-4001Email: einward.ris@kfintech.comWebsite: www.kfintech.com and /or https://ris.kfintech.com

II. P RINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business acvies contribung 10% or more of the total turnover of the company shall be stated:-

SI. Name and Description of main	NIC Code of the	% to total turnover of the Company
No products/services	Product/Service
IT & Integrated related services	6201	100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.No. Name and Address of the company $ $ CIN/GLN $ $ Holding/Subsidiary/ $ %$ of shares held $ $ Applicable	Associate	Section
	NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Share Holding

Category ofShareholders		No. of Shares held at the beginning ofthe year $(1st$ April, 2020)				No. of Shares held at the end of the year(31 st March, 2021)			%Changeduring
	Demat	Physical	Total	% ofTotalShares	Demat	Physical	Total	$%$ ofTotalShares	the year
A. Promoters
1) Indian
a) Individual/HUF	6010651	$\overline{\phantom{a}}$	6010651	48.04	5948327	$\overline{\phantom{a}}$	5948327	47.54	(0.05)
b) Central Govt.	$\hspace{0.05cm} \ldots$	$--$	$\overline{\phantom{m}}$	$\overline{\phantom{m}}$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	$\overline{\phantom{m}}$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$
c) State Govt.(s)	$\overline{\phantom{m}}$	--	$-$	$\overline{\phantom{m}}$	$\overline{\phantom{a}}$	$- -$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	$-$
d) Bodies Corp	--	$-$	$-$	$-$	--	$-$	--	--	$-$
e) Banks / FI	$\overline{\phantom{a}}$	$\mathord{\hspace{1pt}\text{--}\hspace{1pt}}$	$\mathord{\hspace{1pt}\text{--}\hspace{1pt}}$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	$-$	$\sim$ $-$	$\qquad \qquad -$	--
f) Any Other	$\overline{a}$	--	$\overline{a}$	÷÷	$\overline{a}$	--	$\overline{a}$	÷÷	$\overline{a}$
Sub-total(A)(1): -	6010651	--	6010651	48.04	5948327	--	5948327	47.54	(0.05)
2) Foreign
a) Individuals (Non-ResidentsIndividuals/ForeignIndividuals	$\overline{\phantom{m}}$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	$\hspace{0.05cm} \ldots$	$\overline{\phantom{a}}$	$\hspace{0.05cm}$ $\hspace{0.05cm}$	$\mathord{\hspace{1pt}\text{--}\hspace{1pt}}$	$\hspace{0.05cm} \textbf{--}$	$\mathord{\hspace{1pt}\text{--}\hspace{1pt}}$
b) Government	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	$\hspace{0.05cm}$ – $\hspace{0.05cm}$	$\mathord{\hspace{1pt}\text{--}\hspace{1pt}}$	$\overline{\phantom{a}}$	$\hspace{0.05cm}$ – $\hspace{0.05cm}$	$\sim$ $\sim$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$
c) Institutions	--	--	--	--	÷÷	--	--	÷÷	--
d) ForeignPortfolio Investor	$\mathord{\hspace{1pt}\text{--}\hspace{1pt}}$	--	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	--	$\overline{\phantom{a}}$	$\mathord{\hspace{1pt}\text{--}\hspace{1pt}}$	--	$\overline{\phantom{a}}$
e) Any Other	$\overline{\phantom{m}}$	$-$	$\overline{\phantom{a}}$	--	$- -$	$\qquad \qquad -$	$\hspace{0.05cm} -\hspace{0.05cm} -\hspace{0.05cm}$	$\hspace{0.05cm} -\hspace{0.05cm} -\hspace{0.05cm}$	--
Sub-total(A)(2): -	$\overline{a}$	--	$\overline{a}$	--	$-$	--	$-$	-−	--
Total shareholding	6010651	--	6010651	48.04	5948327	--	5948327	47.54	(0.05)
of Promoter
$(A) = A)(1)+(A)(2)$
B. Public
Shareholding
1) Institutions
a) Mutual Funds
b) Venture CapitalFunds	$\qquad \qquad -$	$-$	$-$	$-$	$-$	$-$	$-$	$-$
c) AlternateInvestmentFunds		$-$	$-$	--	$-1$	$-$		$-$
d) Foreign VentureCapitalInvestors	--	--	$\qquad \qquad -$	$\qquad \qquad -$	--	$\qquad \qquad -$		$\qquad \qquad -$
e) ForeignPortfolioInvestors	$\overline{\phantom{a}}$	$\mathord{\hspace{1pt}\text{--}\hspace{1pt}}$	$\mathord{\hspace{1pt}\text{--}\hspace{1pt}}$	$-$	--	$\hspace{0.05cm}$ – $\hspace{0.05cm}$	$\overline{\phantom{a}}$	$-$	$-$
Financialf)Institutions /Banks	110	--	110	0	100	$\mathord{\hspace{1pt}\text{--}\hspace{1pt}}$	100	0	0.00
Insuranceg)Companies	$-$	$- -$	$-$	$\overline{\phantom{m}}$		$-$	$\overline{\phantom{m}}$	$-$	$\overline{\phantom{a}}$

Category of		No. of Shares held at the beginning of				No. of Shares held at the end of the year			%Change
Shareholders		the year $(1st$ April, 2020)				(31st March, 2021)			during
	Demat	Physical	Total	% of	Demat	Physical	Total	% of	the year
				Total				Total
				Shares				Shares
h) Provident	$\overline{a}$	$\overline{a}$	--			--
Funds/Pension
Funds
$\mathbf{i}$Any otherSub-total(B)(1)	$\qquad \qquad -$110	$\overline{\phantom{a}}$$\overline{a}$	$\qquad \qquad -$110	$\overline{\phantom{a}}$$\mathbf 0$	$\overline{\phantom{a}}$100	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$100	$\overline{\phantom{a}}$$\mathbf 0$	0.00
2. Central	$- -$	$-$	$-$	$\overline{\phantom{a}}$	$-$	--$-$		--
Government/State
Government(s)/Pre
sident of India
Sub-total(B)(2)	۰.	--	⊷	--	--	۰.	--	--	--
3. Non-Institutions	$\mathbf 0$	$\mathbf 0$	0	0	0	0	$\mathbf 0$	$\mathbf 0$	0
a) Bodies
Corporate	317300	--	317300	2.54	261224	$\rightarrow$	261224	2.09	(0.45)
b) Individuals
(i) Individuals
holding nominal	4354642	62991	4417633	35.71	4833253	60891	4894144	39.12	3.41
share capital
upto Rs. 2 lakhs
(ii) Individuals
holding nominal
share capital in	1484199		1484199	11.86	1097006	$\overline{\phantom{a}}$	1097006	8.77	0.41
excess of Rs. 2
lakhs
Othersc)	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$		$\overline{\phantom{m}}$	$-$	$\qquad \qquad -$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$
NBFC's registeredwith RBI	$\sim$ $\sim$	$-$	٠.	$\rightarrow$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	$\sim$	--
Employee Trusts	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	--	$-$
Overseas
Depositories		--		$\hspace{0.05cm}$ – $\hspace{0.05cm}$	$- -$	$\qquad \qquad -$	$-, -$	--
Trusts	$\hspace{0.05cm}$ – $\hspace{0.05cm}$	$\mathord{\hspace{1pt}\text{--}\hspace{1pt}}$	÷	$-$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	$-, -$	$\overline{\phantom{a}}$
Non-Resident
Indians	155468	$\mathbf{u}$	155468	1.24	165685	$\overline{\phantom{a}}$	165685	1.32	(0.08)
Clearing
Members	26513	$\hspace{0.05cm}$ – $\hspace{0.05cm}$	26513	0.21	41725	$\overline{\phantom{m}}$	41725	0.33	0.12
NRI Non-			36556	0.29
Repatriable	36556	--			35050	$\hspace{0.05cm} -\hspace{0.05cm} -\hspace{0.05cm}$	35050	0.28	(0.01)
IEPF	63445	--	63445	0.51	68614	$\overline{\phantom{m}}$	68614	0.55	0.04
d) Qualified Foreign	$\overline{a}$	$\overline{\phantom{a}}$		$\mathord{\hspace{1pt}\text{--}\hspace{1pt}}$	$- -$	$\mathord{\hspace{1pt}\text{--}\hspace{1pt}}$	$-$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$
Investor
Sub-Total B(3):	6438123	62991	6501114	51.96	6502557	60891	5205218	52.46	0.50
Total B=B(1)$+B(2)+B(3)$ :	6438233	62991	6501224	51.96	6502657	60891	5205318	52.46	0.50
Total (A+B):	12448884	62991	12511875	100.00	12450984		60891 12511875	100.00	0.00
C. Shares held by
custodians for	--		--	$\qquad \qquad -$	$\hspace{0.05cm}$ – $\hspace{0.05cm}$
GDRs & ADRs
Grand Total$(A+B+C):$	12448884	62991	12511875	100.00	12448884		62991 12511875	100.00	0.00

moters
Shareholding of Pro
(ii)
50

		Shareholding at the beginning of the year	$(1^{\rm st}$ April, 2020)				Shareholding at the end of the year$(31^{\rm st}$ March, 2021)
SI. No.	Shareholder's Name	No. of Shares	% of totalShares ofcompanythe	encumbered tototal shares%of SharesPledged	SharesNo. of	% of total Sharesof the company	% of Shares Pledged % change in share/ encumbered tototal shares	holding duringthe year
$\overline{\phantom{0}}$	Mr. Tummala Gopichand	1892836	15.13	99.89	1196554	9.56	74.44	(5.57)
$\sim$	Mr. Tummala Gopichand (HUF)	503718	4.03	ł	ł	ł	ł	(100)
w	Mrs. Tummala Pavana Devi	1174760	9.39	99.38	574760	4.59	29.14	(4.8)
4	Mrs. Tummala Tulasi Rani	60000	0.48	ł	55000	0.44	ł	0.04
Б	Mr. Tummala Bapaiah Chowdary	150000	1.20	10.00	92676	0.74	16.19	0.46
$\mathbf{Q}$	Ms. N Sri Durga	226537	1.81	ł	226537	1.81	ł	ł
$\overline{ }$	Mr. Madhu Mitra Tummala	841308	6.72	1.09	841308	6.72	1.09	$\mathbf{I}$
$\infty$	Mrs.T. Seetharamamma	136875	1.09	I	136875	1.09	ł	ł
G	Mr. Raja Sekhar Tummala	1024617	8.19	ł	2824617	22.58	ł	14.39
	Total	60,10,651	48.04		5948327	47.54

moters' Shareholding
Change in Pro
iii)

			Shareholding at the beginning of the year 1st April, 2020		Cumulative Shareholding during the year
SI. No.	Name of the Promoter	sharesNo.of	% of total shares of the company	No. of shares	% of total shares of the company
$\overline{\phantom{0}}$	Mr. Tummala Gopichand
	Beginning of the year (01-04-2020)	1892836	15.13	ł	ł
	Inter se transfer on 19-03-2021	696282	5.57	1196554	9.56
	End of the year (31-03-2021)	ł	ł	1196554	9.56
$\sim$	Mrs. Tummala Pavana Devi
	Beginning of the year (01-04-2020)	1174760	9.39	ł	ł
	Inter se transfer on 19-03-2021	600000	4.80	574760	4.59
	End of the year (31-03-2021		ł	574760	4.59
ന്	Mr. Rajasekhar Tummala
	Beginning of the year (01-04-2020)	1024617	8.19		ł
	Inter se transfer on 19-03-2021	1800000	14.39	2824617	22.58
	End of the year $(31\text{-}03\text{-}2021)$	Ŧ	Ŧ	2824617	22.58
4.	Mr. Tummala Bapaiah Chowdary
	Beginning of the year (01-04-2020)	150000	CCT	ł	ł
	Sold on 08-01-2021	57324	0.45	92676	0.74
	End of the year (31-03-2021)	ł	ł	92676	0.74
ம்	Mrs. Tummala Tulasi Rani
	Beginning of the year (01-04-2020)	60000	0.48
	Sold on 08-01-2021	5000	0.04	550000	0.44
	End of the year (31-03-2021)	ł	ł	550000	0.44
نی	Mr. Tummala Gopichand (HUF)
	Beginning of the year (01-04-2020)	503718	ł	ł	ł
	Inter se transfer on 19-03-2021	503718	ł	ł	ł
	End of the year (31-03-2021)	ł	ł	ŧ	ł

