TERASOFT - Tera Software
📢 Recent Corporate Announcements
Tera Software Limited has informed the exchanges that the High Court of Andhra Pradesh has disposed of its writ petition filed against a GST demand order. The demand, totaling approximately ₹12.05 crores, includes tax, interest, and penalties related to alleged Input Tax Credit (ITC) discrepancies and output tax under-declarations between July 2017 and August 2019. While the petition was disposed of without costs, the company is currently awaiting the certified copy of the order to understand the specific implications. Management has stated that they do not expect a material impact on the company's financial or operational activities at this stage.
- High Court of Andhra Pradesh disposed of Writ Petition WP/0006870/2026 without costs.
- The underlying GST demand order (DRC-07) amounts to ₹12,04,76,230 including tax, interest, and penalties.
- Dispute involves alleged discrepancies in GSTR-3B vs GSTR-1 and excess ITC claims for the period July 2017 to August 2019.
- Company is awaiting the formal certified copy of the court order for further legal assessment.
- Management claims no material impact on financial or operational activities as of the current disclosure.
Tera Software Limited has issued a Postal Ballot notice to seek shareholder approval for the appointment of Mr. Veera Brahma Rao Arekapudi as an Independent Director. The proposed appointment is for a five-year term effective from February 10, 2026, through February 9, 2031. Shareholders can cast their votes via remote e-voting between February 24 and March 25, 2026. The final results of the voting process will be declared on or before March 27, 2026.
- Appointment of Mr. Veera Brahma Rao Arekapudi as Independent Director for a 5-year term starting Feb 10, 2026.
- Remote e-voting period starts on February 24, 2026, and ends on March 25, 2026.
- The cut-off date for determining voting eligibility is February 20, 2026.
- Voting results to be declared by March 27, 2026, following scrutiny by RPR & Associates.
Tera Software Limited has officially fixed February 20, 2026, as the record date for its upcoming postal ballot. This date serves to identify shareholders who are eligible to participate in the remote e-voting process. The decision follows a board meeting held on February 10, 2026, where the authorization for the postal ballot was granted. Investors should await the detailed postal ballot notice to understand the specific corporate resolutions being put to a vote.
- Record date for Postal Ballot eligibility fixed for February 20, 2026
- Board of Directors authorized the action in a meeting held on February 10, 2026
- Voting to be conducted via remote e-voting as per SEBI (LODR) Regulations
- Compliance maintained under Regulation 42 of the SEBI Listing Obligations
Tera Software Limited has announced a transition in its Board of Directors following a meeting on February 10, 2026. The company appointed Sri. Veera Brahma Rao Arekapudi as an Additional Independent Director, bringing over 30 years of experience in the banking and financial sectors. This appointment coincides with the cessation of Sri. Divakar Atluri as an Independent Director on February 11, 2026, due to the completion of his tenure. The company will seek shareholder approval for the new appointment via a postal ballot.
- Appointment of Sri. Veera Brahma Rao Arekapudi as Additional Independent Director effective February 10, 2026
- Cessation of Sri. Divakar Atluri as Independent Director effective February 11, 2026, upon tenure completion
- New director brings over 30 years of experience in banking, finance, and corporate governance
- Shareholder approval for the appointment to be sought through a Postal Ballot process
Tera Software's board met on February 10, 2026, to approve the un-audited standalone and consolidated financial results for the quarter ended December 31, 2025. The company announced the appointment of Mr. Veera Brahma Rao Arekapudi, a veteran with over 30 years of experience in banking and finance, as an Additional Independent Director. This move follows the retirement of Mr. Divakar Atluri upon the completion of his tenure. Consequently, the board has reconstituted five key committees, including the Audit and CSR committees, to integrate the new leadership.
- Approved un-audited standalone and consolidated financial results for the quarter ended December 31, 2025.
- Appointed Mr. Veera Brahma Rao Arekapudi as an Additional Independent Director effective February 10, 2026.
- Mr. Divakar Atluri ceased to be an Independent Director on February 11, 2026, following the completion of his tenure.
