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Athena Global Technologies Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors are pleased to present the 33rd Annual Report of your company together with the audited financial statements
(standalone and consolidated) of the company for the financial year ended 31.03.2025.

1. FINANCIAL HIGHLIGHTS:

Financial results for the year under review and as well as previous year are as follows.

(Rupees in Lakhs

Particulars	Standalone		Consolidated
	Year Ended 31.3.2025	Year Ended 31.3.2024	Year Ended 31.3.2025	Year Ended 31.3.2024
Revenue from Operations	1217.80	970.95	1562.44	1,377.61
Other income	247.79	23,884.27	66.18	23,657.23
Total Income	1465.60	24,855.21	1628.63	25,034.84
Total Expenditure	2788.70	3,413.33	3551.27	4,452.87
Profit Before Tax (PBT)	(1323.10)	21,441.89	(1922.64)	20,581.97
Exceptional item	-	-	-	-
Tax Expense:
a. current Tax		-		-
b. Deferred Tax	(88.88)	(67.94)	(91.78)	(71.87)
Profit After Tax (PAT)	(1411.98)	21,373.94	(2014.42)	20510.10

2. STATE OF COMPANY''S AFFAIR:

A comparative analysis at Consolidated Level and at Standalone Level, year on year basis is hereunder:

At consolidated level, we have a total income of Rs. 1628.63 lacs for the FY 2024-25 as against Rs. 25034.84 lacs for the FY 2023-24.
Similarly, we recorded a Loss of Rs. 2014.42 lacs for the FY 2024-25 as against a profit of Rs. 20510.10 lacs for the FY 2023-24.

At Standalone level, we have a total income of Rs. 1465.60 lacs for the FY 2024-25 as against Rs. 24855.21 lacs for the FY 2023-24.
Similarly, we recorded a Loss of Rs. 1411.98 lacs for the FY 2024-25 as against a profit of Rs. 21,373.94 lacs for the FY 2023-24.

3. DIVIDEND:

Due to inadequacy of profit, the directors of your Company do not recommend any dividend for the financial year 2024-2025.

4. TRANSFER TO RESERVES:

The Company did not transfer any amount to the Reserves for the Financial Year ended March 31,2025.

5. SHARE CAPITAL:

The Share Capital of the Company as on March 31,2025, stands as follows

Sl. No. Particulars	(Amt. in Rs.)
1. Authorised Share Capital:
1,60,00,000 equity shares of Rs. 10/- each	Rs. 16,00,00,000
2 Issued, Subscribed & Paid-up Capital:
1,40,50,000 Equity Shares of Rs. 10/- each	Rs. 14,05,00,000

Note: Details of Employee Stock Options

The Company has introduced the Athena Global Employees Stock Option Scheme- 2019â .

The objective of the Scheme is to motivate the Employees to contribute to the growth and profitability of the Company, retain the
Employees and reduce the attrition rate of the Company, achieve sustained growth and the creation of Shareholder value by
aligning the interests of the Employees with the long-term interests of the company, create a sense of ownership and
participation amongst the Employees to share the value they create for the Company in the years to come and provide additional
deferred rewards to Employees.

The Scheme would result in grant of options not exceeding 5,00,000 equity shares of the Company. Each option, when
exercised, would be converted into one equity share of Rs. 60/- each (Rupees Sixty Only) fully paid up. The quantum of benefits
underlying the stock options issued to an eligible employee shall depend upon the number of stock options held by the
employee and the market price of the equity shares as on the date of sale.

During the year under review, on 30^th May 2024, the Company had granted 66,350 (Sixty-Six Thousand Three Hundred and
Fifty) stock options to its employees Athena Global Employees Stock Option Scheme- 2019â after taking necessary approvals.

Following are the particulars of ESOP required to be disclosed as per Rule 12(9) of Companies (Share Capital and Debentures)
Rules, 2014: -

Details required to be disclosed	Particulars
Description of the scheme	Athena Global Employee Stock Option Scheme-2019
Date of shareholders'' approval	30-09-2019
Total options approved	5,00,000 Options
Options Granted during the year	66,350
Option Vested during the year	37,838
Option Exercised during the year	11,588
Option Lapsed during the year	1,250
The exercise price	Rs.60/-
The total number of shares arising as a result of exercise of option	11,588
Money realized by exercise of options	6,95,280

Employee wise Details of Options Granted to (During FY 2024-25)

i) To Key Managerial Personnel- Granted 1082 equity shares to Mr. Julakanti Venkata Ramakrishna, CFO of the company.

ii) Any other employee who receives a grant of options in anyone year of the Option amounting to 5% or more of Options
granted during the year.-NA

iii) Identified employees who were granted Option, during any one year, equal to or exceeding 1% of the issued capital
(excluding warrants and conversions) of the Company at the time of grant-NA

Further after closure of the Financial Year 2024-25, on 01.08.2025 the Company has allotted 11,588 options to the employees.

Further, information pursuant to Section 62 of the Companies Act, 2013 read with Rules made there under and details of the
Scheme as specified in Part F of Schedule - I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are
available on Company''s website and may be accessed atwww.athenagt.com

Further, it is confirmed that the Scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, and during the year under review there were no material changes in the Scheme.

Certificate from Mr. P S Rao and Associates, Practicing Company Secretary, Secretarial Auditors of your Company confirming
that the scheme has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, forms part of the Corporate Governance Report and is also placed on the website of your Company
www.athenagt.com

6. MATERIAL CHANGES AND COMMITMENTS

Save as and except as discussed and stated in this Report, there are no material changes and commitments affecting the
financial position of your Company that have occurred between the end of the Financial Year 2024-25 and the date of this report.

7. CHANGE IN THE NATURE OF THE BUSINESS :

During the Financial year under Review there is no change in the nature of the Business.

8. FIXED DEPOSITS:

We have neither accepted nor repaid any deposits during the FY ended 31st March 2025. Further, there were no outstanding
deposits as at the beginning of the FY or at any time during the FY 2024-25. Hence, there are no details to be provided pursuant
to Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014.

9. FUTURE OUTLOOK:

As we move forward into FY 2025-2026, Athena Global Technologies remains steadfast in its commitment to innovation,
sustainable growth, and value creation for all stakeholders. The rapid evolution of technology and the increasing global demand
for digital transformation present significant opportunities across our core domains - software development, IT services,
artificial intelligence, cybersecurity, and enterprise solutions. We continue to prioritize talent development through strategic
hiring, up-skilling programs, and partnerships with leading academic and training institutions. Our goal is to build a future-ready
workforce capable of delivering agile and scalable solutions to our global clientele.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or Unclaimed which were required to be transferred to investors Education
and Protection fund (IEPF) under section 125 of Companies Act, 2013, as no dividend has been declared by the Company since
its inception

11. MEETINGS:

During the year under review, Eight board meetings were held. The maximum time gap between any two consecutive meetings
was within the period prescribed under Companies Act, 2013. The details of which are as follows.

S. No Dates of Board Meeting

1	30.05.2024
2	12.08.2024
3	20.08.2024
4	30.08.2024
5	14.11.2024
6	20.11.2024
7	14.02.2025
8	25.02.2025

12. SUBSIDIARIES

The subsidiary companies situated in India and outside India continue to contribute to the business and overall performance of
your Company. As of March 31,2025, your Company has the following subsidiaries:

a. Medley Medical Solutions Private Limited

b. Tutoroot Technologies private Limited

c. Athena Global Technologies (UK) Limited

d. Athena Global Technologies, Inc.

1. PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES

As per Rule 8 of Companies (Accounts) Rules, 2014, a report on the financial performance of the subsidiary companies for the
financial year ended March 31,2025, is summarized below

a. Medley Medical Solutions Private Limited

Medley Medical Solutions Private Limited is the Subsidiary Company of your company incorporated in the State of Telangana
Hyderabad. Operational performance of the Company, in brief is as hereunder:

(Amount in Lakhs)

Particulars	FY- 2024-2025	FY-2023-2024
Revenue from operations	2.71	23.82
Profit for the year (before Interest, Depreciation & Tax)	(295.25)	(374.21)
Less:
Interest	-	-
Depreciation	3.08	3.94
Provision for Taxation
Net Profit	(301.71)	(374.86)

b. Tutoroot Technologies Private Limited

Tutoroot Technologies Private Limited is the Wholly Owned Subsidiary Company of your company incorporated in the State
of Telangana Hyderabad. Operational performance of the Company, in brief is as hereunder.

Particulars	FY- 2024-2025	FY-2023-2024
Revenue from operations	213.07	152.59
Profit for the year (before Interest, Depreciation & Tax)	1.21	32.43
Less:
Interest	-	-
Depreciation	17.52	11.92
Provision for Taxation	-	-
Net Profit	4.38	29.78

c. Athena Global Technologies, Inc. (Amount in Lakhs)

Particulars	FY- 2024-2025	FY-2023-2024
Revenue from operations	785.03	354.02
Profit for the year (before Interest, Depreciation & Tax)	(279.77)	48.53
Less:
Interest	NIL	NIL
Depreciation	NIL	NIL
Provision for Taxation	NIL	NIL
Net Profit	(279.77)	48.53

d. Athena Global Technologies UK- Business is yet to commence

14. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES SUBSIDIARIES

The statement containing the salient features of the financial statement of subsidiaries as per sub-section (3) of Section 129 of
the Act in Form AOC-1 is annexed as Annexure I to this report.

15. Consolidated Financial Statements

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the
Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other
relevant provisions of the Act.

The Consolidated Financial Statements for the financial year ended March 31,2025, form part of the Annual Report.

Further, we undertake that the annual accounts of the subsidiary companies and the related detailed information will be made
available to the shareholders seeking such information at any point of time. Further, the annual accounts of the subsidiary
companies shall also be kept open for inspection by any shareholder at our Registered office and that of the respective
subsidiary Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of your Company, consolidated financial
statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on
the website of your Company at www.athenagt.com.

The policy for determining material subsidiaries is available on the website of your Company which may be accessed at
www.athenagt.com.

16. COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES DURING THE YEAR:

During the year there in no companies become or ceased to be the Subsidiaries, Joint ventures or Associate Companies.

17. CORPORATE SOCIAL RESPONSIBILITY

Since our Company does not fall within any of the parameters specified under the provisions of Section 135 of the Companies
Act, 2013 read with Rules made thereunder, reporting pursuant to Section 134(3) (o) is Not Applicable.

18. LISTING OF EQUITY SHARES:

Your Company''s equity shares are listed on BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai- 400001,
Maharashtra, India. It is traded with the code 517429

Your Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2025-26.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place an Internal Control System, commensurate with the size, scale and complexity of its operations.
During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on
the framework of internal financial controls and compliance systems established and maintained by the Company, the work
performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial
controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board
committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were
adequate and your Company is constantly endeavouring to improve the standards of internal control in various areas and taking
steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

Internal audit is carried on a quarterly basis. Internal auditors work with all levels of management and the report is placed before
the audit committee. The audit committee after reviewing the findings and suggestions directs the respective departments to
implement the same

20. STATUTORY AUDITORS AND AUDITORS REPORT:

M/s. Ramanatham & Rao, Chartered Accountants (FRN: 2934S) appointed as the Statutory Auditors of your Company at the
30th Annual General Meeting held on September 30, 2022, for a period of 5 years shall hold their office till the conclusion of
35th Annual General Meeting. The Statutory Auditors have confirmed their independence and that they are not disqualified from
continuing as Auditors of your Company.

The standalone and the consolidated financial statements of your Company have been prepared in accordance with Ind AS
notified under Section 133 of the Act. The Statutory Auditors'' reports do not contain any qualifications, reservations, adverse
remarks, matters of emphasis or disclaimers.

The Statutory Auditors were present in the last AGM held on September 30, 2024.

21. INTERNAL AUDITORS:

The Board of Directors, based on the recommendations of the Audit Committee has appointed M/s Sarda & Agarwal.,
Chartered Accountants, Hyderabad, as the Internal Auditor of the Company. The Internal Auditor submit their Report on
quarterly basis and the same is placed in the respective Meetings of the Audit Committee and that of the Board of Directors.

22. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act is
not applicable for the business activities carried out by the Company.

23. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company appointed M/s. P S Rao & Associates, Company Secretaries (Peer Review Number:
6678/2025) to undertake the Secretarial Audit of your Company for the FY 2024-25. The Secretarial Audit Report issued by
M/s. FIS. Rao & Associates for the FY 2024-25 is enclosed as Annexure IX to this Report. Further, we would like to clarify that
the said Secretarial Audit Report does not contain any observations or qualifications or reservations or adverse remarks or
disclaimers.

In accordance with the provisions of Regulation 24A of the Listing Regulations, Secretarial Audit of material unlisted Indian
subsidiaries of the Company namely, Tutoroot Technologies Private limited were undertaken by P S Rao & Associates,
Practicing Company Secretaries, Hyderabad and the Secretarial Audit Reports issued by them to the Board of Tutoroot are
provided as ''Annexure âIX(A) to this Report. The Secretarial Audit Reports for this material unlisted Indian subsidiaries do not
contain any qualification, reservation or adverse remark.

Further, in view of the amendments to Regulation 24A of the Listing Regulations, it is proposed to appoint M/s. P S Rao &
Associates, Company Secretaries (Peer Review Number: 6678/2025), as Secretarial Auditor of your Company for a period of 5
(Five) consecutive financial years i.e., from the FY 2025-26 to FY 2029-30 to undertake Secretarial Audit for each of the said
years. Resolution forms part of Notice attached hereto.

24. REPORTING OF FRAUDS

During the year under review, there was no instance of fraud, misappropriation which required the Auditors to report to the Audit
Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

25. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and are operating effectively.
During the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments made during the Financial Year and / or outstanding as on March 31, 2025,
covered under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014,
are provided in the notes to the Financial Statements.

27. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Act your Directors confirm that to the best of their knowledge and belief and according to the
information and explanation obtained by them,

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures;

ii) Such accounting policies as mentioned in the notes to the financial statements have been selected and applied
consistently and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the
state of affairs of your Company at the end of the financial year 2024-25 and of the profit or loss of your Company for that
period;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of your company and for preventing and detecting
fraud and other irregularities;

iv) The annual accounts for the year 2024-25 have been prepared on a going concern basis.

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating
effectively.

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the Act, the Rules prescribed thereunder and the Listing Regulations is implemented
through your Company''s Whistle Blower Policy, to deal with instance of fraud and mismanagement, if any in the Group. The
Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for
direct access to the Chairman of the Audit Committee. The details of the Policy are explained in the Corporate Governance
Report and also posted on the website of your Company and the web link is https://athenagt.com/investor/

The Whistle Blower Policy aims to conduct the affairs in a fair and transparent manner by adopting highest standards of

professionalism, honesty, integrity and ethical behavior. All the employees of your Company are covered under the Whistle
Blower Policy.

29. RISK MANAGEMENT

We have a Risk Management Department in place whose primary role is to identify potential risks, develop compatible Risk
Management Systems and framework or modify the existing ones to make the same adaptable and to mitigate the risk
appropriately.

We have been following the principle of risk minimization vis a vis our business needs and the industry norms. The Department
has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company''s enterprise-wide
risk management framework and (b) overseeing that all the risks that the organization faces such as financial, liquidity,
security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and ensuring that there is
an adequate risk management mechanism in place capable of addressing those risks. Our Risk Management Policy may be
accessed at: https://athenagt.com/investor/

30. RELATED PARTY TRANSACTIONS AND PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the
ordinary course of business. There are no materially significant related party transactions made by your Company with
Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of
your Company at large.