52 (iv) Shareholding Paern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

		Shareholding duringCumulative	$\frac{6}{10}$	total	shares of	the	company	1.92	1.80	1.69	1.72	1.68	1.59	1.52	1.50	1.53	1.54	1.53	1.55	1.57	1.16	1.21	1.17	0.95	001
		the Year	No of	Shares				240038	225038	211938	215638	209738	198766	190038	188142	191742	193242	191742	194242	196742	144742	150942	145942	118942	124942
			Reason						Transfer	Transfer	Transfer	Transfer	Transfer	Transfer	Transfer	Transfer	Transfer	Transfer	Transfer	Transfer	Transfer	Transfer	Transfer	Transfer	Transfer
			Increase	Decrease	in share	holding			$-15000$	$-13100$	3700	-5900	-10972	-8728	$-1896$	3600	1500	$-1500$	2500	2500	52000	6200	-5000	-27000	6000
			Date					31/03/2020	10/07/2020	17/07/2020	24/07/2020	14/08/2020	28/08/2020	04/09/2020	11/09/2020	30/09/2020	16/10/2020	30/10/2020	06/11/2020	13/11/2020	25/12/2020	31/12/2020	01/01/2021	08/01/2021	15/01/2021
		beginning of the YearShareholding at the	% of total	shares of	the	company		1.92
			No of	Shares				240038
TERA SOFTWARE LIMITED	SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN 01/04/2020 AND 31/03/2021		Name of the Share Holder					Rajesh Dinkar Fowkar
			Type					Opening Balance	Sale	Sale	Purchase	Sale	Sale	Sale	Sale	Purchase	Purchase	Sale	Purchase	Purchase	Sale	Purchase	Sale	Sale	Purchase
			Category					BUR
			Folio/DP Id-	Client Id				AAAPF7534Q
			$\overline{\sigma}$	$\frac{1}{2}$				٣

				TERA SOFTWARE LIMITED
			SHAREHOLDING PAT	TTERN OF TOP 10 SHAREHOLDERS BETWEEN 01/04/2020 AND 31/03/2021
						beginning of the YearShareholding at the				Shareholding duringCumulativethe Year
$\geq$ಹ	Folio/DP Id-Client Id	Category	Type	Name of the Share Holder	SharesNo of	shares of% of total	Date	DecreaseIncrease/	Reason	SharesNo of	% oftotal
						the		in share			shares of
						company		holding			companythe
			Purchase				22/01/2021	17000	Transfer	141942	1.13
			Purchase				29/01/2021	3000	Transfer	144942	1.16
			Sale				12/02/2021	$-3000$	Transfer	141942	1.13
			Sale				19/02/2021	$-12000$	Transfer	129942	1.04
			Closing Balance				31/03/2021			129942	1.04
$\sim$	AAXPS0154N	BUR	Opening Balance	Parag Vipin Shah	149706	1.20	31/03/2020			149706	1.20
			Purchase				26/06/2020	25000	Transfer	174706	1.40
			Sale				31/12/2020	$-1757$	Transfer	172949	1.38
			Sale				01/01/2021	-10898	Transfer	162051	1.30
			Sale				08/01/2021	$-20000$	Transfer	142051	1.14
			Closing Balance				31/03/2021			142051	1.14
m	AAGHP5338C	$\frac{1}{2}$	Opening Balance	Pravin Nanji Gala Huf	108000	0.86	31/03/2020			108000	0.86
			Purchase				15/05/2020	36000	Transfer	144000	1.15
			Purchase				22/05/2020	825	Transfer	144825	1.16
			Purchase				29/05/2020	1788	Transfer	146613	1.17
			Purchase				12/06/2020	2000	Transfer	148613	1.19
			Purchase				26/06/2020	37200	Transfer	185813	1.49
			Purchase				10/07/2020	185813	Transfer	371626	2.97
			Sale				10/07/2020	$-185813$	Transfer	185813	1.49
			Sale				30/10/2020	$-1000$	Transfer	184813	1.48
			Purchase				06/11/2020	1000	Transfer	185813	1.49
			Sale				18/12/2020	$-2500$	Transfer	183313	1.47
			Sale				25/12/2020	-5000	Transfer	178313	1.43
			Purchase				31/03/2021	6000	Transfer	184313	1.47
			Closing Balance				31/03/2021			184313	1.47

53

Redefining IT Solutions

				SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN 01/04/2020 AND 31/03/2021TERA SOFTWARE LIMITED
						beginning of the YearShareholding at the				Shareholding duringCumulativethe Year
$\overline{5}$	Folio/DP Id-Client Id	Category	Type	Name of the Share Holder	SharesNo of	company% of totalshares ofthe	Date	DecreaseIncrease/in shareholding	Reason	SharesNo of	shares ofcompany% oftotalthe
4	AACCP6862E	E	Opening Balance	Protechsoft Systems P Ltd	102507	0.82	31/03/2020			102507	0.82
			Closing Balance				31/03/2021			102507	0.82
LO.	AAAPW1327L	and	Opening Balance	lahendra Girdharilal2	90714	0.73	31/03/2020			90714	0.73
			Purchase				24/04/2020	11000	Transfer	101714	0.81
			Purchase				22/05/2020	4900	Transfer	106614	0.85
			Purchase				29/05/2020	5513	Transfer	112127	0.90
			Purchase				05/06/2020	7321	Transfer	119448	0.95
			Purchase				12/06/2020	16887	Transfer	136335	1.09
			Purchase				19/06/2020	19874	Transfer	156209	1.25
			Closing Balance				31/03/2021			156209	1.25
م	AAPCS2058G	E	Opening Balance	Solty Deal Trade Pvt. Ltd	84638	0.68	31/03/2020			84638	0.68
			Closing Balance				31/03/2021			84638	0.68
$\overline{ }$	AIRPB9282E	$\overline{R}$	Opening Balance	AnilGurmukh Bhagwani	79927	0.64	31/03/2020			79927	0.64
			Closing Balance				31/03/2021			79927	0.64
$\infty$	AAFPG6568A	ЭUЯ	Opening Balance	Nirmala Pravin Gala	78000	0.62	31/03/2020			78000	0.62
			Sale				08/05/2020	-34000	Transfer	44000	0.35
			Sale				15/05/2020	$-2852$	Transfer	41148	0.33
			Sale				22/05/2020	-525	Transfer	40623	0.32
			Sale				29/05/2020	-1450	Transfer	39173	0.31
			Sale				05/06/2020	$-39173$	Transfer	$\circ$	$\frac{8}{10}$
			Closing Balance				31/03/2021			$\circ$	0.00

Annual Report 2020 - 21

			shares ofcompany% oftotalthe	0.61	0.40	0.26	0.14	0.00	0.00	0.51	0.55	0.55
		Shareholding duringCumulativethe Year	SharesNo of	76000	50000	33000	17500	0	$\circ$	63445	68614	68614
			Reason		Transfer	Transfer	Transfer	Transfer			Transfer
			DecreaseIncrease/in shareholding		$-26000$	-17000	-15500	$-17500$			5169
			Date	31/03/2020	15/01/2021	22/01/2021	05/02/2021	12/02/2021	31/03/2021	31/03/2020	19/03/2021	31/03/2021
		beginning of the YearShareholding at the	shares of% of totalcompanythe	0.61						0.51
	SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN 01/04/2020 AND 31/03/2021		SharesNo of	76000						63445
TERA SOFTWARE LIMITED			Name of the Share Holder	Usha R Bhat						Protection Fund AuthorityInvestor Education and
			Type	Opening Balance	Sale	Sale	Sale	Sale	Closing Balance	Opening Balance	Purchase	Closing Balance
			Category	BNd						읍
			Folio/DP Id-Client Id	AIPPB0745E						EXEMPTCATG
			$\frac{1}{2}$$\overline{\mathcal{S}}$	თ						$\overline{a}$

			Shareholding at the beginning of the year 01-04-2020		Cumulative Shareholding during the year 31-03-2021
SI. No.	Name	No. of shares	% of total shares of the Company	No. of shares	% of total shares of the company
	Share Holding of KMP
	Vice Chairman & Managing DirectorMr. T. Gopichand	892836	15.13	1196554	9.56
	Mr. O. Babu Reddy, CFO	S	0.00	S	0.00
ന്	Mr. Ch. Mallikarjuna, CS
	Shareholding of Other Directors
	Mrs. T. Pavana Devi	174760	9.39	574760	4.59
	Mr. T. Bapaiah Chowdary	150000	1.20	92676	0.74
ന്	Mrs.T.V. Lakshmi,
4.	Dr. T. Hanuman Chowdary
	Mr. Koteswara Rao SSR
ق	Mr. Divakar Atluri

55

VI. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment (Amount in Rs)

Indebtedness at the beginning of the financial year	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
i) Principal Amount	26,71,52,108	2,38,00,000		29,09,52,108
ii) Interest due but not paid		38,24,160		38,24,160
iii) Interest accrued but not due
$Total(i+ii+iii)$	26,71,52,108	2,76,24,160		29,47,76,268
Change in Indebtedness during the financial year
Addition	23,55,43,306	4,16,08,578		27,71,51,884
- Reduction	1,44,39,924	1,26,00,000		2,70,39,924
Net Change	22,11,03,382	2,90,08,578		25,01,11,960
Indebtedness at the end of the financial year
i) Principal Amount	48,82,55,490	5,28,08,578		54,10,64,068
ii) Interest due but not paid		50,81,814		50,81,814
iii) Interest accrued but not due				ï
$\mathsf{Tota}(\mathsf{i}+\mathsf{i}\mathsf{i}+\mathsf{i}\mathsf{i})$	48,82,55,490	5,78,90,392		54,61,45,882

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Remuneraon to Managing Director, Whole-me Directors and/or Manager:

	(Amount in Rs.)

A. Remuneraon to other directors:

(Amount in Rs.)

$S1$ .	Particulars of Remuneration	Sitting Fee for attending the
No		Board/Committee Meeting
1.	Independent Directors
(i)	Dr. T. Hanuman Chowdary	1,31,000
(ii)	Mr. Koteswara Rao SSR	70,000
(iii)	Dr. T.V. Lakshmi	94,000
(iv)	Mr. Divakar Atluri	20,000
	Total (1)	3,15,000
2.	Other Non-Executive Directors
(i)	Mr. T. Bapaiah Chowdary	1,14,000
(ii)	Mrs. T. Pavana Devi	77,000
	Total (2)	1,91,000
	Total $B=(1+2)$	5,06,000

C. Remuneraon to Key Managerial Personnel other than MD / Manager / WTD

SI.	Particulars of Remuneration		Name of the KMP other than MD/WTD/Manager		(Amount in Rs.)
No.		O. Babu ReddyChief FinancialOfficer	ShabnamSiddiqui*CompanySecretary(Resigned on15-09-2020)	Ch. MallikarjunaCompanySecretary(appointed on 12-$02 - 2021$	Total
1.	Gross salary	12,86,803/-	$3,82,547/-$	59,925/-	17,29,275/-
	(a)Salary as per provisionscontained in section 17(1) of theIncome-tax Act, 1961
	Value of perquisites u/s 17(2)(b)Income-tax Act, 1961
	(c)Profits in lieu of salary undersection 17(3) In come-tax Act,1961
$\overline{2}$	Stock Option
3	Sweat Equity
4	Commission
	- as % of profit
	others, specify
5	Others, please specify	12,86,803/-	$3,82,547/-$	59,925/-	17,29,275/-

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

Type	Section of theCompanies Act	BriefDescription	Details of Penalty /Punishment/Compounding feesImposed	Authority[RD /NCLT/COURT]	Appealmade, ifany (giveDetails)
A. COMPANY
Penalty			NONE
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment	NONE
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty			NONE
Punishment
Compounding

Annual Report 2020 - 21

FORM NO. AOC -2

(Pursuant to clause (h) of sub-secon (3) of secon 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of parculars of contracts/arrangements entered into by the company with related pares referred to in sub secon (1) of secon 188 of the Companies Act, 2013 including certain arms length transacons under third proviso thereto.