- Reconstituted five board committees: Audit, CSR, Stakeholders Relationship, Management, and Debtors Review.
- Fixed February 20, 2026, as the record date for the Postal Ballot to seek shareholder approval for the new director appointment.
Tera Software's board met on February 10, 2026, to approve the financial results for the quarter ended December 31, 2025. The company announced the appointment of Mr. Veera Brahma Rao Arekapudi, a banking veteran with over 30 years of experience, as an Independent Director. Simultaneously, Mr. Divakar Atluri stepped down following the completion of his tenure. The board also reconstituted several key committees, including the Audit and CSR committees, to reflect these leadership changes.
- Approved un-audited standalone and consolidated financial results for the quarter ended December 31, 2025
- Appointed Sri. Veera Brahma Rao Arekapudi as an Additional Independent Director effective February 10, 2026
- Noted the cessation of Sri. Divakar Atluri as Independent Director on February 11, 2026, due to tenure completion
- Reconstituted five board committees including Audit, CSR, and Debtors Review committees
- Fixed February 20, 2026, as the record date for the Postal Ballot to seek shareholder approval for the new director
Tera Software Limited has provided a formal clarification to the National Stock Exchange regarding its financial results for the quarter ended September 30, 2025. The company explained that its only subsidiary, M/s TS Innovations Private Limited, had no business operations, income, or expenses during the period. Consequently, the standalone and consolidated financial figures are identical. This response addresses the exchange's query regarding potential discrepancies in reporting under SEBI Regulation 33.
- NSE sought clarification on the company's financial results for the quarter ended September 30, 2025.
- Subsidiary M/s TS Innovations Private Limited reported zero business activity and zero financial impact.
- Standalone and consolidated financial results for Q2 FY26 remain identical due to subsidiary inactivity.
- The clarification confirms compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Tera Software Limited has filed its quarterly compliance certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018. The certificate, provided by KFIN Technologies Limited, confirms that the details of securities dematerialized or rematerialized during the quarter ended December 31, 2025, have been correctly reported. This is a mandatory procedural filing to ensure the integrity of shareholding records with NSDL and CDSL. The announcement indicates the company is maintaining standard regulatory compliance for its listed securities.
- Compliance certificate submitted for the quarter ended December 31, 2025.
- Issued by KFIN Technologies Limited, the company's Registrar and Share Transfer Agent (RTA).
- Confirms adherence to SEBI (Depositories and Participants) Regulations, 2018.
- Verification completed for both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
Tera Software Limited has informed the exchanges that its trading window for dealing in company securities will be closed starting January 1, 2026. This closure is in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, ahead of the release of un-audited financial results for the quarter ended December 31, 2025. The window will remain closed for all designated persons until 48 hours after the financial results are declared. The specific date for the board meeting to approve these results is yet to be announced.
- Trading window closure effective from January 1, 2026.
- Closure is related to the un-audited standalone and consolidated financial results for Q3 FY2025-26.
- Applies to all Directors, Officers, and Designated Persons of the company.
- Window will reopen 48 hours after the official declaration of financial results.
- Compliance filing under SEBI (Prohibition of Insider Trading) Regulations, 2015.
Financial Performance
Revenue Growth by Segment
For the half-year ended September 30, 2025, the Technical Division contributed INR 66.98 Cr, the Integrated Solutions Division contributed INR 37.19 Cr, and the Projects Division contributed INR 29.84 Cr. Total revenue for FY24 was INR 87.76 Cr, representing a 34.40% decline from the previous year due to election-related tender delays.
Geographic Revenue Split
Not disclosed in available documents; however, operations are heavily concentrated in Indian government projects such as BharatNet and APSFL.
Profitability Margins
The Net Profit ratio improved to 9% in FY25 from 5% in FY24, an 88.64% increase. The Operating Profit Margin ratio rose to 9% from 7%, a 38.64% improvement, driven by a rise in revenue from operations and a notable reduction in expenditure.
