DEAR MEMBERS,

Your Directors are pleased to present the Board's Report along with the Audited Financial Statements of the Company for the financial year ended March 31, 2025.

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Accounting Standards ("AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The financial performance of the Company based on Audited Financial Statements for the financial year 2024-25 is summarized below:

(Rs. in Lakhs)

• Achieved a growth of 27% in operation performance.

• Earnings After Tax (EAT) and Earnings Per Share (EPS) recorded a significant increase of 140%.

During the financial year 2024-25, the Company recorded a significant increase in its Standalone Operational Revenue, which stood at Rs. 10764.38 Lakhs, as compared to Rs. 8448.25 Lakhs in the previous financial year. This growth reflects the strong operational performance and effective execution of strategic initiatives and reflecting notable growth of 27%.

The Standalone Profit after Tax for the reporting year also demonstrated substantial improvement, rising to Rs. 942.08 Lakhs from Rs. 391.95 Lakhs in the previous year, indicating enhanced operational efficiency and profitability and reflecting notable growth of 140%. There were no operations from its subsidiary company.

The Board of Directors, at its meeting held on August 12, 2025, has recommended a Final Dividend of 10% i.e. '1/- (Rupee One only) per equity share of face value '10/- (Rupees Ten only) each, for the financial year ended on March 31, 2025, out of reserves.

The recommended dividend amounts to a total payout of '1,25,11,875/- on 1,25,11,875 equity shares, and is subject to approval of the members at the ensuing Annual General Meeting (AGM). The dividend, upon approval, will be paid in compliance with applicable provisions and shall be subject to deduction of tax at source in accordance with the provisions of the Income-tax Act, 1961.

The provisions of Regulation 43A of SEBI (LODR) Regulations, 2015 regarding formulation of a Dividend Distribution Policy are not applicable to the Company, as it is not among the top 1,000 listed entities by market capitalisation as on March 31, 2025.

Your Company has not transferred any amount to General Reserve under the head Reserves & Surplus for the financial year ended on March 31, 2025.

As on date of this report, 1,25,11,875 Equity Shares of Rs.10/- each of the Company are listed on the BSE Limited (BSE) - Scrip Code : 533982 and National Stock Exchange of India Ltd (NSE)- Scrip Symbol : TERASOFT. The Annual listing fees of both the stock exchanges have been paid.

There has been no change in the nature of business carried on by the company. The Company continued to be in the business of IT, Fibernet, Telecom Infra Services, Digitilisation of Records, Power bills distribution and payments etc.,

There have been no material changes and commitments which have occurred between the end of the financial year to which the financial statements relate and the date of this Report, affecting the financial position of the company. Hence no further disclosures are made pursuant to Section 134(3)(l) of the Companies Act, 2013.

During the year under review, M/s TS Innovations Private Limited continued to be a subsidiary of Tera Software Limited, in which the Company holds 74% of the equity shares. The remaining 26% equity shares are proposed to be acquired by the Company, and the necessary actions in this regard are currently in process.

Statement containing salient features of financial statements of said Associate Company in terms of provisions of Section 129(3) of the Companies Act, 2013 in the prescribed Form AOC-1 is annexed to the Board Report as Annexure - A.

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements for the year under review pursuant to Companies Act, 2013 read with SEBI (LODR) Regulations. The Consolidated Financial Statements presented by your Company have been prepared as per Accounting Standards. The Financial statements of the Company have been consolidated with the Financial Statements of its Subsidiary Company i.e. M/s TS Innovations Private Limited.

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, a report on Corporate Governance is annexed as "Annexure - B" and forms part of the annual report.

• Composition of Board:

As on March 31, 2025, your Board consists of 6 Directors comprising of (i) Two Executive Directors, (ii) One NonExecutive Director and (iii) Three Independent Directors. The Board of the Company is compliant with provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015.

• Appointment and Superannuation of Directors during the year:

Details of Appointment, Superannuation of Directors and/ or Key Managerial personnel of the Company during the year under review, are as under:

• Key Managerial Personnel (KMP)

Details of Key Managerial Personnel of the Company:

• Declaration by Independent Directors:

The Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). The terms of appointment of Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act and the Code of Business Conduct adopted by the Company. (Policy link: https://terasoftware.com/terms-and-conditions-of-appointment- of -independent-directors)

• Directors' Appointment / Re-Appointment at the ensuing AGM:

Pursuant to the recommendation of the Nomination and Remuneration Committee (NRC) in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), the Board, at its meeting held on August 12, 2025, considered and approved the following proposals:

• Mr. T. Madhu Mitra (DIN: 07124242), Whole-time Director, who is liable to retire by rotation in terms of Section 152(6) of the Companies Act, 2013, is eligible for re-appointment.