1. Details of contracts or arrangements or transacons not at Arm's length basis.

The Company has not entered into any contract or arrangement or transacon with its related pares which is not at arm's length during financial year 2020-21.

2. Details of contracts or arrangements or transacons at arm's length basis.

1.
2.

3.
4.
5.
6.
				For and on behalf of the Board of Directors

Place: Hyderabad Vice Chairman and Managing Director Date: 10-06-2021 DIN: 00107886

Sd/- Tummala Gopichand

Annexure - G

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulaon 34(3) and Schedule V Para C clause (10)(i) of the SEBI SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015

To, The Members, Tera Soware Limited 8-2-293/82/A/1107, Road No-55 Plot No-1107, Jubilee Hills, Hyderabad-500033.

Sub: Cerficate under Schedule V(C)(10)(i) of SEBI (Lisng Obligaons and Disclosure Requirements), 2015

I have examined the Company and Registrar of Companies records, books and papers of TERA SOFTWARE LIMITED (CIN: L72200TG1994PLC018391) having its Registered Office at "8-2-293/82/A/1107, Road No-55, Jubilee Hills, Hyderabad-500033, Telangana State, India (the Company) as required to be maintained under the Companies Act, 2013, SEBI Regulaons, other applicable rules and regulaons made thereunder for the Financial Year ended on 31st March, 2021.

In my opinion and to the best of my informaon and according to the examinaons carried out by me and explanaons and representaon furnished to me by the Company, its officers and agents, we cerfy that none of the following Directors of the Company have been debarred or disqualified from being appointed or connuing as Directors of Companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority as on 31st March, 2021:

S.No	DIN No	Name of the Director	Designaon
1	00964290	Surapaneni Sree Rama Koteswara Rao	Chairman (Independent Director)
2	00107886	Gopichand Tummala	Vice Chairman & Managing Director
3	00107006	Hanuman Chowdary Tripuraneni	Independent Director
4	00003020	Thozuvanoor Vellat Lakshmi	Independent Director
5	00033386	Divakar Atluri	Independent Director
6	00107795	Tummala Bapaiah Chowdary	Non-Execuve Director
7	00107698	Pavana Devi Tummala	Non-Execuve Director

CS K.CH. VENKAT REDDY For C. V. REDDY K & ASSOCIATES Company Secretaries Place: Hyderabad FCS No: 7976 Date: 17/05/2021 C P No.: 8998

Annexure - H

CHIEF EXECUTIVE OFFICER (CEO) & CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

We, Gopichand Tummala, Vice Chairman & Managing Director and Babu Reddy Oduru, Chief Financial Officer of the company; to the best of our knowledge and belief cerfy that:

• a) We have reviewed the financial statements and cash flow statement for the year ended 31st March, 2021 and to the best of our knowledge and belief:
  • i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
  • ii) These statements together present a true and fair view of the Company's affairs and are in compliance with exisng Accounng Standards, applicable laws and regulaons.
• b) To the best of our knowledge and belief, no transacons entered into by the Company during the year ended 31st March, 2021 are fraudulent, illegal or violave of the Company's code of conduct.
• c) We accept responsibility for establishing and maintaining internal controls for financial reporng and we have evaluated the effecveness of internal control systems of the Company pertaining to financial reporng. Deficiencies in the design or operaon of such internal controls, if any, of which we are aware have been disclosed to the auditors and the Audit Commiee and steps have been taken to recfy these deficiencies.
  • d) i) There has not been any significant change in internal control over financial reporng during the year under reference;
  • ii) There has not been any significant change in accounng policies during the year requiring disclosure in the notes to the financial statements; and
  • iii) We are not aware of any instance during the year of significant fraud with involvement therein of the management or any employee having a significant role in the Company's internal control system over financial reporng.

	Sd/-	Sd/-
Date: 10.06.2021	Oduru Babu Reddy	Tummala Gopichand
Place : Hyderabad	Chief Financial Officer	Vice Chairman & Managing Director

Annexure - I

DECLARATION BY THE MANAGING DIRECTOR

UNDER PART D OF SCHEDULE V OF SEBI (LODR) REGULATIONS, 2015

In accordance with Part D of Schedule V of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, I here by confirm that all the Members of Board of Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, as applicable to them, for the year ended 31st March, 2021.

For Tera Soware Limited Sd/- Place: Hyderabad Tummala Gopichand Date: 10.06.2021 Vice Chairman & Managing Director

Annexure - J

INDEPENDENT AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of Tera Soware Limited

1. Based on our physical examinaon of records of the company and shared to us via Email pertaining to the compliance of condions of Corporate Governance by Tera Soware Limited ("the Company") for the year ended 31st March, 2021, as spulated in Regulaon 15(2), 17-27 and applicable clauses, schedules to the SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 ('Lisng Regulaons') for the period 1st April, 2020 to 31st March, 2021.

Managements' Responsibility

1. The compliance of condions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementaon and maintenance of internal control and procedures to ensure compliance with the condions of the Corporate Governance spulated in the Lisng Regulaons.

Auditors' Responsibility

1. Our responsibility is limited to examining the procedures and implementaon thereof, adopted by the Company for ensuring compliance with the condions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

Opinion

• 1. In our opinion and to the best of our informaon and according to the explanaon given to us by the directors, officers and the management, we cerfy that the Company has complied with the condions of Corporate Governance as spulated in the above menoned lisng regulaons during the year ended 31st March, 2021.
• 1. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effecveness with which the management has conducted the affairs of the Company.

For Mullapudi & Co., Chartered Accountants Firm Reg. No: 006707S Sd/- CA B. Krishna Sivaram Apparao Place: Hyderabad Partner Date: 10.06.2021 Membership No: 226476 UDIN:21226476AAAADF6861

INDEPENDENT AUDITOR'S REPORT

To the Members of TERA SOFTWARE LIMITED

Report on the Audit of Ind AS Financial Statements Opinion

We have audited the financial statements of Tera Soware Limited ("the Company"), which comprise the Balance Sheet, as at March 31, 2021, the statement of profit and loss (Including Other Comprehensive Income), the Statement of Changes in Equity, the statement of Cash Flows for the year then ended, and notes to financial statements, including a summary of the significant accounng policies and other explanatory informaon ("the financial statements").

In our opinion and to the best of our informaon and according to the explanaons given to us, the aforesaid Ind AS financial statements give the informaon required by the Companies Act, 2013 ("the Act') in the manner so required and give a true and fair view in conformity with the Indian Accounng Standards prescribed under secon 133 of the Act read with the Companies (Indian Accounng Standards) Rules, 2015, as amended, ("Ind AS') and other accounng principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, its profit, its total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auding (SAs) specified under secon 143(10) of the Act (SAs). Our responsibilies under those Standards are further described in the Auditor's Responsibilies for the Audit of the Financial Statements secon of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Instute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilies in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit Maers

Key audit maers are those maers that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These maers were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these maers. We have determined the maers described below to be the Key Audit Maers to be communicated in our report.

S.No	Key Audit Maer	Auditor's Response
1.	Provision for impairment loss inaccounts receivables.The credit loss provision in respectof Account receivables representmanagement's best esmate of thecredit losses incurred on thereceivables at the balance sheetdate.We have idenfied provisioning forcredit loss as a key audit maer asthe calculaon of credit lossprovision is a complex area andrequires management to makes i g n i fi c a n t a s s u m p o n s o ncustomer payment behaviour andesmang the level and ming ofexpected future cash flows	Our audit procedure in respect of this area included:ŸUnderstand and assess the management's esmate and relatedpolicies used in the credit loss analysis.ŸPerformed test of key controls to analyse operang effecvenessrelang to calculaon of impairment provisions.ŸReviewed the data flows from source systems to spreadsheetbased models to test their completeness and accuracy.ŸFor Expected Credit Loss (ECL) of trade receivables assessed onindividual level by the management, examined on a test checkimpairment of trade receivables and the key assumpons used inthe esmate of the cash shoralls and reviewed whether amountshave been recovered aer the end of reporng period.ŸReviewed the management's ageing analysis based on days pastdue by examining the original documents (such as invoices andbank deposit advices).ŸVerified the calculaon of ECL of each type of trade receivablesaccording to the provision matrix.

Other Informaon

The Company's Board of Directors is responsible for the other informaon. The other informaon comprises the informaon included in the Management Discussion and Analysis, Board's Report including annexures thereto, Business Responsibility Report, Corporate Governance and Shareholder's Informaon, but does not include the financial statements and our Auditor's report thereon.

Our opinion on the financial statements does not cover the other informaon and we do not express any form of assurance conclusion thereon.

In connecon with our audit of the financial statements, our responsibility is to read the other informaon and, in doing so, consider whether the other informaon is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. It based on the work we have performed, we conclude that there is a material misstatement of this other informaon, we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the maers stated in Secon 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparaon of these financial statements that give a true and fair view of the financial posion, financial performance, changes in equity and cash flows of the Company in accordance with the accounng principles generally accepted in India, including the accounng standards specified under secon 133 of the Act. This responsibility also includes maintenance of adequate accounng records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for prevenng and detecng frauds and other irregularies; selecon and applicaon of appropriate accounng policies; making judgments and esmates that are reasonable and prudent; and design, implementaon and maintenance of adequate internal financial controls, that were operang effecvely for ensuring the accuracy and completeness of the accounng records, relevant to the preparaon and presentaon of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of

Directors is responsible for assessing the Company's ability to connue as a going concern, disclosing, as applicable, maers related to going concern and using the going concern basis of accounng unless the Board of Directors either intends to liquidate the Company or to cease operaons, or has no realisc alternave but to do so.

The Board of Directors are responsible for overseeing the Company's financial reporng process.

Auditor's Responsibilies for the Audit of Financial Statements

Our objecves are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SA's will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the SAs, we exercise professional judgment and maintain professional skepcism throughout the audit. We also:

• Ÿ Idenfy and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecng a material misstatement resulng from fraud is higher than for one resulng from error, as fraud may involve control, collusion, forgery, intenonal omissions, misrepresentaons, or the override of internal.
• Ÿ Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under secon 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operang effecveness of such controls.
• Ÿ Evaluate the appropriateness of accounng policies used and the reasonableness of accounng esmates and related disclosures made by management.

• Ÿ Conclude on the appropriateness of management's use of the going concern basis of accounng and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condions that may cast significant doubt on the Company's ability to connue as a going concern. If we conclude that a material uncertainty exists, we are required to draw aenon in our Auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or condions may cause the Company to cease to connue as a going concern.
• Ÿ Evaluate the overall presentaon, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transacons and events in a manner that achieves fair presentaon.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantave materiality and qualitave factors in (i) planning the scope of our audit work and in evaluang the results of our work; and (ii) to evaluate the effect of any idenfied misstatements in the financial statements.

We communicate with those charged with governance regarding, among other mailers, the planned scope and ming of the audit and significant audit findings, including any significant deficiencies in internal control that we idenfy during our audit.

We also provide those charged with governance with a statement that we have Complied with relevant ethical requirements regarding independence, and to Communicate with them all relaonships and other maers that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the maers communicated with those charged with governance, we determine those maers that were of most significance in the audit of the financial statements of the current period and are therefore the key audit maers. We describe these maers in our auditor's report unless law or regulaon precludes public disclosure about the maer or when, in extremely rare circumstances, we determine that a maer should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communicaon.