EBITDA Margin
EBITDA margin improved to 7.82% in FY24 and further to 11.26% in 1H FY25. The company expects a stabilized EBITDA margin of 10.00% for the full FY25 as it scales manpower and materials for new project executions.
Capital Expenditure
Not disclosed in absolute INR Cr for future periods, but the company is currently investing in enhanced manpower and materials to execute its INR 2,521.54 Cr order book.
Credit Rating & Borrowing
Infomerics assigned a rating of IVR BBB-/Stable for bank facilities including a INR 50.00 Cr Cash Credit limit. The Debt-Equity ratio improved by 45.29% (from 0.30 to 0.16) due to the repayment of long-term borrowings and clearing of cash credit.
Operational Drivers
Raw Materials
Specific raw material names are not listed, but 'materials for projects' and 'technical manpower' are the primary cost drivers for the Integrated Solutions and Projects divisions.
Capacity Expansion
Current capacity is defined by a strong order book of INR 2,521.54 Cr, which is 29.85x the FY24 revenue. Expansion is focused on executing BharatNet Phase-III and smart metering projects.
Raw Material Costs
Not disclosed as a specific percentage of revenue, but the company noted a 'notable reduction in expenditure' during FY25 which contributed to an 88.64% increase in the net profit ratio.
Manufacturing Efficiency
Not applicable as a manufacturing metric, but the Interest Coverage Ratio stood at 3.99x in FY25, and the Return on Equity (ROE) improved by 120.81% (from 0.03 to 0.08) due to increased operational efficiency.
Strategic Growth
Expected Growth Rate
140%
Growth Strategy
Growth will be achieved through the execution of the INR 2,521.54 Cr order book, specifically targeting BharatNet Phase-III projects, expansion into smart metering, smart city expansion, and IT infrastructure management solutions.
Products & Services
Integrated IT solutions, technical services, project management for BharatNet, spot billing services, and IT infrastructure management.
Brand Portfolio
TERASOFT
New Products/Services
Entry into smart metering and smart city projects is expected to drive future revenue, though specific contribution percentages are not disclosed.
Market Expansion
Expansion is focused on large-scale digital transformation initiatives within India, specifically targeting public sector digital infrastructure.
External Factors
Industry Trends
The industry is shifting toward large-scale digital infrastructure (BharatNet) and smart utility management. TSL is positioned to capture this through its massive 29.85x revenue-to-order-book ratio.
Competitive Landscape
Faces increasing competition from large IT players and global firms in the government digital services space.
Competitive Moat
The moat is built on extensive promoter experience and a massive order book of INR 2,521.54 Cr, providing revenue visibility for several years, though it is constrained by high working capital needs.
Macro Economic Sensitivity
Highly sensitive to government budgetary constraints and public sector spending cycles.
Consumer Behavior
Not applicable as the primary customers are government and public sector enterprises.
Geopolitical Risks
Minimal direct geopolitical risk as operations are domestic, but sensitive to national regulatory and policy changes.
Regulatory & Governance
Industry Regulations
Compliant with Indian Accounting Standards (Ind AS) and SEBI (LODR) Regulations. Operations are subject to government tender regulations and BharatNet project standards.
Taxation Policy Impact
Not disclosed as a specific percentage, but the company accounts for deferred tax assets (INR 1.97 Cr as of Sept 2025).
Legal Contingencies
The company faces significant contingent liabilities of INR 103.00 Cr as of the end of FY24. It also dealt with a INR 33 Cr write-off of disputed receivables from APSFL where no writ petition was filed.
Risk Analysis
Key Uncertainties
The primary uncertainty is the crystallization of INR 103.00 Cr in contingent liabilities and the recovery of disputed receivables, which could impact cash accruals.
Geographic Concentration Risk
High concentration in India, specifically in states implementing BharatNet and smart city projects.
Third Party Dependencies
High dependency on government nodal agencies for project approvals and payments.
Technology Obsolescence Risk
Medium risk; requires continuous investment in IT infrastructure and manpower to stay competitive against global firms.
Credit & Counterparty Risk
High risk due to long receivable cycles in government contracts and history of disputed debtors (INR 33 Cr write-off).