Shareholders meeting

ffiffiffiffi TERA SOFTWARE LIMITED ,:..:.am lLffff-ir' ffi *- Regd. Office : # 8-2-2931821 N 1107, Road Number 55, Jubilee Hills, Hyderabad,Telangana 500033. Fffi Tel :+91-40-23547447 Mffi E-mail : info@terasoftware.in www.terasoftware.com TERA SOFT Redefini ng lT Solutions September 07,2026 BSE Limited Nationat Stock Exchange of tndia Limited Phiroze Jeejee bhoy Towers Exchange Plaza,C-1, Btock G, Dalat Street, Fort, Mumbai-400001 Banda Kurta Complex, Bandra (East), Mumbai-400051 Scrip Code:533982 SymboL TERASOFT DearSir/Madam, Sub: Notice of the 32nd Annuat General Meeting, Annual Report for the Financiat Yea r 2025-26 and lntimation regarding E-Voting Facitity Pursuant to Regutations 30 and 34 of the securities and Exchange Board of lndia (Listing obtigations and DiscLosure Requirements) Regutations,2015 ("SEBI Listing Regutations"), we hereby submit the Notice of the 32nd Annuat GeneraI Meeting ('AGM") of the Members of the Company, scheduted to be hetd on Tuesday, September 2g,2026, at 03:00 P.M. (lST) at the Registered Office of the Company situated at MCH No. 8-2-293182tN1107, ptot No. 1107, Road No. 55, Jubilee Hitts, Hyderabad - 500 033, Tetangana, lndia, atong with the Annuat Report of the Company for the financiat year 2025-26. Kindty note that the Record Date for determining the etigibitity of Members for payment of dividend, if dectared at the AGM, has been fixed as Tuesday, September 22,2026. ln comptiance with the appticabte provisions of the Companies Act,2013, the SEBI Listing Regutations and the relevant circutars issued thereundel the Notice of the AGM and the Annual. Report for the financiatyear 2025-26 are being sent etectronicatly to those Members whose e-mait addresses are registered with the Company/Registrar and Share Transfer Agent ("RTA') or their respective Depository Participants. The Notice of the AGM and the Annuat Report are atso avaitabte on the Company's website at https://terasoftware.com/annuatreports. Further, in compliance with Regutation 36(1)(b) of the SEBI Listing Regutations, a letter containing the web-tink, inctudingthe exact path, for accessingthe Annuat Reportforthe financialyear 2025-26 is being senttothose Members whose e-mail addresses are not registered with the Company/RTA/Depository Participants. Further, pursuant to the provisions of Section 108 of the Companies Act,2013, read with Rute 20 of the Companies (Management and Administration) Rutes, 2014, and Regutation 44 of the SEBI Listing Regutations, the Company is providing its Members with the facitity !o cast their votes etectronicatty through remote e-voting prior to the AGM and e-voting during the AGM on all the resotutions set out in the Notice of the 32nd AGM. The facitity for remote e-voting shatt be avaitabte to those Members hotding shares either in physicat form or in demateriatised form as on the cut-off date, i.e., Tuesday, September 22,2026. The remote e-voting period shatt commence on Satuiday, September 26,2}26,at g:OO A.M. (lST) and shatt end on Monday, September 2g,2026, at 5:00 P.M. (lST). Detaited instructions regarding, inter atia, remote e-voting prior to the AGM and e-voting during the AGM are provided in the Notice of the 32nd AGM. This is foryour information and records. Thanking you, Yours faithfutty, For TEtR.A. )SO'[FaTW_AR_E L-IMITED CH. MALLIKARJUNA Company Secretary & Comptiance Officer Membership No.: A47545 GST : 36AABGT1332L1ZF I PAN: AABCT1332L I CIN : L72200TG1994PLC01839'l INDEX Page Corporate Overview 2 Board and Committees 4 Company Information 6 Notice 7 Board’ Report 17 Form AOC-1 - Statement of Subsidiaries (Annexure-A) 28 Corporate Governance Report (Annexure-B) 29 Management Discussion and Analysis Report (Annexure-C) 44 Report on Corporate Social Responsibility (Annexure-D) 49 Secretarial Audit Report (Form MR-3) and ASC Report (Annexure-E) 51 Statement Under Section 197 - Remunerations (Annexure-F) 57 Form AOC-2 - Contracts entered with Related Parties (Annexure-G) 58 Declaration by MD–affirmation