Report on Other Legal and Regulatory Requirements

• 1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-secon (11) of secon 143 of the Act, we give in the Annexure A statement on the maers specified in the paragraph 3 and 4 of the Order, to the extent applicable.
• 1. As required by secon 143(3) of the Act, we report that:
  • a) We have sought and obtained all the informaon and explanaons which to the best of our knowledge and belief were necessary for the purpose of our audit;
  • b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examinaon of those books;
  • c) The Balance Sheet, the statement of Profit and loss (including Other Comprehensive Income), the Statement of changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;
  • d) In our opinion, the aforesaid Financial statements comply with the Accounng Standards specified under Secon 133 of the Companies Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
  • e) On the basis of wrien representaons received from the directors as on March 31, 2021, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021, from being appointed as a director in terms of Secon 164(2) of the Act.
  • f) With respect to the adequacy of the internal financial controls over financial reporng of the Company and the operang effecveness of such controls, refer to our separate report in "Annexure B". Our Report expresses an Unmodified opinion on the adequacy and operang effecveness of the company internal financial controls over financial Reporng.

g) With respect to the other maers to be included in the Auditor's Report in accordance with the requirements of secon 197(16) of the Act, as amended.

In our opinion and to the best of our informaon and according to the explanaons given to us, the remuneraon paid by the Company to its directors during the year is in accordance with the provisions of secon 197 of the Act.

• h) with respect to the other maers to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informaon and according to the explanaons given to us:
• i. The Company has pending ligaons on its financial posion in its financial statements.
• ii. The Company did not have any long-term contracts including derivave contracts for which there were any material foreseeable losses.
• iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Educaon and Protecon Fund by the Company.

For Mullapudi & Co., Chartered Accountants Firm Regn. No: 006707S

Sd/-

CA. B. Krishna Sivaram Apparao Place: Hyderabad Partner Date: 10.06.2021 Membership No: 226476 UDIN: 21226476AAAADE2700

Annexure -A to the Independent Auditor's Report issued to the members of Tera Soware Ltd

Statement on the maers specified in paragraphs 3 and 4 of the (Auditor's Report) Order, 2016

• i. (a) The Company has maintained proper records showing full parculars including quantave details and situaon of fixed assets.
• (b) As per the informaon and explanaons given to us the fixed assets of the company have been

physically verified by the management during the year in regular intervals. In our opinion the frequency of verificaon of the fixed assets by the management is reasonable having regard to the size of the company and the nature of its assets.

• (c) According to the informaon and explanaons given to us and on the basis of our examinaon of the records of the company, the tle deeds of the immovable properes are held in the name of the company.
• ii. According to the informaon and explanaons given to us the inventory has been physically verified by the management at reasonable intervals and in our opinion, the frequency of verificaon is reasonable. No material discrepancies were noced on physical verificaon between the physical stocks and the book stocks.
• iii. During the year the Company has not granted any loans, secured or unsecured to Companies, firms. Limited Liability Partnerships or other pares listed in the register maintained Under Secon 189 of the Companies Act. Consequently clauses (iii) (a), (iii) (b) and (iii) (c) of the companies (Auditor's Report) order, 2016 are not applicable to the company.

iv. In our opinion and according to the informaon and explanaons given to us, no loans, investment and guarantees have been provided to the paries covered under secon 185 and 186 of the Act.

• v. The company has not accepted any deposits from the public during the year and does not have unclaimed deposits at the year end. Hence the provisions of clause 3(v) of the CARO are not applicable to the company.
• vi. In respect of the company, the Central Government of India has not prescribed for the maintenance of cost records under sub-secon (1) of Secon 148 of the Companies Act. Accordingly clause vi of the order is not applicable.
• vii. (a) According to the informaon and explanaons given to us, and on the basis of our examinaon of the books of accounts, the Company has been generally regular in deposing with appropriate authories undisputed statutory dues including Employees State Insurance, Provident Fund, Income-tax, Customs duty, GST and any other material statutory dues as applicable to it except in case of GST of Rs. Crores.9.22 Crores

Nature of Dues	Amount	Period to whichthe amount relates
GST Due	3.06 Crores	2019-20
GST Due	6.15 Crores	2020-21

(b) There were no undisputed amounts payable in respect of Employees State Insurance, Provident Fund, Income-tax, Sales-tax, Service-tax, Customs duty, Excise duty, GST and any other material statutory in arrears as at 31/03/2021 for a period more than 6 months from the day they became payable.

(c) According to the informaon and explanaons given to us, there are no material dues payable in respect of income tax, service tax, customs duty, excise duty which have not been deposited on account of any dispute other than the following:

S.no.	Name of the Statute	Nature of thedues	Amount(Rs)	Period to which theamount relates	Forum where dispute ispending
1	The Kerala VATRules, 2005	Value AddedTax	84,16,222	2005-06	Kerala VAT AT
$\overline{2}$	The Kerala VATRules, 2005	Value AddedTax	61,50,240	2006-07	Kerala VAT AT
3	The Kerala VATRules, 2005	Value AddedTax	7,42,446	2007-08	Kerala VAT AT
$\overline{4}$	The Kerala VATRules, 2005	Value AddedTax	8,52,280	2008-09	Kerala VAT AT
5	The Kerala VATRules, 2005	Value AddedTax	4,66,474	2009-10	Kerala VAT AT
6	The AP VAT	Value AddedTax	50,70,072	2015-16	Vat Appellate TribunalAndhra Pradesh
7	The AP VAT	Value AddedTax	87,81,759	2016-17(April to Sep)	Vat Appellate TribunalAndhra Pradesh
8	The AP VAT	Penalty onVAT	12,67,518	2015-16	Vat Appellate TribunalAndhra Pradesh
9	The AP VAT	Penalty onVAT	21,95,440	2016-17	Vat Appellate TribunalAndhra Pradesh
10	The AP VAT	Value AddedTax & Penalty	21,45,089	2016-17 & 2017-18(Till June-18)	Refer Note -1
11	The Finance Act 1994	Service Tax	3,99,98,766	2011-12	CESTSAT-Hyderabad
12	The Finance Act 1994	Penalty OnService Tax	4,00,08,766	2011-12	CESTSAT-Hyderabad
13	The Finance Act 1994	Service Tax	15,40,170	2008-09 to 2012-13	CESTSAT-Hyderabad
14	The Finance Act 1994	Penalty OnService Tax	15,50,170	2008-09 to 2012-13	CESTSAT-Hyderabad
15	The AP VAT	Value AddedTax & Penalty	6,97,000	2014-15	Refer Note -1
16	GST	GST & Interest	73,36,942	March, April & May-2020	Writ petition filed withHigh Court of AndhraPradesh.
17	GST	GST & Interest	359,94,258	June-20 toFebruary-2021	Refer Note -2

• Note 1: The appeal corresponding to this disputed demand is yet to be filed before VAT Appellate Tribunal, Andhra Pradesh. The me limit to file the said appeal is extended in lieu of Covid -19 Pandemic.

• Note 2: The appeal corresponding to this disputed demand is yet to be filed before VAT Appellate Tribunal, Andhra Pradesh / Appellate Deputy Commissioner Tirupa. The me limit to file the said appeal is extended in lieu of Covid-19 Pandemic.

• viii. In our opinion and according to the informaon and explanaon and given to us, the company has not defaulted in repayment of loans or borrowings availed from financial instuon, banks and government. During the year the company has not issued debentures.

• ix. The company did not raise the money by way of any inial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the order is not applicable.

• x. According to the informaon and explanaons given to us, no material fraud by the company or on the company by its officers or employees has been noced or reported during the course of our audit.

• xi. According to the informaon and explanaons given to us, the company has paid / provided for managerial remuneraon in accordance with the requisite approvals mandated by the provisions of secons 197 read with Schedule V to the Act.

• xii. In our opinion and according to the informaon and explanaons given to us, the company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the order is not applicable.

• xiii. According to the informaon and explanaons given to us, and based on our examinaon of the records of the company, transacons with the related pares are in compliance with secons 177 and 188 of the Act where applicable and details of such transacons have been disclosed in the financial statements as required by the applicable accounng standards.

• xiv. According to the informaon and explanaons given to us and based on our examinaon of the records of the company, the company has not made any preferenal allotment or private placement of shares or fully or partly converble debentures during the year.

• xv. According to the informaon and explanaons given to us and based on our examinaon of the records of the company, the company has not entered into non cash transacons with directors or persons connected with him. Accordingly, paragraph 3(xv) of the order is not applicable.

• xvi. The company is not required to be registered under secon 45-IA of the Reserve Bank of India Act 1934.

	For Mullapudi & Co.,
	Chartered Accountants
	Firm Regn. No: 006707S
	Sd/-
Date: 10.06.2021	CA B Krishna Sivaram Apparao
Place: Hyderabad	Partner
	Membership No: 226476
	UDIN: 21226476AAAADE2700

Annexure –B to the Independent Auditor's Report issued to the members of Tera Soware Ltd

Report on the Internal Financial Controls under Clause (i) of Sub-secon 3 of Secon 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporng of Tera Soware Limited ("the Company") as of 31 March 2021 in conjuncon with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporng criteria established by the Company considering the essenal components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporng issued by the Instute of Chartered Accountants of India ('ICAI'). These responsibilies include the design, implementaon and maintenance of adequate internal financial controls that were operang effecvely for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevenon and detecon of frauds and errors, the accuracy and completeness of the accounng records, and the mely preparaon of reliable financial informaon, as required under the Companies Act, 2013.

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporng based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporng (the "Guidance Note") and the Standards on Auding, issued by ICAI and deemed to be prescribed under secon 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Instute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporng was established and maintained and if such controls operated effecvely in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporng and their operang effecveness. Our audit of internal financial controls over financial reporng included obtaining an understanding of internal financial controls over financial reporng, assessing the risk that a material weakness exists, and tesng and evaluang the design and operang effecveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporng.

Meaning of Internal Financial Controls over Financial Reporng

A company's internal financial control over financial reporng is a process designed to provide reasonable assurance regarding the reliability of financial reporng and the preparaon of financial statements for external purposes in accordance with generally accepted accounng principles. A company's internal financial control over financial reporng includes those policies and procedures that:

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

Annual Report 2020 - 21

(2) Provide reasonable assurance that transacons are recorded as necessary to permit preparaon of financial statements in accordance with generally accepted accounng principles, and that receipts and expenditures of the company are being made only in accordance with authorizaons of management and directors of the company; and

transacons and disposions of the assets of the

(3) Provide reasonable assurance regarding prevenon or mely detecon of unauthorized acquision, use, or disposion of the company's assets that could have a material effect on the financial statements.

Inherent Limitaons of Internal Financial Controls over Financial Reporng

Because of the inherent limitaons of internal financial controls over financial reporng, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projecons of any evaluaon of the internal financial controls over financial reporng to future periods are subject to the risk that the internal financial control over financial reporng may become inadequate because of changes in condions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

company;

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporng and such internal financial controls over financial reporng were operang effecvely as at 31 March 2021, based on the internal control over financial reporng criteria established by the Company considering the essenal components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporng issued by the Instute of Chartered Accountants of India.