All related party transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus
approval of the Audit Committee is obtained as per the Act and the Listing Regulations for the transactions which are
foreseeable and repetitive in nature.

Your Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such
transactions. Particulars of contracts or arrangements with related parties are provided in Annexure II in Form AOC-2 pursuant

to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 and forms part of this report.

The policy on materiality of Related Party Transactions and dealings in related party transactions, as approved by the Board is
uploaded on the website of your Company and the web link is https://athenagt.com/investor

Disclosures of related party transactions under Regulation 34(3) read with Schedule V of the Listing Regulations

S.No.	In the accounts of	Particulars	Amount at the year ended 31st March, 2025	Maximum amount outstanding during the year 2024-25
1	Athena Global Technologies Limited	(i) Loans and Advances to subsidiaries	2128.14	2533.33
		(ii) Loans and Advances to Joint Ventures / associates	NA	NA
		(iii) Loans and advances to firms/ companies in which Directors are interested	NA	NA
2	Athena Global Technologies Limited	Investment by the Loanee in the shares of parent company / subsidiary company when the company has made a loan or advance	NA	NA

31. PROHIBITION OF INSIDER TRADING:

In compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
(as amended from time to time) and to preserve the confidentiality and prevent misuse of unpublished price sensitive
information, the Company has adopted a Code of Conduct for regulating, monitoring and reporting of trading by Designated
persons and their immediate relatives. This Code also provides for periodical disclosures from the designated Persons and
their immediate Relatives as well as pre-clearance of transactions by such persons as per the thresholds mentioned in the
code

The code is applicable to Designated Persons and their Immediate relatives who are likely or may reasonably be expected to
have access to the unpublished price sensitive information relating to the Company and the same is being implemented as a
self-regulatory mechanism.

32. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition
of its workforce as on the March 31,2025.

Male Employees: 50
Female Employees: 15
Transgender Employees: NIL

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal opportunity for all
individuals, regardless of gender.

33. DETAILS OF EMPLOYEE STOCK OPTIONS:

Share based employee benefits are an effective mode aimed at promoting the culture of employee ownership, creating long
term wealth in their hands which also helps your Company to attract, motivate and retain the employees in the competitive
environment and to reduce the employee retention rate in the organization.

With the said objective, and as already informed, your Company, has adopted a Scheme under the name and style âAthena
Global Employee Stock Option Scheme-2019â (the Scheme) for the benefit of its employees. The said Scheme is in force.

Further, Information pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and details of the
Scheme as specified in Part F of Schedule - I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
are available on Company''s website and may be accessed at https://athenagt.com

It is confirmed that the Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and during the year under review no material changes were made to the Scheme.

Certificate has been obtained from M/s. FIS. Rao & Associates, Company Secretaries, confirming that the Scheme has been
implemented in accordance with the SEBI Regulations and it will be placed at the forthcoming Annual General Meeting of your
Company for inspection by the members.

34. ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Act a copy of Annual Return in the prescribed format i.e., Form MGT-7 will be
available on the website of your Company at the link: https://athenagt.com

35. Management Discussion & Analysis

Pursuant to the provisions of Regulation 34(2) of the Listing Regulations, a report on Management Discussion & Analysis is
herewith annexed as Annexure V to this report.

36. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors as on March 31, 2025 consists of Six (6) directors, three (3) of whom are Independent Directors,
remaining two (2) are Non-Executive Directors and the balance one (1) is a Executive Director.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Avinash
Vashistha (DIN: 01693170), Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers
himself for re-appointment. The Board recommends his re-appointment for the approval of the members.

Moreover, the Directors have devised proper systems and processes for complying with the requirements of applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and
operating effectively.

CHANGE IN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of
knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

Therefore, there is no change in the Directors and Key Managerial Personnel as on 31st March, 2025.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31,2025:

Mr. Satendra Manchala -Managing Director

Mr. Venkata RamaKrishna Julakanti -Chief Financial Officer

Ms. Divya Agrawal* -Company Secretary & Compliance officer

* Resigned w.e.f June 16,2025Company Secretary & Compliance Officer

37. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria
of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of
Regulation 25(8) of the Listing Regulations the Independent Directors have confirmed that they are not aware of any

circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective, independent judgement and without any external influence.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014,
as amended, all the Independent Directors have got their names included in the data bank of Independent Directors maintained
with the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including proficiency)
and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder
and are independent of the Management.

38. COMPOSITION OF BOARD COMMITTEES

The Board has constituted the following committees, in accordance with the provisions of the Act and the Listing Regulations
as applicable, which are in place and are discharging their functions as per terms of reference entrusted by the Board:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

The composition, attendance, powers and role of the Committees are included in the Corporate Governance Report which
forms part of this Annual Report.

39. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND OTHER MATTERS

a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of the Listing Regulations
and pursuant to Section 178 of the Act. The main object of this Committee is to identify persons who are qualified to become
directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and
removal and shall carry out evaluation of every Director''s performance, recommend the remuneration package of both the
Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the
Board. The Committee reviews the remuneration package of the Executive Director(s), makes appropriate recommendations
to the Board and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration
Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Act and the Listing
Regulations which is available on the website of your Company which may be accessed at https://athenagt.com/investor/

The remuneration determined for Executive/Non- Executive Directors is based on the recommendation of the Nomination and
Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are entitled to sitting fees for
attending meetings of the Board and the Committees. The remuneration paid to Directors, Key Managerial Personnel and all
other employees is in accordance with the Remuneration Policy of your Company.

Brief terms of Nomination and Remuneration Committee and other matters provided in Section 178(3) of the Act and
Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this
Report.

b) Familiarization/ Orientation program for Independent Directors:

Formal familiarization programs were conducted about the amendments in the Companies Act, Rules prescribed thereunder,
Listing Regulations and all other applicable laws to your Company and all the directors were also apprised about the business
activities of the Company.

It is the general practice of your Company to notify the changes in all the applicable laws to the Board of Directors, from time to
time. The objective of these programs is to familiarize Independent Directors with the business of your Company, the industry
in which your Company operates, business model, challenges etc. through various means such as interaction with subject
matter experts, meetings with business leads and functional heads on a regular basis

The details of such familiarization programs for Independent Directors are posted on the website of your Company and web
link is https://athenagt.com/investor/

40. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the annual performance evaluation
of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination
and Remuneration Committee and all other Committees.

A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering
various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board,
who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding
the interest of your Company and its minority shareholders etc. The performance evaluation of the Independent Directors was
carried out by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the
Chairman of your Company was evaluated, taking into account the views of the Executive Director and Non-Executive
Directors who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee
reviewed the performance of individual directors on the basis of criteria such as, contribution of the individual director to the
Board and Committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

The Directors expressed their satisfaction with the evaluation process.

41. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required pursuant to Section 197 of the Companies Act, read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is herewith annexed as
Annexure IV to this report.

42. CORPORATE GOVERNANCE

Your Company has been making every endeavor to bring more transparency in the conduct of its business. As per the
requirements of Regulation 34 (3) of the Listing Regulations, a report on Corporate Governance for the year 2024-25 and a
Certificate from M/s. P S Rao & Associates, Company Secretaries are furnished as Annexure VII which forms part of this
Annual Report.

43. POLICY ON SEXUAL HARASSMENT:

Your Company strongly supports the rights of all its employees to work in an environment, free from all forms of harassment.
Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of
sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment,
where Employees feel secure.

Your Company has also constituted an Internal Complaint Committee, known as Anti Sexual Harassment Committee, to
address the concerns and complaints of sexual harassment and to recommend appropriate action.

(a) Number of complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

44. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

Your Company complies with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible
women employees, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity
support such as nursing breaks and flexible return to work options, as applicable. Your company remains committed to
fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in
accordance with applicable laws.

45. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under
Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure III
to this report.

46. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of
your Company and its future operations.

47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application was made or any proceedings were pending under the IBC, 2016 during the year ended on March 31,2025.

48. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

Not Applicable

49. GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless
compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through
electronic mode subject to certain conditions and your Company continues to send Annual Reports and other
communications in electronic mode to the members who have registered their email addresses with your Company/RTA.

50. ACKNOWLEDGMENTS

Your Directors take this opportunity to express their sincere appreciation to the employees, shareholders, customers, bankers
and other business associates for the excellent support and cooperation extended by them.

Your Directors gratefully acknowledge the sustained co- operation and support provided by the Central and State
Governments, Stock Exchange, SEBI, RBI and other Regulatory Bodies.

By Order of the board

ATHENA GLOBAL TECHNOLOGIES LIMITED

Sd/- Sd/-

M. Satyendra M.Sunitha

Chairman & Managing Director Director

Date:'' 01.09.2025 (DIN: 01843557 (DIN:06741426)

Mar 31, 2024

Your Directors are pleased to present the 32nd Annual Report of your company together with the Audited Balance Sheet and Statement of Profit and Loss of the company for the financial year ended 31.03.2024.

1. FINANCIAL HIGHLIGHTS:

Financial results for the year under review and as well as previous year are as follows				(Rupees in Lakhs
Particulars	Standalone		Consolidated
	Year Ended 31.3.2024	Year Ended 31.3.2023	Year Ended 31.3.2024	Year Ended 31.3.2023
Revenue from Operations	970.95	979.68	1,377.61	1,201.54
Other income	23,884.27	174.98	23,657.23	58.25
Total Income	24,855.21	1,154.67	25,034.84	1,259.79
Total Expenditure	3,413.33	2,110.91	4,452.87	3,524.90
Profit Before Tax (PBT)	21,441.89	(956.25)	20,581.97	(2,265.11)
Exceptional item	-	-	-	-
Tax Expense:
a. current Tax		-		-
b. Deferred Tax	(67.94)	(66.10)	(71.87)	(62.59)
Profit After Tax (PAT)	21,373.94	(890.15)	20,510.10	(2,202.52)

2. STATE OF COMPANY''S AFFAIR:

During the financial year under review, your Company has achieved total income of Rs. 24,855.21 lakhs as against the previous year income of Rs. 1,154.67 lakhs and recorded net profit of Rs. 21,373.94 lakhs for financial year 2023-2024 when compared to a net loss of Rs. (890.15) lakhs during the previous year.

During the financial year under review, on a consolidated basis, your Company has achieved total income of Rs. 25,034.84 lakhs as against the previous year income of Rs. 1,259.79 lakhs and recorded net profit of Rs. 20,510.10 lakhs for financial year 2023-2024 when compared to a net loss of Rs. (2,202.52) lakhs during the previous year.

3. DIVIDEND:

Due to inadequacy of profit, the directors of your Company do not recommend any dividend for the financial year 2023-2024.

4. TRANSFER TO RESERVES:

The Company did not transfer any amount to the Reserves for the Financial Year ended March 31,2024.

5. SHARE CAPITAL:

The Company has issued and allotted 6,70,000 Share Warrants of Rs. 10/- at a price of Rs. 59/- (including premium of Rs. 49/-) to Mrs. Sunitha Manchala, which were converted into equal number of Equity Shares on 06.11.2023. As a result of which the issue, subscribed and paid up capital of the Company has been increased from Rs. 13,38,00,000/- to Rs.14,05,00,000/-. The Authorised share capital increased in the previous financial year from Rs. 14,00,00,000/- to 15,00,00,000/-.

The Company has issued 6,50,000 Warrants, Convertible into Equity Shares on Preferential basis to Karthikeya Manchala on 03.01.2024.

6. CHANGE IN THE NATURE OF THE BUSINESS :

During the Financial year under Review there is no change in the nature of the Business.

7. FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as no dividend has been declared by the Company since its inception.

9. MEETINGS:

During the year under review, ten board meetings were held. The maximum time gap between any two consecutive meetings was within the period prescribed under Companies Act, 2013. The details of which are as follows.

S. No	Dates of Board Meeting
1	08.05.2023
2	30.05.2023
3	02.08.2023
4	12.08.2023
5	29.08.2023
6	06.11.2023
7	14.11.2023
8	04.12.2023
9	12.02.2024

10. SUBSIDIARIES

The Company have following Subsidiaries:

a. Medley Medical Solutions Private Limited

b. Tutoroot Technologies private Limited

c. Athena Global Technologies (UK) Limited

d. Athena Global Technologies, Inc.

The Statement containing the salient feature of the financial statement of subsidiaries as per sub-section (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is herewith annexed as ''Annexure I'' to this report.

11. BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, held on 12.02.2024 performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. M Sunitha (DIN: 06741426), retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The term of Mr. M Satyendra (DIN: 01843557), Managing Director expired with effect May 14, 2023. The Board on the recommendation of the Nomination and Remuneration Committee in its meeting held on March 14, 2023 and pursuant to the approval of the shareholders through postal ballot and remote electronic voting dated April 19, 2023, approved the re-appointment Mr. M Satyendra (DIN: 01843557), Managing Director for a period of three years from May 14, 2023 till May 13, 2026.

The Term of Mr. Nukala Ashwanth (DIN : 09719259), Independent Director expires at the ensuing Annual General Meeting and reappointed as an Independent Director of the Company to hold office for a period of One (1) year from the ensuing Annual General Meeting.

Mr. Maddi Venkata Sudarsan (DIN:00988521) was appointed as an Independent Director of the Company to hold office for a period of Two (2) year with effect from 02nd August, 2023.

For Directors seeking appointment/re-appointment in the forth coming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Regulations 17 to 27 and para C, D & E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) 2015, forms part of Corporate Governance Report.

13. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

14. COMPOSITION OF BOARD COMMITTEES

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report the Composition of various Committees of the Board is hereunder:

Audit Committee
Mr. Prudvi Raju Manthena (till 06.05.2023)	Chairman
Mr. Ramesh Babu Nemani (chairman w.e.f. 08.05.2023)	Member
Mr. Avinash Vashistha (till 14.11.2023)	Member
Mr. Nukala Ashwanth	Member
Mr. Maddi Venkata Sudarsan (w.e.f. 14.11.2023)	Member

Nomination and Remuneration Committee
Mr. Prudvi Raju Manthena (till 06.05.2023)	Chairman
Mr. Ramesh Babu Nemani (chairman w.e.f. 08.05.2023)	Member
Mr. Avinash Vashistha (till 14.11.2023)	Member
Mr. Nukala Ashwanth	Member
Mr. Maddi Venkata Sudarsan (w.e.f. 14.11.2023)	Member
Stakeholders Relationship Committee
Mr. Prudvi Raju Manthena (till 06.05.2023)	Chairman
Mr. Ramesh Babu Nemani (chairman w.e.f. 08.05.2023)	Member
Mr. Avinash Vashistha (till 14.11.2023)	Member
Mr. Nukala Ashwanth	Member
Mr. Maddi Venkata Sudarsan (w.e.f. 14.11.2023)	Member

15. POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION, ETC.,

The following policies are attached herewith as part of Corporate Governance as mentioned in "Annexure-IV".

1. Policy for selection of Directors and determining Directors Independence; and evaluation mechanism.

2. Remuneration Policy for Directors, Key managerial Personnel and other employees.

16. POLICY ON SEXUAL HARASSMENT:

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31st March, 2024, the Company has not received any Complaints pertaining to Sexual Harassment.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

18. STATUTORY AUDITORS AND AUDITORS REPORT:

M/s. Ramanatham & Rao, Chartered Accountants (Registration No. 002934S), Hyderabad, were appointed as statutory auditors of the company to hold the office from the conclusion of 30th Annual General Meeting till the conclusion of 35 Annual General Meeting for a period of 5 years, in the Annual General Meeting held on 30th September, 2022. They have confirmed that they are not disqualified to continue as auditors of the Company.

