Tera Software Ltd. — Board/Management Information 2025

May 17, 2025

Regd. Office : # 8-2-2931821 N 1107, Road Number 55, Jubilee Hills, Hyderabad,Telangana 500033. Tel :+91-40-23547447 E-mail : info@terasoftware.in www.terasoftware.com

Date: 16m May, 2025

BSE Limited
	National Stock Exchange of India Limited
P.J. Towers, Dalal Street,
	Exchange Plaza, Bandar Kurla Complex
Mumbai - 40000 1	Bandra (E ), Mumbai - 400051
Scrip: 533982	Symbol: TERASOFT

Dear Sir/Madam,

Sub: Outcome of Board Meeting of the Company held on 16th May, 2ol25 - Reg.

Ref: Regulation 30 and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2O15.

This is to inform you that, the Board of Directors of the Company at their meeting held today i.e. Friday, 16tt M"y, 2025 at the Registered Office of the Company situated at Plot No.1107, Road No.55, Jubilee Hills, Hyderabad-500033, Telangana, India, has approved the following Businesses:

• 1. Audited Financial Results (Standalone & Consolidated) for the Quarter and Year ended 31st March, 2025 alongwith Independent Auditors' Reports.
• 1. Re-appointment of M/s. Darapaneni & Company, Chartered Accountants, Hyderabad as the Internal Auditors of the Company for the Financial Year 2025-26 to conduct the Internal Audit of the Company.
• 1. Appointment of M/s. RPR & Associates, Company Secretaries, Hyderabad as the Secretarial Auditors of the Company for five ' Financial Years from 2025-26 to 2029-30, subject to approval of the Members at the ensuing Annual General Meeting, to conduct the Secretarial Audit of the Company. Requisite details as per SEBI Master Circular are enclosed as Annexure I.

Regd. Office 1 # 8-2-2-931821 N 1107, Road Number 55, Jubilee Hills, Hyderabad,Telangana 500033. Tel :+91-40-23547447 E-mail : info@terasoftware. in www.terasoftware.com

• 1. Dissolution of the Borrowing Committee.
• U. Constitution of a Management Committee"
• 1. Proposal of acquisition (1O0% shares of subsidiary company through transfer and make Requisite details as per SEBI Annexure II stake) of remaining 260/o equity TS Innovations Private Limited, it a wholly owned subsidia5y" Master Circular are enclosed as

Declaraltlon pursuant to Regulatlon 33(3)(Q of the SEBI (Listtng obllgations qnd Disctosu re Requirements) Regulatlons, 20 7 5 :

we, hereby confirm and declare that the statutory Auditors of the Company M/s Narven Associates, Chartered Accountants, Hyderabad, has issued the Audit Reports on Standalone & Consolidated Audited Financial Results for the year ended 31"t March, 2025 with unmodified opinion.

Board Meeting commenced at 16:00 hours and concluded at 23:15 hours.

Kindly take the above information on your record.

Yours faithfully, For TERA SOFTWARE LIMITED

CHINI MALLIKARJU Digitally signed by CHINI MALLIKARJUNA DN: cn=CHINI MALLIKARJUNA c=IN o=Personal Reason: I am the author of this document Location:

Date: 2025-05-16 23:14+05:30

cH. MALLtXan rune Compan5r Secretary & Compliance Officer 'Mem. No. A47545 NA

Regd. Office i # 8-2-2931821 N 1107, Road Number 55, Jubilee Hills, Hyderabad,Telangana 500033. Tel :+91-40-23547447 E-mail : info@terasoftware.in www.terasoftware.com

S. No.	Particulars	Details
1	Name of Secretarial Auditors	M/s RPR & Associates
2	Reason for change viz. appointment, re appointment	As per SEBI (LODR) (Third Amendment) Regulations, 2024, the Board of Directors have considered as recommended by the Audit Committee and recommended the appointment of M/s.RPR & Associates, Company Secretaries in Practice, as the Secretarial Auditors of the Company.
3	Date of appointment & term of appointment	For a term of 5 (five) financial years (i.e.,'for FY 2025-26 to FY 2O29-3O), Commencing from the conclusion of the ensuing 31"t AGM till the conclusion of 36th AGM to be held in the year 2O3O, subject to the approval of Shareholders at the ensuing AGM of the Company.
4	Brief profile (in of appointment)	M/s RPR & Associates is in practice since June, 2OO3 and registered as peer reviewer, having experience in the field of Company Law, Listing Regulations & allied corporate laws & Secretarial Audit.
5	Disclosure of relationships between directors (in cd.se of appointment of a director)	Not Applicable

Yours faithfully, For TERA SOFTUIARE LIMITED

*Jt_ CH. MALLIIIAR^IIINA Company Secretar5r & Compliance Oflicer Mem. No. A47545

Regd. Office : # 8-2-?-931821 N 1107, Road Number 55, Jubilee Hills, Hyderabad,Telangana 500033. Tel :+91-40-23547447 E-mail : info@terasoftware.in www.terasoftware.com

No. 1	Name of the target entit5r,
	details in brief such as size, turnover etc.;	TS Innovations Private Limited (rsrPL)
2	Whether the acquisition would fall within related party transaction(s) and whether promoter/ promoter the group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arms length";	The subsidiary company (TSIPL) will be a related party of Tera Software Limited
3	Industry to which the entity being acquired belongs;	Information Technologr
4	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entit5r, if its business is outside the main line of business of the listed entity);	The business of target entity is similar line of Listed entity.
5	Brief details of any governmental or regulatory approvals required for the acouisition:	Not Applicable
6	Indicative time period for completion of the acquisition;	Completion is expected to occur in Q2 FY2O25-26, subject to any extension as per the terms of SPA.
"7	Nature of consideration whether cash consideration or share swap and details of the same;	Cash consideration 6%

Regd. Office | # 8-2-?-931821 N1107, Road Number 55, Jubilee Hills, Hyderabad,Telangana 500033. Tel :+91-40-23547447 E-mail : info@terasoftware. in www.terasoftware.com

8	Cost of acquisition or the price at which the shares are acquired	Cash consideration @face value of Rs.10/- each equity share aggregating Rs.26,000/- for 26O0 shares.
9	Percentage of shareholding / control acquired and I or number of shares acquired percentage of shareholding / control acquired and I or number of shares acquired	Tera Software Limited would acquire lOOo/o shareholding in the target entity (TSIPL).
10	Brief background about the entity acquired in terms of products lline of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief);	TS Innovation Private Limited incorporated as a subsidiary company of Tera Software Limited (TSL), which has no turnover recorded since incorporation and to do business operations now, as TSL has awarded new BSNL Projects.

For TERA SOFTUIARE LIMITED

CH. MALLII{ARJUNA Company Secretary & Compliance Officer Mem. No. A47545