For Mullapudi & Co., Chartered Accountants Firm Regn. No: 006707S Sd/- Date: 10.06.2021 CA B Krishna Sivaram Apparao Place: Hyderabad Partner Membership No: 226476 UDIN: 21226476AAAADE2700

70

BALANCE SHEET AS AT 31 MARCH 2021

	Rupees in Lakhs

Significant accounng policies and explanatory notes are an integral part of the financial statements

Sd/- Sd/- Sd/- CA B.Krishna Sivaram Apparao Oduru Babu Reddy Ch Mallikarjuna Partner Chief Financial Officer Company Secretary Membership No 226476

Place: Hyderabad Date: 10.06.2021

Sd/- Sd/- For Mullapudi & Co., T.Pavana Devi T.Gopichand Chartered Accountants Director Vice Chairman & Managing Director Firm Regn. No 006707S DIN 00107698 DIN 00107886

STATEMENT OF PROFIT AND LOSS

For the year ended 31st March 2021 Rupees in Lakhs

Profit / (Loss) before Exceponal items and tax (I-IV)

Significant accounng policies and explanatory notes are an integral part of the financial statements

For Mullapudi & Co., T.Pavana Devi T.Gopichand Chartered Accountants Director Vice Chairman & Managing Director Firm Regn. No 006707S DIN 00107698 DIN 00107886

Sd/- Sd/- Sd/- CA B.Krishna Sivaram Apparao Oduru Babu Reddy Ch Mallikarjuna Partner Chief Financial Officer Company Secretary Membership No 226476

Place: Hyderabad Date: 10.06.2021

Sd/- Sd/-

CASH FLOW STATEMENT For the year ended 31st March 2021 Rupees in Lakhs

Particulars	2020-21	2019-20
A. Cash flow from operating activities
Net Profit / (Loss) before tax as per Profit & Loss Statement	152.72	986.51
Adjustments for:
Depreciation and amortisation	60.46	80.60
Sundry Credit Balances Written Back	482.98	394.27
Interest Income	(112.34)	(107.63)
Bad Debts Written Off	172.41	863.26
Finance Cost	(849.28)	(927.38)
Sundry Balances Written back	(3.71)
Interest on MSME	(23.44)	$- - -$
Changes in Assets and Liabilities
Trade receivables	(3,056.88)	(4, 131.15)
Other Financial Assets and Other Assets	4,254.21	(6,907.73)
Other Non Current Assets	145.70	(12.34)
Other Current Assets	(240.79)	(773.67)
Inventories	132.90	656.55
Trade Payables	(5,418.02)	11,213.12
Long Term Provisions	(15.68)	51.05
Other Current Liabilities	440.16	408.16
Short Term Provisions	(43.71)	10.96
Other Financial Liabilities	448.33	(48.21)
Cash generated from operations	(3,473.98)	1,756.37
Income tax paid	(214.21)	(375.95)
Net cash flow from operating activities (A)	(3,688.19)	1,380.42
B. Cash flow from investing activities
Property, Plant & Equipment	4.19	(27.27)
Interest Income	112.34	107.63
Net cash flow from Investing activities (B)	116.53	80.36
C. Cash flow from financing activities
Short Term Barrowings(Net)	2,316.63	(2, 158.28)
Long Term Borrowings	197.07	49.44
Interest Paid	849.28	927.38
Net cash flow from Financing activities (C)	3,362.98	(1, 181.46)
Net increase in Cash and cash equivalents (A+B+C)	(208.68)	279.32
Opening balance of Cash and cash equivalents	1,586.05	1,306.73
Closing balance of Cash and cash equivalents	1,377.37	1,586.05
Components of Cash and Cash Equivalents
Cash and cheques on Hand	15.37	12.57
Balances with Banks
-On Current Accounts	76.22	56.54
-On Deposit Accounts	1,285.78	1,516.94
Cash and cash Equivalents as per Note 7	1,377.37	1,586.05

Significant accounng policies and explanatory notes are an integral part of the financial statements

Sd/- Sd/- Sd/- CA B.Krishna Sivaram Apparao Oduru Babu Reddy Ch Mallikarjuna Partner Chief Financial Officer Company Secretary Membership No 226476

Place: Hyderabad Date: 10.06.2021

Sd/- Sd/- For Mullapudi & Co., T.Pavana Devi T.Gopichand Chartered Accountants Director Vice Chairman & Managing Director Firm Regn. No 006707S DIN 00107698 DIN 00107886

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH 2021

Rupees in Lakhs

Balance as at March 31, 2020
Balance as at March 31, 2021

Particulars	SecuritiesPremium	GeneralReserve	RetainedEarnings	OtherComprehensiveIncome	Total
Opening Balance as of April, 1 2019	851.00	3,834.76	4,310.11	$\frac{1}{2}$	8,995.87
Add Profit for the year	$\cdots$	$\cdots$	652.47	$\frac{1}{2}$	652.47
Less: Dividend on Equity Shares	$\frac{1}{2}$	$\frac{1}{2}$	$- - -$	$- - -$	$- - -$
Less Tax on Dividend	$- - -$	$- - -$	$- - -$	$- - -$	$- - -$
Add Other Comprehensive Income/ (Loss) for the year	$- - -$	$- - -$	$- - -$	(17.23)	(17.23)
Closing Balance as of March 31, 2020	851.00	3,834.76	4,962.58	(17.23)	9,631.11
Add Profit for the year	$- - -$	$\frac{1}{2}$	84.30	$- - -$	84.30
Less CSR Expenditure	$\frac{1}{2}$	$- - -$	(28.80)	$- - -$	(28.80)
Add Other Comprehensive Income/ (Loss) for the year	$\cdots$	$\cdots$	$- - -$	(72.88)	(72.88)
Closing Balance as of March 31, 2021	851.00	3,834.76	5,018.08	(90.11)	9,613.73

Significant accounng policies and explanatory notes are an integral part of the financial statements

Sd/- Sd/- Sd/- CA B.Krishna Sivaram Apparao Oduru Babu Reddy Ch Mallikarjuna Partner Chief Financial Officer Company Secretary Membership No 226476

Sd/- Sd/- For Mullapudi & Co., T.Pavana Devi T.Gopichand Chartered Accountants Director Vice Chairman & Managing Director Firm Regn. No 006707S DIN 00107698 DIN 00107886

Place: Hyderabad Date: 10.06.2021

SIGNIFICANT ACCOUNTING POLICIES

1. Statement of compliance

The company's financial statements have been prepared in accordance with the provisions of the Companies Act' 2013 and the Indian Accounng Standards ("Ind AS") nofied under the Companies (Indian Accounng Standards) Amendment Rules, 2016 as applicable. The financials of the company for the year ended March 31, 2021 and year ended March 31, 2020 are prepared in compliance with Ind AS.

2. Basis of accounng

These financial statements are prepared in accordance with Indian Accounng Standards (Ind AS) under the historical cost convenon on accrual basis as stated in the provisions of the Companies Act, 2013 ('Act'). The Ind AS are prescribed under Secon133 of the Act read with Rule 3 of the Companies (Indian Accounng Standards) Rules, 2015 and Companies (Indian Accounng Standards) Amendment Rules, 2016.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transacon between market parcipants at the measurement date, regardless of whether that price is directly observable or esmated using another valuaon technique. In esmang the fair value of an asset or a liability, the Company takes into account the characteriscs of the asset or liability if market parcipants would take those characteriscs into account when pricing the asset or liability at the measurement date.

Fair value measurements under Ind AS are categorized as below based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its enrety:

• § Level 1 inputs are quoted prices (unadjusted) in acve markets for idencal assets or liabilies that the company can access at measurement date;
• § Level 2 inputs are inputs, other than quoted prices included in level 1, that are observable for the asset or liability, either directly or indirectly; and
• § Level 3 inputs are unobservable inputs for the valuaon of assets/liabilies.

3. Presentaon of financial statements

The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format prescribed in the Schedule III to the Companies Act, 2013 ("the Act"). The statement of cash flows has b e e n p re p a re d a n d p re s e nte d a s p e r t h e requirements of Ind AS 7 "Statement of Cash flows". The disclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the financial statements along with the other notes required to be disclosed under the nofied Accounng Standards.

4. Operang cycle for current and non-current classificaon

Operang cycle for the business acvies of the company covers the duraon of the specific project/contract/product line/service including the defect liability period wherever applicable and extends up to the realizaon of receivables (including retenon monies) within the agreed credit period normally applicable to the respecve lines of business.

5. Revenue recognion

The company accounts and recognizes contract with a customer only when the following criteria are met:

• (a) The pares to the contract have approved the contract (in wring, orally or in accordance with other customary business pracces) and are commied to perform their respecve obligaons;
• (b) The enty can idenfy each party's rights regarding the goods or services to be transferred;
• (c) The enty can idenfy the payment terms for the goods or services to be transferred;
• (d) The contract has commercial substance (i.e., the risk, ming or amount of the enty's future cash flows is expected to change as a result of the contract); and
• (e) It is probable that the company will collect the consideraon to which it will be entled in exchange for the goods or services that will be transferred to the customer. In evaluang whether collectability of an amount of consideraon is probable, the company

75

considers only the customer's ability and intenon to pay that amount of consideraon when it is due.

The amount of consideraon to which the company will be entled may be less than the price stated in the contract if the consideraon is variable because the enty may offer the customer a price concession.

At contract incepon, the company shall assess the goods or services promised in a contract with a customer and shall idenfy as a performance obligaon each promise to transfer to the customer either:

a good or service (or a bundle of goods or services) that is disnct; or

a series of disnct goods or services that are substanally the same and that have the same paern of transfer to the customer.

The company shall recognize revenue when (or as) the enty sasfies a performance obligaon by transferring a promised good or service (i.e. an asset) to the customer. An asset is transferred when (or as) the customer obtains control of that asset.

When a performance obligaon is sasfied, the company shall recognize as revenue the amount of the transacon price that is allocated to that performance obligaon. Determining the transacon price, the company shall consider the terms of the contract and its customary business pracces to determine the transacon price. The transacon price is the amount of consideraon to which the company expects to be entled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third pares. The consideraon promised in a contract with a customer may include fixed amounts, variable amounts, or both.

6. Exceponal Items

Exceponal Items represents the nature of transacons which are not in recurring nature during the ordinary course of business but lead to increase / decrease in profit / loss for the year.

7. Property, plant and equipment (PPE)

PPE is recognized when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. PPE is stated at original cost net of tax/duty credits availed, if any, less accumulated depreciaon and cumulave impairment, if any. Property, plant and equipment acquired on hire purchase basis are recognized at their cash values. Cost includes professional fees related to the acquision of PPE and for qualifying assets, borrowing costs capitalized in accordance with the company's accounng policy.

PPE not ready for the intended uses on the date of the Balance Sheet are disclosed as "capital work-inprogress".

Depreciaon is recognized using straight line method so as to write off the cost of the assets (other than freehold land and properes under construcon) less their residual values over their useful lives specified in Schedule II to the Companies Act, 2013.

Depreciaon method is reviewed at each financial year end to reflect the expected paern of consumpon of the future economic benefits embodied in the asset. The esmated useful life and residual values are also reviewed at each financial year end and the effect of any change in the esmates of useful life/residual value is accounted on prospecve basis.

Where cost of a part of the asset ("asset component") is significant to total cost of the asset and useful life of that part is different from the useful life of the remaining asset, useful life of that significant part is determined separately and such asset component is depreciated over its separate useful life.

Freehold land is not depreciated.

8. Investment property

Investment properes are properes held to earn rentals and/or for capital appreciaon (including property under construcon for such purposes). Investment properes are measured inially at cost, including transacon costs. Subsequent to inial recognion, investment properes are measured in accordance with the Ind AS16's requirement for cost model. An investment property is derecognized upon disposal or when the investment property is permanently withdrawn from use and no further economic benefits expected from disposal. Any gain or loss arising on derecognion of the property is included in profit or loss in the period in which the property is derecognized.

9. Intangible assets

Idenfiable intangible assets are recognized when the Company controls the asset, it is probable that future economic benefits aributed to the asset will flow to the Company and the cost of the asset can be reliably measured.

At inial recognion, the separately acquired intangible assets are recognized at cost.

Following inial recognion, the intangible assets are carried at cost less any accumulated amorzaon and accumulated impairment losses, if any. The esmated useful life and amorzaon method reviewed at the end of each reporng period, with the effect of any changes in esmate being accounted for on a prospecve basis.

Intangible assets are amorzed on straight line basis over the esmated useful life. The method of amorzaon and useful life is being reviewed at the end of each accounng year with the effect of any changes in the esmate being accounted for on a prospecve basis.

10. Impairment of assets

Annual Report 2020 - 21

Intangible assets and property, plant and equipment: Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment tesng, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value in use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset belongs. If such assets are considered to be impaired, the impairment to be recognized in the statement of profit and loss is measured by the amount by which the carrying value of the assets exceeds the esmated recoverable amount of the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the esmates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amorzaon or depreciaon) had no impairment loss been recognized for the asset in prior years.

11. Employee Benefits

Short term employee benefits:

Employee benefits such as salaries, wages, short term compensated absences, expected cost of bonus, exgraa and performance-linked rewards falling due wholly within twelve months of rendering the service are classified as short term employee benefits and are expensed in the period in which the employee renders the related service.

Post-employment benefits:

Provident Fund

The company makes contribuon to Provident Fund administered by the Central Government under The Employees Provident Funds and Miscellaneous Provisions Act, 1952 and recognizes the same as an expense in the profit and loss account.