• The first term of five years of Mr. Divakar Atluri, Independent Director, will conclude on February 11, 2026. In accordance with Sections 149(10) and 149(11) of the Companies Act, 2013, read with Regulation 25(2A) of the SEBI (LODR) Regulations, he is eligible for re-appointment for a second term as an Independent Director. However, he has expressed his unwillingness to be re-appointed and has informed the Company that he is unable to continue due to his pre-occupations.

• The current term of Mr. T. Gopichand (DIN: 00107886), Chairman and Managing Director, will conclude on August 31, 2026. In accordance with Sections 196, 197 and 203 of the Companies Act, 2013 read with Schedule V thereto and Regulation 17(6)(e) of the SEBI LODR, he is eligible for re-appointment for a further term.

The Notice convening the Annual General Meeting forms part of this Annual Report and includes the above proposals for the appointment / re-appointment of Directors, along with the required disclosures pursuant to Secretarial Standard-2 on General Meetings and Regulation 36 of the SEBI LODR.

• Board Meeting and Composition:

The Board of Directors held Four (04) meetings during the financial year 2024-25 in compliance with the provisions of the Companies Act, 2013 and rules made thereunder. The prescribed quorum was present during all the meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on all the agenda items of the Board Meeting.

i) May 27, 2024, ii) August 03, 2024, iii) November 07, 2024 and iv) February 11, 2025

CMD - Chairman and Managing Director, WTD - Whole Time Director, NED - Non- Executive Director

• Meeting of Independent Directors:

During the year under review, three Independent Directors duly met on February 11, 2025 and reviewed the performance of Non-Independent Directors and the Board as a whole taking into account the views of the other Directors.

The Company has formed following Committees of the Board in compliance with provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015. In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws:

i) Audit Committee, ii) Debtors Review Committee (a sub-committee of Audit committee), iii) Nomination and Remuneration Committee, iv) Stakeholders Relationship Committee, iv) Corporate Social Responsibility Committee, v) Borrowing Committee and vi) Management Committee.

The details of the Committees and its Meeting are provided in Corporate Governance Report in Annexure-B

Pursuant to provisions of Section 178 read with 134(3)(e) of Companies Act 2013, The Nomination and Remuneration Committee (NRC) has approved the criteria and process for identification/ appointment of Directors.

The NRC has formulated a policy on Director's appointment and remuneration including recommendation of remuneration of the key managerial personnel and senior management personnel and the criteria for determining qualifications, positive attributes and independence of a Director. There has been no change in the said Policy during the year under review.

The evaluation of the Board, its Committees and Individual Directors was carried out as per the process and criteria laid down by the Board of Directors. The proforma formats for facilitating the evaluation process of the Non-Independent Directors and the Board as a whole and the Committees were sent to the respective Directors. Based on the response received from the respective Directors, brief presentation was placed before the Board containing the outcome of their evaluation.

Based on the feedback, the Board expressed satisfaction on overall functioning of the Board, the Committees and performance of the Directors.

As stipulated under Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is annexed herewith as Annexure - C and

forms an integral part of this Annual Report.

The report provides an overview of the industry structure, developments, opportunities and threats, operational and financial performance, internal control systems, and other material developments during the year under review.

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), your Company has constituted a CSR Committee to oversee the implementation of its CSR initiatives.

The details of the Committees and its Meeting are provided in Corporate Governance Report in Annexure-B

Your Company has a longstanding commitment to social responsibility and has undertaken several philanthropic and community development initiatives.

The CSR Policy of the Company, as recommended by the CSR Committee and approved by the Board of Directors, is available on the Company's website at: https://terasoftware.com/investors/corporate-social-responsibility-policy

A brief outline of the CSR Policy and the Annual Report on CSR Activities undertaken during the financial year, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), is provided in Annexure - D to this Report.

The Company has in place adequate internal financial controls with reference to financial statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company's internal financial controls relating to its financial statements. During the year, no reportable material weakness was observed.

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the draft annual return as on the March 31, 2025 is uploaded on the website of the company and is available at https:// terasoftware.com/ annual-return.

Pursuant to the requirement Clause (c) of Sub Section (3) of Section 134 of the Companies Act, 2013 with respect to Director's Responsibility Statement, it is hereby confirmed that-

a) In the preparation of the annual accounts for the year ended on March 31, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the profit of the company for that period.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the accounts for the year ended on March 31, 2025 on a "going concern" basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

M/s Narven Associates, Chartered Accountants were the statutory auditors of the Company for the FY 2024-25. They have appointed for a term of five years i.e. to hold office from the conclusion of 28th AGM held on 24-092022 till the conclusion of 33rd AGM of the Company to be held in the year 2027.

The statutory Auditors' Report forms part of the Annual Report for the FY 2024-25. The report is self-explanatory. The report does not contain any qualification, reservation or adverse remark.

The provisions of Section 148, read with Companies (Cost Record and Audit) Rules, 2014, are not applicable to the Company.