The standalone and the consolidated financial statements of your Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers.-

The Statutory Auditors were present in the last AGM held on 27th September, 2023.

19. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s Sarda & Agarwal., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company on 30th May, 2024. The Internal Auditors are submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014.

20. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act is not applicable for the business activities carried out by the Company.

21 FRAUD REPORTING

During the Financial Year under review the Statutory Auditors of the Company have not reported any incident of fraud to the Board of Directors of the Company

22. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and on the basis of secretarial audit received from the practicing company secretary and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

i. That in preparation of the Annual Accounts for the year ended 31st March, 2024; all the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 at the end of the financial year and of the profit of the Company for the financial year ended 31st March, 2024.

iii. That the Directors have 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.

iv. That the Annual Accounts for the year ended 31st March, 2024, have been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

22. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and as per SEBI (LODR) Regulations, 2015 the Risk management is not applicable to the Company.

23. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility are not applicable to the Company.

24. VIGIL MECHANISM:

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) the Company has framed a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any in the group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the notes to the Financial Statements.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Your company has taken adequate internal control procedures by which the cost of electricity shall be identified with project and the company will provide an incentive for the concerned department which consumes optimum power.

No additional investments for reduction of Energy consumption were taken up during the year under review.

b. Technology absorption: Not Applicable

Foreign Exchange Earnings & Outgo:	2023-24 (Rs. in Lakhs)	2022-23 (Rs. in Lakhs)
Foreign Exchange Earnings	817.70	687.23
Foreign Exchange Outgo	272.75	272.68

28. RELATED PARTY TRANSACTIONS:

Related Party Transactions entered into during the financial year under review are disclosed in Notes forming part of standalone financials under the head Related Party Disclosures (AS - 18). These transactions were at an arm''s length basis and in the ordinary course of business.

During the year under review, transactions were conducted by the Company pursuant to the Agreements entered into with its Related Parties during previous years; the same were on an arm''s length basis and in the ordinary course of business. There were no materially significant Related Party Transactions with the Company''s promoters, directors, management or their relatives which could have had a potential conflict with the interests of the Company. Form AOC-2, containing a note on the aforesaid Related Party Transactions is enclosed herewith as Annexure - II to this report.

The policy on Related Party Transactions, as approved by the Board may be accessed on the Company''s website https://www.athenagt.com/investor.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as Annexure -Ill to this report.

30. CORPORATE GOVERNANCE:

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a compliance report on Corporate Governance for the year 2023-2024 and a Certificate from the Secretarial Auditors of the Company are furnished, which is enclosed as Annexure - IV to this Report.

31. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed M/s P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s P S Rao and Associates, Practicing Company Secretaries for the financial year ending 31st March, 2024 is given in the FORM NO: MR - 3 as Annexure V attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is selfexplanatory and requires no further explanation from the Board.

In accordance with the provisions of Regulation 24A of the Listing Regulations, Secretarial Audit of material unlisted Indian subsidiaries of the Company namely, Medley Medical solutions Private Limited and Tutoroot Technologies Private limited were undertaken by P S Rao & Associates, Practicing Company Secretaries, Hyderabad and the Secretarial Audit Reports issued by them to the Board of Medley and Tutoroot are provided as ''Annexure -V(A) V(B)'' to this Report. The Secretarial Audit Reports for this material unlisted Indian subsidiaries do not contain any qualification, reservation or adverse remark.

32. EXTRACT OF ANNUAL RETURN

As per the requirement under Section 92(3) of the Companies Act, 2013, the draft Annual Return for Financial Year 2023-24 is available on the website of the Company at the link: www.athenagt.com The Annual General Meeting is proposed to be held on 30th September 2024. The Company shall upload a copy of Annual Return for Financial Year 2023-24 as soon it has filed the said Annual Return with Registrar of Companies

33. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as ''Annexure Vl'' to this report and Rule 5 (2) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee of your company is in receipt of remuneration exceeding Rs.8,50,000 per month or Rs. 1,20,00,000 per annum during the Financial Year 2023-2024.

34. LISTING FEE:

Your Company''s shares are presently listed and traded on the BSE Limited; Your Company is regular in paying the listing fee to the BSE Limited.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application was made or any proceedings pending under the IBC, 2016 during the year ended on 31st March, 2024.

36. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

During the financial year under review, no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and the future operations of the Company.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Board Meetings SS-I), General Meetings (SS-II).

39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

40. GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of human Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and your Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with your Company/RTA.

41. ACKNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from The Bankers, Financial Institutions, the stockiest and distributors, Supplier and Customers.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Central and State Government agencies etc for their Support and co-operation. Your Directors express their heartfelt gratitude to the Employees for their exceptional commitment and loyalty to the Company.

Mar 31, 2023

Your Directors are pleased to present the 31st Annual Report of your company together with the Audited Balance Sheet and Statement of Profit and Loss of the company for the financial year ended 31.03.2023.

1. FINANCIAL HIGHLIGHTS:

Financial results for the year under review and as well as previous year are as follows.

Particulars	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended
	31.3.2023	31.3.2022	31.3.2023
Revenue from Operations	979.68	1782.86	1201.54
Other income	174.98	920.19	58.25
Total Income	1154.67	2703.05	1259.79
Total Expenditure	2110.91	2606.96	3524.90
Profit Before Tax (PBT)	(956.25)	96.09	(2265.11)
Exceptional item	-	-	-
Tax Expense:
a. current Tax	-	18.30	-
b. Deferred Tax	(66.10)	(54.75)	(62.59)
Profit After Tax (PAT)	(890.15)	132.54	(2202.52)

2. STATE OF COMPANY''S AFFAIR:

During the financial year under review, your Company has achieved total income of Rs. 1154.67 lakhs as against the previous year income of Rs. 2703.05 lakhs and recorded net loss of Rs. (890.15) lakhs for financial year 2022-2023 when compared to a net profit of Rs. 132.54 lakhs during the previous year.

3. DIVIDEND:

Due to inadequacy of profit, the directors of your Company do not recommend any dividend for the financial year 2022-2023.

4. TRANSFER TO RESERVES:

The Company did not transfer any amount to the Reserves for the Financial Year ended March 31,2023.

5. SHARE CAPITAL:

The Company has issued and allotted 6,30,000 Share Warrants of Rs. 10/- at a price of Rs. 68/- (including premium of Rs. 58/-) to Mr. M Satyendra, which were converted into equal number of Equity Shares on 06.01.2023. As a result of which the issue, subscribed and paid up capital of the Company has been increased from Rs.12,75,00,000/- to Rs. 13,38,00,000/-. The Authorised share capital increased from Rs. 14,00,00,000/- to 15,00,00,000/-.

6. CHANGE IN THE NATURE OF THE BUSINESS :

During the Financial year under Review there is no change in the nature of the Business.

7. FIXED DEPOSITS:

8. MEETINGS:

S. No	Dates of Board Meeting
1	24.05.2022
2	06.07.2022
3	13.08.2022
4	19.08.2022
5	01.09.2022
6	14.11.2022
7	20.12.2022
8	06.01.2023
9	08.02.2023
10	14.03.2023

9. SUBSIDIARIES

The Company have following Subsidiaries:

a. Medley Medical Solutions Private Limited

b. Tutoroot Technologies private Limited

c. Athena Global technologies (UK)

d. Athena Global Technologies, Inc.

10. BOARD EVALUATION

In a separate meeting of independent directors, held on 08.02.2023 performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. M Satyendra (DIN: 01843557) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Rajesh Katragadda (DIN: 02727491), ceased to be the Independent Director of the Company with effect from September 30, 2022 due to retirement.