Gratuity

For defined post-employment benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuaons being carried out at the end of each annual reporng period. Re-measurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge or credit recognized in other comprehensive income in the period in which they occur. Re measurement recognized in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset.

12. Leases

The determinaon of whether an agreement is, or contains, a lease is based on the substance of the agreement at the date of incepon.

(i) Finance leases

a) Leases where the company has substanally all the risks and rewards of ownership of the related assets are classified as finance leases. Assets under finance leases are capitalized at the commence-

77

Redefining IT Solutions

ment of the lease at the lower of the fair value or the present value of minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of interest on the outstanding liability for each period.

b) Assets given under a finance lease are recognized as a receivable at an amount equal to the net investment in the lease. Lease income is recognized over the period of the lease so as to yield a constant rate of return on the net investment in the lease.

(ii) Operang leases:

The leases which are not classified as finance lease are operang leases.

• a) Lease rentals on assets under operang lease are charged to the Statement of Profit and Loss on a straight line basis over the term of the relevant lease.
• b) Assets leased out under operang leases are connued to be shown under the respecve class of assets. Rental income is recognized on a straight line basis over the term of the relevant lease.

13. Financial Instruments

Financial assets and/or financial liabilies are recognized when the company becomes party to a contract embodying the related financial instruments. All financial assets, financial liabilies and financial guarantee contracts are inially measured at transacon values and where such values are different from the fair value, at fair value. Transacon costs that are aributable to the acquision or issue of financial assets and financial liabilies (other than financial assets and financial liabilies at fair value through profit or loss) are added to or deducted from as the case may be, the fair value of such assets or liabilies, on inial recognion. Transacon costs directly aributable to the acquision of financial assets or financial liabilies at fair value through profit or loss are recognized immediately in profit or loss.

13.1 Financial assets

Financial asset is

• 1. Cash / Equity Instrument of another Enty,
• 1. Contractual right to:

• a) Receive Cash / another Financial Asset from another Enty, or

• b) Exchange Financial Assets or Financial Liabilies with another Enty under condions that are potenally favorable to the Enty.

• A. All recognized financial assets are subsequently measured in their enrety at amorzed cost or at fair value depending on the classificaon of the financial assets as follows:

• i) Investments in debt Instruments that are designated as fair value through profit or loss (FVTPL) - at fair value.

• ii) Other investments in debt instruments at amorzed cost, subject to following condions:

  • The asset is held within a business model whose objecve is to hold assets to collect contractual cash flows; and
  • The contractual terms of instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

• iii) Debt instruments that meet the following condions are subsequently measured at fair value through other comprehensive income (FVTOCI) (unless the same are designated as fair value through profit or loss)

  • The asset is held within a business model whose objecve is achieved both by collecng contractual cash flows and selling financial assets; and
  • The contractual terms of instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

• iv) Investment in equity instruments issued by subsidiary, associates and joint ventures are measured at cost less impairment.

• v) Investment in preference shares of the subsidiary companies are treated as equity instruments if the same are converble into equity shares or are redeemable out of the proceeds of equity instruments issued for the purpose of redempon of such investments. Investment in preference shares not meeng the aforesaid condions are classified as debt instruments at FVTPL.

vi) Investments in equity instruments are classified as at FVTPL, unless the related instruments are not held for trading and the company irrevocably elects on inial recognion to present subsequent changes in fair value in Other Comprehensive Income.

For financial assets that are measured at FVTOCI, income by way of interest, dividend and exchange difference (on debt instrument) is recognized in profit or loss and changes in fair value (other than on account of such income) are recognized in Other Comprehensive Income and accumulated in other equity. On disposal of debt instruments measured at FVTOCI, the cumulave gain or loss previously accumulated in other equity is reclassified to profit or loss. In case of equity instruments measured at FVTOCI, such cumulave gain or loss is not reclassified to profit or loss on disposal of investments.

B. A financial asset is primarily derecognized when:

• i) The right to receive cash flows from the asset has expired, or
• ii) The company has transferred its rights to receive cash flows from the asset or has assumed an obligaon to pay the received cash flows in full without material delay to a third party under a pass-through arrangement; and (a) the company has transferred substanally all the risks and rewards of the asset, or b) the company has neither transferred nor retained substanally all the risks and rewards of the asset, but has transferred control of the asset.

On de-recognion of a financial asset in its enrety, the differences between the carrying amounts measured at the date of de-recognion and the consideraon received is recognized in profit or loss.

C. Impairment of financial assets: The Company recognizes impairment loss on trade receivables using expected credit loss model, which involves use of a provision matrix constructed on the basis of historical credit loss experience as permied under Ind AS 109.

13.2 Financial liabilies

Financial liability is Contractual Obligaon to

• a) Deliver Cash or another Financial Asset to another Enty, or
• b) Exchange Financial Assets or Financial Liabilies

with another Enty under condions that is potenally unfavorable to the Enty.

Financial liabilies, including derivaves and embedded derivaves, which are designated for measurement at FVTPL are subsequently measured at fair value. Financial guarantee contracts are subsequently measured at the amount of impairment loss allowance or the amount recognized at incepon net of cumulave amorzaon, whichever is higher. All other financial liabilies including loans and borrowings are measured at amorzed cost using Effecve Interest Rate (EIR) method.

Financial liability is derecognized when the related obligaon expires or is discharged or cancelled.

13.3 Fair value of financial instruments

In determining the fair value of its financial instruments, the Company uses a variety of methods and assumpons that are based on market condions and risks exisng at each reporng date. The methods used to determine fair value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in general approximaon of value and such value may or may not be realized.

13.4 Fair value measurement

The Company measures certain financial instruments at fair value at each reporng date. Fair value is the price that would be received on sale of an asset or paid to transfer a liability in an orderly transacon between market parcipants at the measurement date. The fair value measurement is based on the presumpon that the transacon to sell the asset or transfer the liability takes place either:

a) In the principal market for the asset or liability, or

b) In the absence of principal market, in the most advantageous market for the asset or liability.

The fair value of an asset or a liability is measured using the assumpons that market parcipants would use when pricing the asset or liability, assuming that market parcipants act in their economic best interest. The Company uses valuaon techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

14. Inventories

Inventories are valued aer providing for obsolescence, as under:

• a) Raw materials, components, construcon materials, stores, spares and loose tools at lower of Cost and net realizable value. However, these items are considered to be realizable at cost if the finished products, in which they will be used, are expected to be sold at or above cost.
• b) Finished goods and stock-in-trade (in respect of goods acquired for trading) at lower of Cost and net realizable value. Cost includes related overheads and GST paid/payable on such goods.

Assessment of net realizable value is made in each subsequent period and when the circumstances that previously caused inventories to be wrien-down below cost no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances, the write-down, if any, in the past period is reversed to the extent of the original amount wrien-down so that the resultant carrying amount is the lower of the cost and the revised net realizable value.

15. Cash and bank balances

Cash and bank balances also include fixed deposits, margin money deposits, earmarked balances with banks and other bank balances which have restricons on repatriaon. Short term and liquid investments being subject to more than insignificant risk of change in value, are not included as part of cash and cash equivalents.

16. Borrowing Costs

Borrowing costs include interest expense calculated using the effecve interest method, finance charges in respect of assets acquired on finance lease and exchange differences arising on foreign currency borrowings to the extent they are regarded as an adjustment to interest costs.

Borrowing costs net of any investment income from the temporary investment of related borrowings that are aributable to the acquision, construcon or producon of a qualifying asset are capitalised / inventoried as part of cost of such asset ll such me the asset is ready for its intended use or sale. A qualifying asset is an asset that necessarily requires a substanal period of me to get ready for its intended use or sale. All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

17. Foreign currencies

• i) The funconal currency and presentaon currency of the company is Indian Rupee.
• ii) Transacons in currencies other than the company's funconal currency are recorded on inial recognion using the exchange rate at the transacon date. At each Balance Sheet date, foreign currency monetary items are reported using the closing rate. Non-monetary items that are measured in terms of historical cost in foreign currency are not retranslated. Exchange differences that arise on selement of monetary items or on reporng of monetary items at each Balance Sheet date at the closing spot rate are recognised in profit or loss in the period in which they arise except for:
• a) Exchange differences on foreign currency borrowings relang to assets under construcon for future producve use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings; and
• b) Exchange differences on transacons entered into in order to hedge certain foreign currency risks.

18. Taxes on income

Income tax expense represents sum of the tax currently payable and deferred tax

Current Tax

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961 and other applicable tax laws that have been enacted or substanvely enacted by the end of the reporng period.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilies in the financial statements and the corresponding tax bases used in the computaon of taxable profit. Deferred tax liabilies are generally recognised for all

taxable temporary differences. Deferred tax assets are generally recognised for all deducble temporary differences to the extent that it is probable that taxable profits will be available against which those deducble temporary differences can be ulized. Such deferred tax assets and liabilies are not recognised if the temporary differences arise from the inial recognion (other than in a business combinaon) of assets and liabilies in a transacon that in addion, deferred tax liabilies are not recognized if the temporary difference arises from the inial recognion of goodwill.

The carrying amount of deferred tax assets is reviewed at the end of each reporng period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilies are measured at the tax rates that are expected to apply in the period in which the liability is seled or the asset realized, based on tax rates (and tax laws) that have been enacted or substanvely enacted by the end of the reporng period.

Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respecvely.

19. Provisions, conngent liabilies and conngent assets

Provisions are recognised only when:

• a) the company has a present obligaon (legal or construcve) as a result of a past event;
• b) it is probable that an oulow of resources embodying economic benefits will be required to sele the obligaon; and
• c) a reliable esmate can be made of the amount of the obligaon.
• Provision is measured using the cash flows esmated to sele the present obligaon and when the effect of me value of money is material, the carrying amount of the provision is the present value of those cash flows.

Redefining IT Solutions

Provisions, conngent liabilies and conngent assets are reviewed at each Balance Sheet date.

Where the unavoidable costs of meeng the obligaons under the contract exceed the economic benefits expected to be received under such contract, the present obligaon under the contract is recognised and measured as a provision.

20. Statement of Cash Flows

Statement of Cash Flows is prepared segregang the cash flows into operang, invesng and financing acvies based on the available informaon. Cash flow from operang acvies is reported using indirect method, adjusng the net profit for the effects of:

• i) changes during the period in inventories and operang receivables and payables transacons of a non-cash nature;
• ii) non-cash items such as depreciaon, provisions, deferred taxes, unrealised foreign currency gains and losses, and undistributed profits of associates; and
• iii) all other items for which the cash effects are invesng or financing cash flows.

Cash comprises cash on hand and demand deposits with banks.

Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquision), highly liquid investments that are readily converble into known amounts of cash and which are subject to insignificant risk of changes in value.

21. Earnings Per Share:

Basic earnings per equity share are computed by dividing the net profit for the year aributable to the Equity Shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit for the year, adjusted for the effects of diluve potenal equity shares, aributable to the Equity Shareholders by the weighted average number of the equity shares and diluve potenal equity shares outstanding during the year except where the results are an-diluve.

22. Crical Accounng Judgments and key sources of esmaon uncertainty

The preparaon of the Company's financial statements requires management to make judgement, esmates and assumpons that affect the reported amount of revenue, expenses, assets and liabilies and the accompanying disclosures. Uncertainty about these assumpons and esmates could result in outcomes that require a material adjustment to the carrying amount of assets and liabilies affected in future periods. The following are the crical judgments, apart from those involving esmaons, that the directors have made in the process of applying the Company's accounng policies and that have the most significant effect on the amounts recognised in the financial statement.

Key sources of esmaon uncertainty

The following are the key assumpons concerning the future, and other key sources of esmaon uncertainty at the end of the reporng period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilies within the next financial year.

Depreciaon/ amorzaon and Useful life of Property, Plant and equipment

The company reviews the esmated useful lives of property plant and equipment at the end of each reporng period. The useful lives and residual values are based on the Company's historical experience with similar assets and take into account ancipated technological changes. The depreciaon / amorzaon for future periods is revised if there are significant changes from previous esmates. During the current year, there has been no change in life considered for the assets.

