Tera Software Ltd. — Audit Report / Information 2026

May 19, 2026

CHINI MALLIKARJU NA

Digitally signed by CHINI MALLIKARJU NA DN: cn=CHINI MALLIKARJU NA c=IN o=Personal Reason: I am the author of this document Location: Date: 2026-05-01 17:50+05:30

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ANNUAL SECRETARIAL COMPLIANCE REPORT

[Pursuant to Regulation 24A(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with circular dated February 8, 2019, issued by SEBI and amendments thereof]

Annual Secretarial Compliance Report of M/s. Tera Software Limited for the financial year ended March 31, 2026.

We, M/s. RPR & Associates, Company Secretaries represented by Mr. Y Ravi Prasada Reddy, Proprietor, have examined:

• (a) all the documents and records made available to us and explanation provided by M/s. Tera Software Limited (" the listed entity "), CIN: L72200TG1994PLC018391, having its registered office at 8-2293/82/A/1107, Plot No. 1107, Road No. 55, Jubilee Hills, Hyderabad, Telangana, 500033.

• (b) the filings / submissions made by the listed entity to the Stock Exchanges,

• (c) website of the listed entity,

• (d) any other document / filing, as may be relevant, which has been relied upon to make this Report.

for the financial year ended March 31, 2026 (" Review Period ") in respect of compliance with the provisions of:

• (a) the Securities and Exchange Board of India Act, 1992 (" SEBI Act ") and the regulations, circulars, guidelines issued thereunder; and

• (b) the Securities Contracts (Regulation) Act, 1956 (" SCRA "), rules made thereunder and the Regulations,

• circulars, guidelines issued thereunder by the SEBI ;

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

• (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not Applicable as there was no reportable event during the financial year under review ;

• (e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 - Not Applicable as there was no reportable event during the financial year under review ;

• (f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 - Not Applicable as there was no reportable event during the financial year under review ;

• (g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereof;

• (h) Securities and Exchange Board of India (Depositories and Participants) Regulations 2018;

• (i) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations, 2018, regarding the Companies Act and dealing with clients;

• (j) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not Applicable as there was no reportable event during the financial year under review ;

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• (k) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013 - Not Applicable as there was no reportable event during the financial year under review ;

• (l) other regulations as applicable.

and circulars / guidelines issued thereunder and the additional affirmations as per the circulars issued by the stock exchanges dated March 16, 2023 and subsequent amendments thereto;

Based on the above examination, we hereby report that, during the Review Period:

• (a) The listed entity has complied with the provisions of the above Regulations and circulars / guidelines issued thereunder, except in respect of matters specified below:

S. No	Compliance Requirement (Regulations / circulars / guidelines including specific clause)	Regulation / Circular No.	Deviations	Action Taken by	Type of Action (Advisory / Clarification / Fine / Show Cause Notice / Warning etc.)	Details of Violation	Fine Amount	Observations / Remarks of the PCS	Management Response	Remarks
1	Submission of the Annual Report within the prescribed period under SEBI LODR.	Regulation 34 of SEBI (LODR) Regulations, 2015	Delay in submission of the Annual Report for the FY 2024- 25	BSE & NSE	Penalty / Fine imposed	One day delay in submission of the Annual Report for the FY 2024- 25	Rs.2,360/- by each stock exchange	Management requested for waiver, however stock exchanges not considered.	Assure that the Company will take all necessary measures to ensure timely compliance in future.	Fine amount paid to both BSE & NSE

Note: In addition to above, the stock exchanges have sought clarifications during the FY 2025-26 and the listed entity has clarified accordingly.

• (b) The listed entity has taken the following actions to comply with the observations made in previous reports:

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Compliance
Details of Comments
Observations Requirement
Observations / violation / of the PCS
made in (Regulations / Remedial
Remarks of the deviations and on the
secretarial circulars / actions, if any,
S. No. PCS in the actions taken / actions
compliance guidelines taken by the
previous penalty imposed, taken by
report for the including listed entity
reports if any, on the the listed
year ended specific
listed entity entity
clause)
1 N.A. N.A. N.A. N.A. N.A. N.A.
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Note: No observations in the previous report for the year 2024-25.