Pursuant to Section 204 of the Act read with the Rules thereof, the Board of Directors have appointed M/s C.V. Reddy K & Associates, the Practicing Company Secretaries, Peer Reviewed Firm, Hyderabad for conducting a secretarial audit of secretarial records of the company for the financial year 2024-25. The Secretarial Audit Report for F.Y.2024-25 along with Annual Secretarial Compliance Report is annexed herewith as Annexure - E. Their term is completed with the FY 2024-25.

There are no adverse observations in the secretarial Audit Report for the F.Y. 2024 25 and hence does not call for any explanation.

Pursuant to the provisions of the amended Listing Regulations, the Board of Directors of the Company ("the Board") at their meeting held on May 16, 2025, considering the experience and expertise and on the recommendation of the Audit Committee, has recommended for the approval of the Members of the Company, appointment of M/s. RPR & Associates, Hyderabad, as the Secretarial Auditor of the Company, for a period of Five (5) consecutive years from commencing from Financial Year 2025-26 till Financial Year 2029-30.

Pursuant to Section 138(1) of the Companies Act, 2013 the company appointed M/s. Darapaneni & Co., a firm of practicing chartered accountants as the Internal Auditors to conduct an internal audit of the functions and activities of the company for FY 2024 -25. The Internal Auditor observations and corrective measures were presented to the Board during their meeting.

The information required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure - F

The Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 to the extent applicable for providing Loans or Guarantee or for making an investment.

All Contracts/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis.

During the year, the company had not entered into Contract/ Transaction with Related parties which could be considered as material Related Party Transaction pursuant to the Regulation 23 of SEBI (LODR) Regulations 2015 as amended from time to time. The details of material related party transaction are reported in the prescribed Form AOC-2 under the Annexure - G.

The Company has Complied with the applicable Secretarial Standards on meetings of the Board of Directors and Meeting of the shareholders, issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013 and the Board of Directors confirms the compliance of the applicable Secretarial Standards.

The Company is not engaged in manufacturing of goods and hence Company does not conserve energy. Company has neither adopted any Technology nor has spent amount for adoption of Technology during the year. There is no amount of Foreign Exchange inflow or outflow during the year and hence no disclosures have been made in this regard.

The provisions related to the Risk Management Committee as stated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. The Audit Committee oversight the framework to identify, evaluate, mitigate and monitor the risk management, financial risk and controls in the Company.

The Board of Directors monitor the above mentioned or any other unforeseen / unexpected risks and ensure the smooth and clinical implementation of mitigation measures as are in the best interest of the company under the circumstances.

As required under Companies Act and SEBI (LODR) Regulations, the Company has put in place Vigil Mechanism / Whistle Blower Policy for Directors and Employees so that the Directors and employees can report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct Policy and SEBI Insider Trading Regulations. Whistle Blower Policy is disclosed on the website: https://terasoftware.com/uploads/VIGIL- BLOWER-POLICY.pdf

Your Company has adopted a Code of Conduct ("PIT Code") to regulate, monitor and report trading in your Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI").

The PIT Code covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on your Company's website and link https://terasoftware.com/investors/code-of-practices-and-procedures-for-fair-disclosure-of- upsi

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Hence no further disclosure made under Rule 8(5) of Companies (Accounts) Rules 2014.

There are no significant and material orders passed by the regulators/court that would impact the going concern status of the company and its future operations.

The Auditors have not reported any Fraud under the provisions of Section 143(12) of Companies Act 2013.

During the year under review, there were no application made or proceeding pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

During the year under review, there has been no one-time settlement of loans taken from banks and financial institution.

Declaration Certificate that the Members of the Board of Directors and senior management personnel have affirmed compliance with the code of conduct of Board of Directors and Senior Management is attached to the Board Report as Annexure - H.

In accordance with the applicable provisions of Companies Act, 2013, LODR Regulations and as per SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/ 2022/8, dated January 25, 2022, the Company opened a ‘Suspense Escrow Demat Account' to credit the securities to the Suspense Escrow Demat Account of the Company, in case the securities holder/claimant fails to submit the demat request within the specified period.

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority.

During the period under review, the Company does not have any unclaimed Dividend or Unclaimed Shares.

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behaviour. During the financial year ended March 31, 2025, there were no complaints recorded pertaining to sexual harassment.

The Board confirms that the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including those relating to maternity leaves facilities. The Company remains committed to ensuring a safe, inclusive, and supportive working environment for all women employees.

In accordance with the Listing Regulations, the Company has received a certificate from M/s RPR & Associates, Practicing Company Secretaries, confirming that none of the Directors on the Board of the Company has been disqualified from acting as a Director for the year ended March 31, 2025. The said certificate is annexed as Annexure - I".

The Compliance Certificate from the Auditors on compliance with the conditions of Corporate Governance, as stipulated in Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year ended March 31, 2025, is annexed as Annexure - J.

The Compliance Certificate signed by the CEO and CFO for the financial year ended March 31, 2025, pursuant to Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as Annexure - K.

The Directors place on record their sincere thanks to the Bankers, Business associates, consultants, customers, employees for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.