Mr. Prudvi Raju Manthena (Independent Director) demise on 06.05.2023, All the directors and employees of the Company conveyed deep sympathy, sorrow and condolences to his family.

Mr. Maddi Venkata Sudarsan has appointed as an Additional Director of the Company in the capacity of Independent Director on 02.08.2023.

12. DECLARATION BY INDEPENDENT DIRECTORS

13. COMPOSITION OF BOARD COMMITTEES

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report The Composition of various Committees of the Board is hereunder:

Audit Committee
Mr. Ramesh Babu Nemani	Chairman
Mr. Nukala Ashwanth	Member
Mr. Avinash Vashistha (w.e.f. 08.05.2023)	Member
Mr. Prudvi Raju Manthena (till 06.05.2023)	Member
Nomination and Remuneration Committee
Mr. Ramesh Babu Nemani	Chairman
Mr. Nukala Ashwanth	Member
Mr. Avinash Vashistha (w.e.f. 08.05.2023)	Member
Mr. Prudvi Raju Manthena (till 06.05.2023)	Member
Stakeholders Relationship Committee
Mr. Ramesh Babu Nemani	Chairman
Mr. Nukala Ashwanth	Member
Mr. Avinash Vashistha (w.e.f. 08.05.2023)	Member
Mr. Prudvi Raju Manthena (till 06.05.2023)	Member

14. POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION, ETC.,

The following policies are attached herewith as part of Corporate Governance as mentioned in "Annexure-IV".

1. Policy for selection of Directors and determining Directors Independence; and evaluation mechanism.

2. Remuneration Policy for Directors, Key managerial Personnel and other employees.

15. POLICY ON SEXUAL HARASSMENT:

During the financial year ended 31st March, 2023, the Company has not received any Complaints pertaining to Sexual Harassment.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

17. STATUTORY AUDITORS AND AUDITORS REPORT:

M/s. Ramanatham & Rao, Chartered Accountants, Hyderabad, were appointed as statutory auditors of the company for a period of five years in the Annual General Meeting held on 30th September, 2022. They have confirmed that they are not disqualified to continue as auditors of the Company.

The standalone and the consolidated financial statements of your Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers.-

The Statutory Auditors were present in the last AGM held on 30th September, 2022.

18. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s Sarda & Agarwal., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company on 30th May, 2023. The Internal Auditors are submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014.

19. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

20 FRAUD REPORTING

During the Financial Year under review the Statutory Auditors of the Company have not reported any incident of fraud to the Board of Directors of the Company

21. DIRECTORS'' RESPONSIBILITY STATEMENT:

i. That in preparation of the Annual Accounts for the year ended 31st March, 2023; all the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 at the end of the financial year and of the profit of the Company for the financial year ended 31st March, 2023.

iv. That the Annual Accounts for the year ended 31stMarch, 2023, have been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

22. RISK MANAGEMENT

23. VIGIL MECHANISM:

24. CORPORATE SOCIAL RESPONSIBILITY

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred during the financial year of the Company to which the financial statements relate.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

No additional investments for reduction of Energy consumption were taken up during the year under review.

b. Technology absorption: Not Applicable

Foreign Exchange Earnings & Outgo:	2022-23 (Rs. in Lakhs)	2021-22 (Rs. in Lakhs)
Foreign Exchange Earnings	687.23	1010.16
Foreign Exchange Outgo	272.68	94.49

28. RELATED PARTY TRANSACTIONS:

The policy on Related Party Transactions, as approved by the Board may be accessed on the Company''s website https://www.athenagt.com/investor.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as Annexure -Ill to this report.

30. CORPORATE GOVERNANCE:

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a compliance report on Corporate Governance for the year 2022-2023 and a Certificate from the Secretarial Auditors of the Company are furnished, which is enclosed as Annexure - IV to this Report.

31. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed M/s P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s P S Rao and Associates, Practicing Company Secretaries for the financial year ending 31st March, 2023 is given in the FORM NO: MR - 3 as Annexure V attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is selfexplanatory and requires no further explanation from the Board.

32. EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT-7 is placed on the website of the Company and may be accessed at Link:www.athenagt.com

33. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as ''Annexure VI'' to this report and Rule 5 (2) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee of your company is in receipt of remuneration exceeding Rs.8,50,000 per month or Rs. 1,20,00,000 per annum during the Financial Year 2022-2023.

34. LISTING FEE:

Your Company''s shares are presently listed and traded on the BSE Limited; Your Company is regular in paying the listing fee to the BSE Limited.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application was made or any proceedings pending under the IBC, 2016 during the year ended on 31st March, 2023.

Not Applicable

37. ACKNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from The Bankers, Financial Institutions, the stockiest and distributors, Supplier and Customers.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Board Meetings SS-I), General Meetings (SS-II).

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

By Order of the board

ATHENA GLOBAL TECHNOLOGIES LIMITED

Sd/- Sd/-

M. Satyendra M.Sunitha

Chairman & Managing Director Director

(DIN: 01843557) (DIN:06741426)

Place: Hyderabad Date : 29.08.2023

Mar 31, 2018

To,

The Members,

The Directors are pleased to present the 26th Annual Report of your company together with the Audited Balance Sheet and Statement of Profit and Loss of the company for the financial year ended 31.03.2018

1. FINANCIAL HIGHLIGHTS:

Financial results for the year under review and as well as previous year are as follows.

(Rupees in Lakhs)

	Standalone		Consolidated
Particulars	Year Ended	Year Ended	Year Ended
	31.3.2018	31.3.2017	31.3.2018
Revenue from Operations	789.11	1057.86	798.55
Other income	429.61	110.28	429.61
Total Income	1218.72	1168.14	1228.16
Expenditure	1166.1	1474.94	1200.56
PBDIT	52.62	(306.8)	27.60
Depreciation	(25.56)	(26.89)	(26.40)
Interest	(8.06)	(7.58)	(8.58)
Profit Before Tax (PBT)	19.00	(341.27)	(7.38)
Exceptional items	-	-	-
Tax Expense
a. current Tax	3.87	--	3.87
b. Deferred Tax	(37.50)	1.87	(44.66)
Profit After Tax (PAT)	52.63	(343.14)	33.41

2. STATE OF COMPANYâS AFFAIRS:

During the financial year under review, your Company has achieved total income of Rs. 789.11 lakhs as against the previous year income of Rs. 1057.86 lakhs and recorded net profit of Rs. 52.63 lakhs for financial year 2017-18 when compared to a net loss of Rs. 343.14 lakhs during the previous year

3. DIVIDEND:

Due to inadequacy of profit, the directors of your Company do not recommend any dividend for the financial year 2017-18.

4. FIXED DEPOSITS:

5. MEETINGS:

During the year under review, Five board meetings were held. The maximum time gap between any two consecutive meetings was within the period prescribed under Companies Act, 2013.

The Board Meeting dates are 29th May 2017, 05th September 2017, 11th December 2017, 09th February 2018, and 28th March 2018.

6. SUBSIDIARIES

The Company has one subsidiary i.e M/s Medley Medical solutions Private Limited.

7. BOARD EVALUATION

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

8. DIRECTORS AND KEY MANAGERIAL PERSONEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. M Sunitha (DIN: 06741426) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Ms Divya Agarwal, Company Secretary has resigned w.e.f 30th day of May, 2018

9. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) and SEBI (LODR) Regulations, 2015.