for Code of Conduct (Annexure-H) 59 Certificate of Non-disqualification of Directors (Annexure-I) 59 Auditor’s Certificate on Corporate Governance (Annexure-J) 60 CEO and CFO Certification (Annexure-K) 61 Independent Auditors’ Report on Standalone Financial Statements 62 Standalone Balance Sheet 71 Standalone Statement of Profit and Loss 72 Standalone Cash Flow Statement 73 Notes to Standalone Financial Statements 75 & 91 Standalone Significant Accounting Policies 83 Independent Auditors’ Report on Consolidated Financial Statements 102 Consolidated Balance Sheet 107 Consolidated Statement of Profit and Loss 108 Consolidated Cash Flow Statement 109 Notes to Consolidated Financial Statements 111 & 127 Consolidated Significant Accounting Policies 118 CORPORATE OVERVIEW About Tera Software Limited (TSL) Tera Software Limited (TSL), incorporated in 1994 and headquartered in Hyderabad, Telangana, is one of India’s pioneering companies dedicated exclusively to e-Governance and Information Technology-enabled solutions. Over the past three decades, the Company has played a significant role in supporting the digital transformation initiatives of various Central and State Governments by delivering technology-driven solutions that enhance transparency, accountability, operational efficiency, and citizen-centric governance. With operations across 22 States in India, TSL has established itself as a trusted technology partner for Government Departments, Public Sector Undertakings, and other public institutions. The Company has successfully executed large- scale projects in diverse domains including Sales Tax/GST, Public Distribution System, Land Registration, Road Transport, Aadhaar, National Population Register (NPR), Electricity Billing, Smart Metering, Smart Cities, FiberNet Infrastructure, and IT Infrastructure Management. TSL continues to maintain its unique position as a pure-play Indian e-Governance company, offering comprehensive end-to-end solutions encompassing project conceptualization, design, development, implementation, system integration, operations & maintenance, and facility management services. Geographical Presence The Company has an extensive operational footprint across several States, including Maharashtra, Karnataka, Jharkhand, Kerala, West Bengal, Delhi (NCT), Gujarat, Himachal Pradesh, Rajasthan, Goa, Nagaland, Puducherry, Madhya Pradesh, Uttar Pradesh, Assam, Andhra Pradesh and Odisha, enabling it to deliver technology solutions across diverse geographical and administrative environments. Service Portfolio The Company's diversified portfolio of technology-enabled services includes: • Public Distribution System (Ration Cards) • Sales Tax Automation (e-Challans) • Registration and Digitization of Land Records • Road Transport & Vehicle Registration Systems • Total Revenue Management & Spot Billing Solutions • FiberNet Infrastructure Development • Modern Record Room Solutions • Aadhaar Enrolment & National Population Register (NPR) • IT Infrastructure & Facility Management Services for Government Departments • Smart Metering Solutions • Smart Cities Mission Projects • BharatNet Integration and Operation Major Ongoing Projects & Key Business Highlights: Odisha BharatNet Phase-II Project (`496.08 Crore): Completed the survey, design, supply, installation, integration, testing and commissioning of the Optical Fibre Cable (Aerial) GPON Network covering approximately 20,427 kilometres across 3,065 Gram Panchayats in the State of Odisha. The project also includes Comprehensive Annual Maintenance Contract (AMC) for a period of five years commencing from 2022. Davanagere Smart City Project, Karnataka (`74.84 Crore) Implementation of integrated Smart City ICT solutions including Integrated Command & Control Centre (ICCC), Secondary Control Centre, City Surveillance System, Integrated Traffic Management System (ITMS), Variable Message Sign Boards, Public Address Systems, Environmental Sensors and E-Learning [Showing first 8,000 characters — download PDF for full document]