We have audited the accompanying standalone financial statements of TERA SOFTWARE LIMITED (the “Company”), which
comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income),
the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and a summary of significant
accounting policies and other explanatory information (hereinafter referred to as the “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements gives the information required by the Companies Act, 2013 (the “Act”) in the manner so required and gives a true and
fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, (“INDAS”) and other accounting principles generally accepted in India,
of the state of affairs of the group as at March 31, 2025 and its profit, total comprehensive income, changes in equity and its
cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (“SA” s) specified
under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the
Auditor’s Responsibilities for the Audit of the standalone Financial Statement section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with
the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Act and
the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our
audit opinion on the Standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone
financial statements for the current period. These matters were addressed in the context of our audit of the Standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters to be communicated in our report.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors are responsible for the preparation of other information. The other information comprises
the information included in the Management Discussion and Analysis Board’s Report including Annexures to Board’s Report,
Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the financial
statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the Standalone financial statements or with our
knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

Management’s Responsibilities for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair view of the financial position, financial performance, including
other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of
the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud
or error.

In preparing the standalone financial statements, Management and Board of Directors are responsible for assessing the Company’s
ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern
basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis
of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for
expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Management and Board of Directors.

• Conclude on the appropriateness of managements and Board of Directors use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. Standalone Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure, and content of the Standalone financial statements, including the disclosures,
and whether the Standalone financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because head verse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India
in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure “A”, a statement on
the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section143(3) of the Act, we report that:

A. We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.

B. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.

C. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of
Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of
account and returns.

D. In our opinion, the aforesaid standalone financial statements comply with the IndAS Specified under Section133
of the Act read with rule 7 of the Companies (Accounts) Rules, 2014;

E. There are no adverse observations or comments of the auditors on financial transactions or matters which have
any adverse effect on the functioning of the company.

F. On the basis of the written representations received from the directors as on March 31, 2025 taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed
as a director in terms of Section164(2) of the Act.

G. With respect to the adequacy of the internal financial controls with reference to the financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B.” Our
report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal
financial controls with reference to the financial statements.

H. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and

according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations on its financial position in its Standalone
financial statements as at 31st March 2025.

b. The Group has not made provision, as required under the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term contracts including derivative contracts.

c. There were no amounts required to be transferred to the Investor Education and Protection Fund by the
Company.

d. The management has represented that, to the best of its knowledge and belief, that

i. No funds (which are material either individually or in the aggregate) have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources or kind of funds) by
the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any manner what so ever
by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

ii. No funds (which are material either individually or in the aggregate) have been received by the
Company from any person or entity(ies), including foreign entities (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly
or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

iii. Based on audit procedures carried out by us, that we have considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us believe that the representations
under sub-clause (i) and (ii) contain any material misstatement.

e. In our opinion and according to the information and explanations given to us, the company has not
declared any dividend during the year.

f. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1
April 2023;

The Company, in respect of financial year commencing on or after the 1st April, 2024, has used Tally
Prime Accounting software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility and the same has been operated throughout the year for all transactions recorded in the
software and the audit trail feature has not been tampered with and the audit trail has been preserved by
the company as per the statutory requirements for record retention.

3. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section
197(16) of the Act, as amended, in respect of whether the remuneration paid by the Company to its directors during the
year is in accordance with the provisions of section 197 of the Act

For Narven Associates

Chartered Accountants

FRN : 0005905S

CA. G.V. RAMANA

Partner

Place : Hyderabad Membership No: 025995

Date: 16.05.2025 UDIN: 25025995BMIJSS6487