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We hereby report that, during the Review Period the compliance status of the listed entity with the following requirements:

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Compliance Observations
Sr.
Particulars Status (Yes / / Remarks by
No.
No / NA) PCS
1. Secretarial Standards :
The compliances of the listed entity are in accordance with
Yes -
the applicable Secretarial Standards (SS) issued by the
Institute of Company Secretaries of India (ICSI).
2. Adoption and timely updation of the Policies :
All applicable policies under SEBI Regulations are
adopted with the approval of board of directors of the
listed entities. Yes -
All the policies are in conformity with SEBI Regulations
and have been reviewed & updated on time, as per the
regulations / circulars / guidelines issued by SEBI.
3. Maintenance and disclosures on Website :
The listed entity is maintaining a functional website.
Timely dissemination of the documents / information
under a separate section on the website.
Yes -
Web-links provided in annual corporate governance
reports under Regulation 27(2) are accurate and
specific which redirects to the relevant
document(s)/section of the website.
4. Disqualification of Director(s) :
None of the director(s) of the listed entity is/are
Yes -
disqualified under Section 164 of Companies Act, 2013 as
confirmed by the listed entity.
5. Details related to subsidiaries of listed entities have been The Company
examined w.r.t .: is having one
(a) Identification of material subsidiary companies. subsidiary
Yes
(b) Disclosure requirement of material as well as other which is not a
subsidiaries. material
subsidiary.
6. Preservation of Documents :
The listed entity is preserving and maintaining records as
prescribed under SEBI Regulations and disposal of records Yes -
as per policy of preservation of documents and archival
policy prescribed under SEBI LODR Regulations, 2015.
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7. Performance Evaluation :
The listed entity has conducted performance evaluation of
the board, independent directors and the committees at Yes -
the start of every financial year / during the financial year
as prescribed in SEBI Regulations.
8. Related Party Transactions :
(a) The listed entity has obtained prior approval of audit
committee for all related party transactions;
(b) In case no prior approval obtained, the listed entity Yes
shall provide detailed reasons along with confirmation -
whether the transactions were subsequently approved
/ ratified / rejected by the audit committee.
9. Disclosure of events or information :
The listed entity has provided all the required disclosure(s)
under Regulation 30 along with Schedule III of SEBI LODR Yes -
Regulations, 2015 within the time limits prescribed
thereunder.
10. Prohibition of Insider Trading :
The listed entity is in compliance with Regulation 3(5) & Yes -
3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.
11. Actions taken by SEBI or Stock Exchange(s), if any :
Action(s) has been taken against the listed entity / its
promoters / directors / subsidiaries either by SEBI or by
As mentioned in the above
Stock Exchanges (including under the Standard Operating
table.
Procedures issued by SEBI through various circulars) under
SEBI Regulations and circulars / guidelines issued
thereunder.
12. Resignation of statutory auditors from the listed entity or
its material subsidiaries :
There were no
In case of resignation of statutory auditor from the listed
such instances
entity or any of its material subsidiaries during the financial
NA occurred
year, the listed entity and / or its material subsidiary(ies)
during the
has / have complied with paragraph 6.1 and 6.2 of section
review period
V-D of chapter V of the Master Circular on compliance with
the provisions of the LODR Regulations by listed entities.
13. Additional non-compliances, if any :
No additional non-compliances observed for any SEBI
Yes -
regulation / circular / guidance note etc. except as reported
above.
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We further, report that the listed entity is in compliance/ not in compliance with the disclosure requirements of Employee Benefit Scheme Documents in terms of regulation 46(2) (za) of the LODR Regulations read with the SEBI Circular for implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities dated December 31, 2024. Not applicable during the review period .

*Assumptions & Limitation of Scope and Review

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

2. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

3. We have not verified the correctness and appropriateness of financial records and books of account of the listed entity.

4. This report is solely for the intended purpose of compliance in terms of Regulation 24A(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

For RPR & Associates Practising Company Secretaries

Date: 30[th] April, 2026 Place: Hyderabad

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Y Ravi Prasada Reddy

Proprietor FCS. 5783 | C.P. No. 5360 Peer Review Certificate No. 1425/2021

UDIN: F005783H000246397

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