On 16 May 2025, Tera Software Limited, a Hyderabad-based IT solutions company, held a significant Board meeting at its Registered Office in Jubilee Hills. The meeting saw the approval of several critical decisions that are poised to impact the company’s governance, audit processes, and business expansion strategy. This article provides an in-depth overview of the Board meeting outcomes and what they mean for the company’s future.

Audited Financial Results Approval

One of the key highlights of the meeting was the approval of the audited financial results for the quarter and financial year ended 31 March 2025. These results include both standalone and consolidated accounts, accompanied by independent auditors’ reports. Importantly, the statutory auditors, M/s Narven Associates, Chartered Accountants, Hyderabad, issued an audit report with an unmodified opinion, which means the financial statements fairly present the company’s financial position and performance according to accounting standards.

This audit approval reflects the company’s commitment to transparency and compliance with regulatory standards under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The positive audit report is a strong indicator of financial health and good governance, which investors and stakeholders closely watch.

Appointment of Auditors for FY 2025-26 and Beyond

In addition to approving financial results, the Board took important steps to strengthen internal controls and governance by:

• Re-appointing M/s Darapaneni & Company, Chartered Accountants, Hyderabad as the Internal Auditors for the financial year 2025-26. Internal audits are essential for continuous monitoring and improvement of internal controls, risk management, and operational efficiency.

• Approving the appointment of M/s RPR & Associates, Company Secretaries, Hyderabad, as Secretarial Auditors for five consecutive financial years from 2025-26 to 2029-30. This appointment is subject to shareholder approval at the forthcoming Annual General Meeting. Secretarial audit ensures compliance with company law, SEBI regulations, and other corporate governance requirements.

The emphasis on auditor appointments highlights Tera Software’s ongoing efforts to maintain high standards of corporate governance and regulatory adherence.

Board Committee Changes

The Board also decided to dissolve the Borrowing Committee and constitute a Management Committee. This change is aimed at streamlining decision-making processes and enhancing the management’s ability to respond quickly to operational and strategic matters. The formation of a Management Committee can help improve governance efficiency by delegating appropriate responsibilities to a focused group of executives and directors.

Acquisition of Subsidiary Company

One of the most notable strategic decisions made was the approval for the acquisition of 100% shares of TS Innovations Private Limited, a subsidiary company. Tera Software Limited will acquire the remaining 26% equity stake, making TS Innovations a wholly owned subsidiary. The acquisition will be completed through a cash consideration of Rs. 26,000 for 2600 equity shares of Rs. 10 face value each.

TS Innovations operates in the same Information Technology sector as Tera Software, and this acquisition aligns with the company’s growth and expansion plans. With new BSNL projects awarded, TS Innovations is expected to start business operations soon. The acquisition does not require any regulatory approvals and is anticipated to close in the second quarter of FY 2025-26.

The move to consolidate the subsidiary reflects Tera Software’s strategy to strengthen its business portfolio and streamline operations under a single corporate umbrella.

Summary of Key Business Impacts

• The audited results with unmodified opinion strengthen stakeholder confidence and set a solid financial foundation.

• Appointment of experienced internal and secretarial auditors will enhance compliance, governance, and risk management frameworks.

• The management committee formation is expected to improve operational efficiency and faster decision-making.

• The subsidiary acquisition is a strategic step toward business growth and leveraging new project opportunities

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