Recoverability of trade receivables

Judgments are required in assessing the recoverability of overdue trade receivables and determining whether a provision against those receivables is required. Factors considered to determine the provision include the credit rang of the counterparty, the amount and ming of ancipated future payments and any possible acons that can be taken to migate the risk of non-payment.

Esmaon of net realizable value of inventories

Inventories are stated at the lower of cost and Fair value. In esmang the net realizable value / Fair value of Inventories the Company makes an esmate of future selling prices and costs necessary to make the sale.

Provision for employee benefits

The Company uses actuarial assumpons to determine the obligaons for employee benefits at each reporng period. These assumpons include the discount rate, expected long-term rate of return on plan assets, rate of increase in compensaon levels and mortality rates.

Fair value measurements and valuaon processes

Some of the Company's assets and liabilies are measured at fair value for the financial reporng purposes. The valuaon commiee which is headed by the Chief Financial Officer of the Company determines the appropriate valuaon techniques and inputs for fair value measurements.

ARCH 2021
M
NTS AS AT 31
ME
AL STATE
N
ANCIO FI
OTES T
N

1. PROPERTY, PLANT AND EQUIPMENT Rupees in Lakhs

		Gross Bl	lock			Depreciation			Net Block
Particulars	01 Apr 20As at	Additionsduringthe year	Deletionsthe yearduring	31 Mar 21Upto	01 Apr 20As at	For theYear	Deletionsthe yearduring	31 Mar 21Upto	31 Mar 21As at	31 Mar-As at20
i. TANGIBLE
Land	2,536.95	ï	f,	2,536.95	ı	ı	ı		2,536.95	2,536.95
Buildings	558.09	Ĭ.	f,	558.09	98.86	10.25		109.11	448.98	459.23
Plant and Equipment	5,461.47	0.54	Ĭ.	5,462.02	5,439.29	12.65	f,	5,451.94	10.07	22.19
Furniture and Fixtures	247.30	f,	Ţ	247.30	220.85	13.25	ı	234.10	13.20	26.45
Vehicles	111.63	f,	11.84	99.79	74.41	9.54	7.10	76.85	22.94	37.22
Office equipment	29.16	ï	ı	29.16	24.93	1.46	ı	26.38	2.78	4.24
Electrical & Fixtures:	254.46	ı	$\mathbf{I}$	254.46	223.62	13.30	ı	236.93	17.53	30.83
Capital Assets onProjects Division	1,082.88		ı	1,082.88	1,082.88		ï	1,082.88
Total	10,281.94	0.54	11.84	10,270.64	7,164.84	60.46	7.10	7,218.20	3,052.45	3,117.10
*Previous Year	10,254.67	27.27	ı	10,281.94	7,084.24	80.60	ı	7,164.84	3,117.10

Annual Report 2020 - 21

	Rupees in Lakhs
(f)

Rupees in Lakhs

10	Share capital
	Particulars		As at31-03-2021		As at31-03-2020
		Numberof shares	Amount	Number ofshares	Amount
	AUTHORISED	250.00	2,500.00	250.00	2,500.00
	Equity Shares of Rs 10/- each
	ISSUED, SUBSCRIBED & FULLY PAID UP	125.12	1,251.19	125.12	1,251.19
	Equity shares of Rs 10/- each
	Total	125.12	1,251.19	125.12	1.251.19

10.1	Details of Shareholders holding more than 5% of total number of shares
			As at31-Mar-21		As at31-Mar-20
	Name of the Shareholder	No ofsharesheld (inLakhs)	% out oftotalnumber ofshares ofthecompany	No ofshares held(in Lakhs)	% out of totalnumber ofshares of thecompany
	Tummala Gopichand	11.97	9.56%	23.97	19.15%
	Tummala Pavana Devi	5.75	4.59%	11.75	9.39%
	Tummala madhu Mitra	8.41	6.72%	8.41	6.72%
	Tummala Rajasekhar	28.25	22.58%	10.25	8.19%

10.2	Reconciliation of number of shares
	Name of the Shareholder		As at31-Mar-21		As at31-Mar-20
		No ofshares	Rs In Lakhs	No ofshares	Rs In Lakhs
	Shares outstanding at the beginning of the year	125.12	1,251.19	125.12	1,251.19
	Add: Shares issued during the year
		125.12	1,251.19	125.12	1,251.19
	Less: Shares bought back during the year
		125.12	1.251.19	125.12	1,251.19

The Company has only one class of equity shares having face value of ` 10 each and the holder of the equity share is entled to one vote per share.In the event of liquidaon of the Company, the holders of equity shares will be entled to receive the remaining assets of the Company in proporon to the number of equity shares held.

Rupees in Lakhs

OTHER EQUITY
	As at	As at
Particulars	31-03-2021	31-03-2020
Securities Premium
Figures as at the end of the previous reporting period	851.00	851.00
Additions	$ -$
Deductions
Figures as at the end of current reporting period	851.00	851.00
General Reserve
Figures as at the end of the previous reporting period	3,834.76	3,834.76
Additions
Deductions	- - -
Figures as at the end of current reporting period	3,834.76	3,834.76
Retained Earnings
Figures as at the end of the previous reporting period	4,962.58	4,310.11
CSR Expenditure	(28.80)
Add: Profit for the year / period	84.30	652.47
Figures as at the end of current reporting period	5,018.08	4,962.58
Other Comprehensive Income/(loss) Net of Tax at the end of the
previous reporting period	(17.23)
Other Comprehensive Income / (loss) Net of Tax	(72.88)	(17.23)
	(90.11)	(17.23)
Total of Reserves and Surplus	9,613.73	9,631.11

NATURE OF RESERVES

• i General Reserves Company's cumulave earnings since its formaon less distribuon
• ii Security Premium represents the premium received on issue of equity shares
• iii The reserves are ulised in accordance with the provisions of Companies Act, 2013

	Rupees in Lakhs

• 12.1 Loans from Promoter Director, Mr. T. Gopichand and T.Pavana Devi carry interest @ 12% p.a.
• 12.2 Term Loan from bank includes a car loan availed from Bank of Maharashtra and the vehcile is hypothicated as security.

	Particulars	As at31-Mar-21	As at31-Mar-20
13	Long term provisions
	Provision for employee benefits:
	Gratuity	161.53	177.21
	Total	161.53	177.21
14	Short term borrowings
	- Secured
	(a) Loans repayable on demand from banks	1.24	2.73
	(b) Cash credit	4,875.53	2,658.47
	- Unsecured
	(a) Loans repayable on demand from Others	235.81	134.75
	Total	5,112.58	2,795.95

14.1 Cash credit from bank of Maharashtra and Canara bank are secured by

(a) First Charge by way of hypothecaon of the company's enre Stocks of Raw Materials, Semi-finished and Finished goods, consumables stores and spares and such other movables including Book debts, bills whether documentary or clean, outstanding monies, receivables, and other Current Assets of the company both present and future ranking pari passu for all lending bankers.

• (b) Hypothecaon/First Charge on all unencumbered fixed Assets of the company both present and future
• (c) Equitable Mortgage of Land & Buildings in the name of the company

(d) Counter Guarantee of the company and Personal guarantee of its directors and extension of First Charge on the Current assets

• 14.2 Vendor Finance bills of Rs.500 lakhs has been availed from the South Indian Bank ltd against bills and 10 % Cash margin with usance period of 90 days @ 10.50% Interest p.a. Subsequently Bills raised to the Client was rejected.
• 14.3 Secured Purchase Finance of Rs. 240 lakhs availed from OXYZO financial services Pvt ltd against bankgurantee @15% interest p.a.

	Rupees in Lakhs

		Rupees in Lakhs
	406.89	1,063.44
	273.99	406.89

	Rupees in Lakhs

27. Conngent Liabilies and Commitments not provided for

	Rupees in Lakhs

** Bank guarantee invoked by "Andhra Pradesh State Fiber net limited" of Rs.428.38 Lakhs. The said acon was challenged by the company before the division bench of Andhra Pradesh High Court, Amaravathi, which is pending. Based on the legal opinion given by the counsel, the company has not made any provision in its books of accounts.

28. Employee Benefits

The Liability for Gratuity has been determined by an actuary in conformity with the principle set out in Accounng Standard Ind AS - 19 (Revised) the details of which are as under:

	2020-21	2019-20
Description	(Rs in lakh)	(Rs in lakh)
1. Reconciliation of opening and closing balances of obligation
a. Obligation as at the beginning of the year	229.52	167.51
b. Current Service Cost	17.53	26.68
c. Interest Cost	15.61	12.82
d. Actuarial (Gain)/Loss	97.39	23.02
e. Past services cost
f. Benefits Paid	(189.92)	(0.51)
g. Obligation as at the end of the year	170.12	229.52
2. Expense recognized in the period
a. Current Service Cost	17.53	26.68
b. Interest Cost	15.61	12.82
c. Actuarial(Gain)/Loss	0.00	0.00
d. Past service cost	0.00	0.00
e. Expense recognized during the year	130.53	65.52
3. Assumptions	%	%
a. Discount Rate (per annum) as at the end of the year	6.80	6.80
b. Salary Rise	2.00	2.00
c. Attrition Rate	5.00	1.00

Sensivity Analysis

Significant actuarial assumpons for the determinaon of the defined benefit obligaon are discount rate, expected salary increase and mortality. The sensivity analysis below have been determined based on reasonably possible changes of the assumpons occurring at the end of the reporng period, while holding all other assumpons constant.

The result of sensivity analysis is given below:

Particulars	31-Mar-21 (Ind AS-19)			31-Mar-20 (Ind AS-19)
Defined Benefit Obligation (Base)	1,70,11,942			2,29,51,654
	Decrease	Increase	Decrease	Increase
Discount Rate $(-/ + 1%)$	1,81,49,178	1,60,14,708	2,53,23,840	2,09,55,397
(% change compared to base due to sensitivity)	6.68	$-5.86$	10.34	$-8.70$
Salary Growth Rate (- / + 1%)	1,48,81,079	1,95,98,538	2,02,35,977	2,62,35,969
(% change compared to base due to sensitivity)	$-12.53$	15.20	$-11.83$	14.31
Attrition Rate $(-/ + 1%)$	1,23,30,874	1,45,04,887	2,06,96,337	2,49,62,769
(% change compared to base due to sensitivity)	$-27.52$	$-14.74$	$-9.83$	8.76
Mortality Rate $(-/ + 10%)$	1,69,92,097	1,70,31,766	2,28,92,895	2,30,10,232
(% change compared to base due to sensitivity)	$-0.12$	0.12	$-0.26$	0.26

29. Segment Reporng

The Company's operaons predominantly relate to providing Integrated Soluons, Technical Division, Projects Division and Soware Development Services to customers globally operang. Accordingly, the primary basis of segmental informaon set out in these financial statements, and secondary segmental reporng is performed on the basis of the geographical locaon.