10. COMPOSITION OF BOARD COMMITTEES

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report The Composition of various Committees of the Board is hereunder:

Audit Committee
Mr. Prudvi Raju Manthena	Chairman
Mr. M. Satyendra	Member
Mr. Rajesh Kartragadda	Member

Nomination and Remuneration Committee
Mr. Prudvi Raju Manthena	Chairman
Mr. J.S.S. Murthy	Member
Mr. Rajesh Kartragadda	Member

Stakeholders Relationship Committee
Mr. Prudvi Raju Manthena	Chairman
Mr. J.S.S. Murthy	Member
Mr. Rajesh Kartragadda	Member

11. POLICY ON SEXUAL HARASSMENT:

During the financial year ended 31st March, 2018, the Company has not received any Complaints pertaining to Sexual Harassment.

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

13. STATUTORY AUDITORS AND AUDITORS REPORT:

M/s. Ramanatham & Rao, Chartered Accountants, were appointed as statutory auditors of the Company for a period of five years in the Annual General Meeting held on 27th September, 2017. They have confirmed that they are not disqualified to continue as Auditors of the Company.

The Notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

Managements reply to the Auditors Qualification:

The Company has not provided interest in respect of outstanding long Term Borrowing of 127.65 lakhs as on 31st March, 2018.

The management is in discussion with the parties of unsecured loans for reduction/ waiver of interest and is in discussion with the parties of the unsecured loans for final Settlement in respect of the unsecured loans and is likely to be settle before the end of the next financial year in respect of the above referred amount. The impact on the accounts is not ascertained.

14. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Dendukuri associates, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014.

15. DIRECTORSâ RESPONSIBILITY STATEMENT:â

i. That in preparation of the Annual Accounts for the year ended 31st March, 2018; all the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

iv. That the Annual Accounts for the year ended 31st March, 2018, has been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

16. RISK MANAGEMENT

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

17. VIGIL MECHANISM:

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) the Company has framed a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

No additional investments for reduction of Energy consumption were taken up during the year under review.

b. Technology absorption: Not Applicable

c. Foreign Exchange Earnings & Outgo:

22. RELATED PARTY TRANSACTIONS:

Company has entered into the Related Party Transactions during the year enclosed in the format of AOC-2 in Annexure-II

23. MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as Annexure -lll to this report.

24. CORPORATE GOVERNANCE:

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a compliance report on Corporate Governance for the year 2017-18 and a Certificate from the Secretarial Auditors of the Company are furnished, which is enclosed as Annexure - IV to this Report.

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed M/s P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s P S Rao and Associates, Practicing Company Secretaries for the financial year ending 31st March, 2018 is given in the FORM NO: MR - 3 as Annexure (V) attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is self-explanatory and requires no further explanation from the Board.

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FORM MGT 9 is annexed herewith as âAnnexure Vlâ to this report

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as âAnnexure Vllâ to this report and Rule 5 (2) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee of your company is in receipt of remuneration exceeding Rs.8,50,000 per month or Rs. 1,20,00,000 per annum during the Financial Year

28. LISTING FEE:

Your Companyâs shares are presently listed and traded on the BSE Limited; Your Company is regular in paying the listing fee to the BSE Limited.

29. ACKNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from The Bankers, Financial Institutions, the stockiest and distributors, Supplier and Customers.

By order of the Board of Director

ATHENA GLOBAL TECHNOLOGIES LIMITED

Sd/- Sd/-

Place : Hyderabad M. Satyendra M. Sunitha

Date : 14.08.2018 Chairman & Managing Director Director

(DIN: 01843557) (DIN:06741426)

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 23rd Annual Report of your company together with the Audited Balance Sheet and Statement of Profit and Loss of the company for the financial year ended 31.03.2015.

1. FINANCIAL HIGHLIGHTS:

Financial results for the year under review and as well as previous year are as follows.

(Rupees in Lakhs) Particulars Year Ended Year Ended 31.3.2015 31.3.2014

Revenue from Operations 757.82 642.07

Other income 0.1 0.12

Total Income 757.92 642.19

Expenditure 678.57 1173.68

PBDIT 79.35 (530.47)

Depreciation (14.31) (22.00)

Interest (2.66) -- Profit Before Tax (PBT) 62.38 (552.47)

Provision for Tax -- -- Profit After Tax (PAT) 62.38 (552.47)

2. STATE OF COMPANY'S AFFAIR:

During the financial year under review, your Company has achieved total income of Rs. 757.92 lakhs as against the previous year income of Rs. 642.19 lakhs and recorded net Profit of Rs. 62.38 lakhs for financial year 2014-15 when compared to a net loss of Rs. 552.47 lakhs during the previous year

3. DIVIDEND:

Due to Inadequate of profit, the directors of your Company do not recommend any dividend for the financial year 2014-15.

4. FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

5. MEETINGS:

During the year under review, six board meetings were held on 14th May 2014, 30th May 2014, 14th August 2014, 27th September 2014, 06th November 2014 and 10th February 2015. The maximum time gap between any two consecutive meetings was within the period prescribed under companies Act, 2013.

6. SUBSIDIARIES

The Company has one wholly owned subsidiary i.e M/s Mercury Outsourcing Management limited

Mercury outsourcing Management Limited has 2 subsidiaries as follows:

Mercury Outsourcing Management Limited -USA Mercury Outsourcing Management Limited -UK

Further Mercury Outsourcing Management Limited and there foreign subsidiaries has not carried out any operations in this financial year.

The Statement containing the salient feature of the financial statement of subsidiaries as per sub- section (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is herewith annexed as 'Annexure I' to this report.

7. BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its committee's and the directors individually in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement in the following manner:

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committee's and each director were circulated to all the members of the Board along with the Agenda Papers.

ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board / Committee/ Individual Director, and formulated a final collective evaluation of the Board. The Board also provided an individual feedback to the concerned director on areas of improvement, if any.

A separate meeting of Independent Directors was held on 10th February, 2015 to evaluate the performance evaluation of the Chairman, the Non Independent Directors, the Board and flow of information from management.

8. VIGIL MECHANISM

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement the Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company

9. REMUNERATION POLICY

The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act 2013. The details of the same are provided in the Corporate Governance Report and in detailed manner are posted in the website of the company

10. DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Satyendra Manchala (DIN: 01843557) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment

The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, co-opted Smt. M.Sunitha and Sri Rajesh Katragadda ,as an Additional Director of the Company subject to the approval of the members, at the ensuing Annual General Meeting.

The Company has received requisite notice in writing from the members along with requisite fees proposing Smt M.Sunitha and Sri Rajesh Katragadda for appointment as Director.

For Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Clause 49 (Corporate Governance) of Listing Agreement, forms part of Corporate Governance Report

11. DIRECTORS' RESPONSIBILITY STATEMENT:'

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and on the basis of secretarial audit received from the practicing company secretary and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

i. That in preparation of the Annual Accounts for the year ended 31st March, 2015; all the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 at the end of the financial year and of the profit of the Company for the financial year ended 31st March, 2015.

iii. That the Directors have 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.

iv. That the Annual Accounts for the year ended 31st March, 2015, has been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

12. RISK MANAGEMENT

Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement the Risk management is Not applicable to the Company

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) and Clause 49 of the Listing Agreement

14. STATUTORY AUDITORS

The shareholders in the 22nd Annual General Meeting held on Saturday, 27th September, 2014 approved the appointment M/s. M. Anandam & Co., Chartered Accountants, (Registration no.000125S) Hyderabad, as the Statutory Auditors of the Company to hold office till the conclusion of 25th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Members are requested to ratify the same at the ensuing Annual General Meeting of the company; in accordance with section 139 of the Companies Act 2013.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There are no qualifications in the report of the statutory auditors for the year 2014-15.

15. AUDITORS OBSERVATIONS, QUALIFICATIONS AND EXPLANATIONS

Auditors have made Qualified opinion in the Auditors Report for which a proper explanation has given in Note No. 20.1 and 32 in notes to financial statement.

16. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has reappointed M/s. SVP&CO, Chartered Accountants, and Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014.

17. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is Not applicable to the Company.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Your company has taken adequate internal control procedures by which the cost of electricity shall be identified with project and the company will provide an incentive for the concerned department which consumes optimum power.