Income & Direct expenses in relaon to segments are categorized based on items that are individually idenfiable to that segment, while the remainders of the costs are allocated on the bases of available informaon. Certain expenses, which form a significant component of total expenses, are not specifically allocable to specific segments. The Company believes that it is not praccable to provide segmental disclosures relang to those costs and expenses, and accordingly these expenses are separately disclosed as "unallocable" and directly charged against total income.

a. Business Segments :

Year ended March 31, 2021 and 2020

(129.81)
(73.77)

			Rupees in Lakhs

30. Related Party disclosure

As per Indian Accounng Standard 24, the disclosures of transacons with the related pares as defined in the Accounng Standard and cerfied by the management are given below:

Party Name	Relation	Transactions Entered Duringthe Period YES/NO
Mr. T. Gopichand	Management Personnel (Vice Chairman- &Key.Managing Director), Spouse of Mrs. T. Pavana Devi &Brother of T. Bapaiah Chowdary.	Yes
Mrs. T. Pavana Devi	Director & Spouse of Mr.T. Gopichand.	Yes
Mr.T.Bapaiah Chowdary	Director & Brother to the Vice-Chairman & ManagingDirector (Mr.T.Gopichand)	Yes
Mr.T.Madhu Mitra	Son of Vice Chairman & Managing Director	Yes
Mr.T.Girish	Son of T.Bapaiah Chowdary	Yes.
Mrs. T. Vindhya	Daughter-In-law of Sri.T.Gopichand (Vice Chairman &Managing Director) & Smt T. Pavana Devi, Director	Yes
Mr.Oduru Babu Reddy	Chief Financial Officer	Yes
Mr. Ch Mallikarjuna	Company Secretary (w.e.f. 10 February 2021)	Yes.
Ms. Shabnam Siddiqui	Company Secretary	Yes

a) Name of Related Pares, relaonship

Transacons with Related pares:

Name of the related	Mr. T. Gopichand	Mrs.T. Pavana Devi	Mr.T.Bapaiah Chowdary	Mr.T.Madhu MitraMrs.T.Vindhya &
party				Mr. T.Girish
Description of the	Remunerationಸ	a) Sitting Fees	a) Sitting Fee	Salary
nature of transactions	b) Unsecured Loan Received	b) Unsecured Loan	b) Supply of Goods
	Interest on unsecured$\overline{c}$	Received
	Ioan	c) Interest on Unsecured
		Loans
Volume of the	a) Managerial	a) Sitting Fee Paid Rs.0.77	a) Sitting Fee Paid Rs.1.14	Salary of Rs. 10.43 lakhs,
transactions either as	Remuneration of Rs.	lakhs. (Rs.0.57 lakh)	akhs. (Rs.0.64 lakhs)	Rs. 8.84 lakhs and Rs.6.60
an amount or as	84.00 lakhs (84.00 Lakhs)	b) Unsecured Loan	b) Total transaction value is Rs.	lakhs respectively
appropriate proportion	b) Unsecured Loan Received	Received of Rs 75.00	NIL Lakhs (Rs. 31.13 Lakhs)	(Rs.11.20, Rs.8.58 and 7.08
	of Rs.195 Lakhs	Lakhs (Nil)		akhs Respectively)
	[Rs.66.00 lakhs)	c) Interest on Unsecured
	c) Interest on unsecured	Loans Rs 0.51 Lakhs
	loan of Rs.19.63 Lakhs	$\widehat{\mathbb{E}}$
	$(14.20)$ lakh
	d) Loan repaid of Rs. 87.00
	-akhs (Rs.36.00 Lakhs)
Any other elements of
the related party	$\equiv$	$\equiv$	$\equiv$	$\equiv$
transactions

The amounts or	Remuneration PayableManagerial೯				Salary Payable of Rs.0.81
proportions ofappropriate	Rs. 265.76 lakhs (Rs.				lakhs, Rs.0.69 lakhs and
outstanding items	216.45 lakhs)		$\equiv$	$\equiv$	Rs.0.57 lakhs respectively.
pertaining to related	b) Unsecured Loan including				(Rs1.49, Rs. 1.18 and 1.14
parties at the Balance	interest Rs. 343.09 lakhs				lakhs Respectively)
Sheet date	(Rs.141.19 lakhs)
Provisions for doubtful
debts due from such
parties at that date and
amounts written off or	$\equiv$		$\equiv$	$\equiv$	$\equiv$
written back in the
debts due from or toperiod in respect of
related parties
Name of the related party		Mr. Oduru Babu Reddy, CFO		Mr. Ch. Mallikarjuna, C.S.	Ms Shabnam Siddiqui, C.S.
Description of the nature of transactions		Salary		Salary	Salary
Volume of the transactions either as an		Salary of Rs. 12.87 lakhs		Salary of Rs. 0.60 lakhs	Salary of Rs. 3.83 lakhs
amount or as appropriate proportion		$(Rs. 8.34$ lakhs)		(Rs. Nil)	(Rs. 4.07 lakhs)
The amounts or appropriate proportions			Salary Payable of Rs. 1.56 lakhs	Salary Payable of Rs. 0.34 lakhs	Salary Payable of Rs. 0.34 lakhs
of outstanding items pertaining to		$(Rs. 1.35$ lakhs $)$		(Rs. Nil)	(Rs. 0.67 Lakhs)

31. Financial instruments:

Disclosure pursuant to Ind AS 107 "Financial Instruments: Disclosures"

Capital Management

The company ensures financial flexibility and diverse sources of financing and their maturies to minimize liquidity risk while meeng investment requirements. The objecvity of company's capital management is to maximize the total shareholder return by opmizing cost of capital through flexible capital structure that supports growth. The company maintains financial strength to maintain/enhance credit rangs.

The Company determines the amount of capital required on the basis of budgets and esmates made annually and reviewing periodically the operang plan and long-term strategic plans. The company meets its funding requirement through internal accruals and long-term/short-term borrowings. The Company monitors the capital structure on the basis of Net debt to equity rao and maturity profile of the overall debt porolio of the Company.

Redefining IT Solutions

For the purpose of capital management, capital includes issued equity capital, securies premium and all other revenue reserves. Net debt includes all long and short-term borrowings as reduced by cash and cash equivalents.

			The following table summarizes the capital of the Company:
--	--	--	------------------------------------------------------------

	Rs. in lakhs

Ÿ Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The company's exposure to market risk is primarily on account of foreign currency exchange rate risk.

Ÿ Interest rate risk

The company's total borrowings represent short term borrowings (WCDL) and the interest rate primarily basing on the company's credit rang and also the changes in the financial market. Company connuously monitoring over all factors influence rang and also factors which influenal the determinaon of the interest rates by the banks to minimize the interest rate risks.

Ÿ Foreign currency risk

The company has several balances in foreign currency and consequently the company is exposed to foreign exchange risk. The risk on company's foreign currency changes commensurate with the size of the company is not material. The company evaluates exchange rate exposure arising from foreign currency transacons and follows established risk management policies.

We summarize below the financial instruments which have the foreign currency risks as at March 31, 2021 and March 31, 2020

The carrying amounts of the Company's substanal foreign currency denominated monetary assets and monetary liabilies based on gross exposure at the end of the reporng period is as under:

	Liabilities		Advances
Currency	As at	As at	As atAs at
	March 31, 2021	March 31, 2020	March 31, 2020March 31, 2021
USD	10.78 (INR 792.57)	10.78 (INR 812.85)	1.73 (INR 127.09)1.73 (INR 130.34)

Sensivity analysis of 2% change in exchange rate at the end of reporng period

	Foreign Currency Sensitivity
Particulars	As at March 31, 2021	As at March 31, 2020USD
	USD
2% Depreciation in INR
Impact on P&L	(18.39)	(18.86)
Total	(18.39)	(18.86)
2% Appreciation in INR
Impact on P&L	18.39	18.86
Total	18.39	18.86

Credit risk management

Credit Risk is the risk that a customer or counterparty to a financial asset fails to perform or pay the amount due causing financial loss to the company. The maximum exposure of the financial assets represents trade receivables and work in progress.

The company has a prudent and conservave process for managing its credit risk in the course of its business acvies. The risk on trade receivables, work in progress is limited as the customers of the company mainly consist of Government promoted enes having strong credit worthiness. For doubul receivables the company uses a provision matrix to compute the expected credit loss allowances for trade receivables. The provision Matrix takes into account ageing of accounts receivables and the company's historical experience of the customers and financial condions of the customers.

Liquidity risk management

Liquidity risk arises from the company's inability to meet its cash flow commitments on me. The Company manages liquidity risk by maintaining adequate reserves, banking facilies and reserve borrowing facilies, by connuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilies. Assessment of maturity profiles of financial assets and financial liabilies including debt financing plans and maintenance of Balance Sheet liquidity raos are considered while reviewing the liquidity posion.

32. Other disclosure pursuant to Ind AS 107 "Financial instruments: Disclosures":

(i) Category wise classificaon of applicable Financial Instruments:

	Rs. in lakhs

(ii) Fair value of financial assets and financial liabilies measured at amorsed cost

Financial assets measured at amorsed cost:

The carrying amounts of trade receivables and cash and cash equivalents are considered to be the same as their fair values due to their short-term nature. The carrying amounts of long term loans given with floang rate of interest are considered to be close to the fair value.

(iii) Maturity profile of financial liabilies Rs. in Lakhs

Financial liabilies measured at amorsed cost:

The carrying amounts of trade and other payables are considered to be the same as their fair values due to their short term nature. The carrying amounts of borrowings with floang rate of interest are considered to be close to the fair value.

Rs. in Lakhs

	As at March 31,2021			As at March 31,2020
Particulars	Within TwelveMonths	AfterTwelveMonths	Total	Within TwelveMonths	After TwelveMonths	Total
Borrowings	5,112.58		5,112.58	2,795.95	$\overline{\phantom{0}}$	2,795.95
Trade payables	10,633.68	$\blacksquare$	16,403.54	15,568.72	$\overline{\phantom{0}}$	15,568.72
Other financial liabilities	1,402.40	348.88	1,751.28	954.07	151.81	1,105.88

33. Deferred Tax

Tax charged to Profit and Loss account is aer considering deferred tax impact for the ming difference between accounng income and taxable income.

The deferred tax Asset as at March 31, 2021 comprise of the following:

Particulars		As atMarch 31, 2021	As atMarch 31, 2020
A	Deferred Tax Liability
	Related to fixed assets	32.21	40.527
B	Deferred Tax Assets
	Disallowance under the Income tax Act, 1961	300.41	219.19
	Deferred tax Liability/(Asset) (net)	332.62	259.71

1. In order to comply with the requirement of the Micro, Small and Medium Enterprises Development Act, 2006, Company has sought confirmaon from the vendors whether they are falling in the category of Micro/Small/Medium Enterprises. Based on the informaon available, the required disclosures are given below:

Rs. in lakhs

Particulars	As atMarch 31, 2021	As atMarch 31, 2020
Principal amount remaining unpaid	353.77	492.20
Delayed payments due as at the end of each accounting year on accountof Principal	353.77	492.20
Interest paid by the Company in terms of Section 16 of Micro, Small andMedium Enterprises Development Act, 2006, along with the amount ofthe payment made to the supplier beyond the appointed day during theyear.
Interest due and payable for the period of delay in making payment(which have been paid but beyond the appointed day during the year)but without adding the interest specified under Micro, Small and MediumEnterprises Development Act, 2006.	14.02	37.46
Interest accrued and remaining unpaid as at March 31	14.02	37.46
Further interest remaining due and payable even in the succeeding years,until such date when the interest dues as above are actually paid to thesmall enterprise.	14.02	37.46

35. Corporate Social Responsibility Expenditure

Particulars	FY 2020-21	FY 2019-20
Gross Amount required to be spent during the year	11.65	12.09
Earlier Years	40.38	28.29
Amount spent during the year in Cash
i) On Construction / acquisition of any asset	Nil	Ni
ii) On purposes other than (i) above	Nil	Ni
Unspent Amount **	52.03	40.38

** Unspent amount of Rs 40.38 has been transferred to a separate bank account as per the Companies Act Promoon of Educaon Development and Rural Development projects are the idenfied sectors by the Company Contribuon for construcon of convenon hall in Siddaganga instute of Technology ( SIT) and drainage and sewage works are the idenfied projects by the company.

36. Earnings Per Share

Particulars	FY 2020-21	FY 2019-20
Net Profit After Tax (Rs in lakhs)	11.42	635.24
Weighted Average Number of Equity shares ofRs.10 each (In lakhs)	125.12	125.12
Nominal Value of Shares	10	-10
Earnings Per Share (Basic/Diluted) (In Rs.)	0.67	5 21

1. Figures for the corresponding year ended March 31, 2021, wherever necessary, have been regrouped, recast, rearranged as per the Schedule III of Companies Act, 2013.

As per our report of even date aached For Mullapudi & Co., Chartered Accountants FRN: 006707S

Sd/-	Sd/-	Sd/-
CA. B. Krishna Sivaram Apparao	(T.Pavana Devi)	(T.Gopichand)
Partner	Director	Vice chairman & Managing Director
M. No: 226476	DIN: 00107698	DIN: 00107886

Sd/-	Sd/-
(Ch Mallikarjuna)	(Oduru Babu Reddy)	Place: Hyderabad
Company Secretary	Chief Financial Officer	Date: 10.06.2021