No additional investments for reduction of Energy consumption were taken up during the year under review.

b. Technology absorption: Not Applicable

Foreign Exchange Earnings & Outgo: (Figures in Rs.)

2014-15 2013-14

Foreign Exchange Earnings 757.82 642.07

Foreign Exchange Outgo 198.66 200.11

21. RELATED PARTY TRANSACTIONS:

Company has entered into the Related Party Transactions during the year enclosed in the format of AOC-2 in Annexure-II

22. MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as Annexure - III to this report

23. CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor's Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure - IV to this report

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed M/s P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s P S Rao and Associates, Practicing Company Secretaries for the financial year ending 31st March, 2015 is given in the FORM NO: MR - 3 as Annexure-V attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is self explanatory and requires no further explanation from the Board.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FORM MGT 9 is annexed herewith as "Annexure VI" to this report

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as 'Annexure VII' to this report and Rule 5 (2) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee of your company is in receipt of remuneration exceeding Rs.5, 00,000 per month or Rs. 60, 00,000 per annum during the Financial Year

27. ACKNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from The Bankers, Financial Institutions, the stockiest and distributors, Supplier and Customers.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Central and State Government agencies etc for their Support and co-operation. Your Directors express their heartfelt gratitude to the Employees for their exceptional commitment and loyalty to the Company.

For and on Behalf of the Board VJIL CONSULTING LIMITED

Sd/- Place: Hyderabad Satyendra Manchala (Din: 01843557) Date: 07.09.2015 Chairman and Managing Director

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 22nd Annual Report of your company together with the Audited Balance Sheet and Statement of Profit and Loss of the company for the financial year ended 31.03.2014.

1. FINANCIAL RESULTS:

Financial results for the year under review and as well as previous year are as follows.

(Rs In Lakhs)

Particulars Year Ended Year Ended 31.3.2014 31.3.2013

Income from Operations 642.07 310.03

PBDIT (530.47) (148.10)

Depreciation 22.00 31.97

Interest - -

Profit Before Tax (PBT) (552.47) (180.07)

Provision for Tax - -

Profit After Tax (PAT) (552.47) (180.07)

2. OPERATIONS:

During the year under review, your Company made a Net income of Rs. 642.07 Lakhs and incurred a Net Loss of Rs.(552.47) Lakhs after providing for depreciation and tax. The operations of the Company were affected badly in the recent years due to differences in the management, which ultimately has resolved. Your company has incurred losses in this fiscal due to reduction in turnover, fixed overheads and other expenditure for getting new business.

3. DIVIDEND:

Due to absences of profit, the directors of your Company do not recommend any dividend for the financial year 2013-14.

4. FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

5. DIRECTORS:

Mr. M. Satyendra, Chairman and Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

M. Satyendra was appointed as Chairman and Managing Director of the Company in the meeting of the Board of Directors held on 14th May 2014 for a period of 3 years subject to the approval of the members in the General meeting, the proposed resolution for his appointment is placed before the Members in the ensuing Annual General meeting.

6. DIRECTORS RESPONSIBILITIES STATEMENT:

In pursuance of Section 217(2AA) of the Companies Act, 1956 the Directors of your company hereby confirm:

(i) that in the preparation of Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) that the directors have 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 at the end of the financial year end, 31st March, 2014 and of the profit and loss of the company for that period;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the annual accounts on a going concern basis for the financial year 2013-14.

7. MANAGEMENT''S DISCUSSION ANALYSIS:

Management''s Discussion and Analysis report is enclosed to this report as Annexure - A

8. CORPORATE GOVERNANCE:

Report on Corporate Governance along with Practicing Company secretary certificate on Compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure - B to this report.

9. AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, based on the recommendation of the Audit Committee, M/s. M Anandam & Co, Chartered Accountants, Hyderabad, appointed as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting for a period of 3 years in accordance with the Act, subject to the ratification of shareholders at every Annual General Meeting. M/s. M Anandam & Co, Chartered Accountants, Hyderabad, have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. Accordingly, the appointment of M/s. M Anandam & Co, Chartered Accountants, Hyderabad, as the Statutory Auditors, is being proposed as an Ordinary Resolution.

10. PARTICULARS OF EMPLOYEES:

None of the Employees of the Company is drawing remuneration exceeding limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011.

11. SUBSIDIARY:

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts for the financial year ended 31st March, 2014 along with report of the Board of Director''s and Auditor of the Company''s Subsidiary, M/s Mercury Outsourcing Management Limited could not be furnished.

12. AUDITORS OBSERVATIONS, QUALIFICATIONS AND EXPLANATIONS

Auditors have made Qualified opinion in the Auditors Report for which a proper explanation has given in Note No. 28 and 32 in notes to financial statement.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Your company has taken adequate internal control procedures by which the cost of electricity shall be identified with project and the company will provide an incentive for the concerned department which consumes optimum power.

No additional investments for reduction of Energy consumption were taken up during the year under review.

b) Technology absorption: Not Applicable

14. EMPLOYEE CONTRIBUTION:

The board wishes to place on record its sincere appreciation for their untiring efforts at all levels and various departments and showing good results in software development and training both in India and abroad.

15. ACKNOWLEDGEMENTS:

Your Directors also place on record their heartfelt gratitude for the support extended and confidence reposed by the customers, shareholders, employees, Central and State Government agencies and suppliers and look forward for the same in future.

For and on behalf of the Board VJIL CONSULTING LIMITED

Sd/- Place : Hyderabad M. Satyendra Date : 14.08.2014 Chairman and Managing Director

Mar 31, 2013

Dear Members,

The Directors are pleased to present the 21 st Annual Report of your company together with the Audited Balance Sheet and Statement of Proft and Loss of the company for the fnancial year ended 31.03.2013.

1. FINANCIAL RESULTS:

Financial results for the year under review and as well as previous year are as follows.

(In Lakhs) Particulars Year Ended Year Ended 31.3.2013 31.3.2012

Income from Operations 310.03 143.46

PBDIT (148.10) (324.30)

Depreciation 31.97 39.37

Interest 90.98

Proft Before Tax (PBT) (180.07) (449.25)

Provision for Tax 4.32

Proft After Tax (PAT) (180.07) (453.57)

2. OPERATIONS:

During the year under review, your Company made a Net income of Rs. 310.03 Lakhs and incurred a Net Loss of Rs.180.07 Lakhs after providing for depreciation and tax. The operations of the Company were affected badly in the recent years due to differences in the management, which ultimately has resolved. Your company has incurred losses in this fscal due to reduction in turnover, fxed overheads and other expenditure for getting new business.

3. DIVIDEND:

Due to absences of proft, the directors of your Company do not recommend any dividend for the fnancial year 2012-13.

4. FIXED DEPOSITS:

Your Company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

5. DIRECTORS:

Dr.Garima Vashistha, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment.

6. DIRECTORS RESPONSIBILITIES STATEMENT:

In pursuance of Section 217(2AA) of the Companies Act, 1956 the Directors of your company hereby confrm:

(i) that in the preparation of Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) that the directors have 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 at the end of the fnancial year end, 31st March, 2013 and of the proft and loss of the company for that period;

(iii) that the directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the annual accounts on a going concern basis for the fnancial year 2012-13.

7. MANAGEMENT''S DISCUSSION ANALYSIS:

Management''s Discussion and Analysis report is enclosed to this report as Annexure - A

8. CORPORATE GOVERNANCE:

Report on Corporate Governance along with Practicing Company secretary certifcate on Compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure - B to this report.

9. AUDITORS:

M/s M. Anandam & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible for the re-appointment, offers themselves for reappointment for the fnancial year 2013-14. Your Company has received a certifcate from the said Auditors to the effect that their re- appointment if made would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

10. AUDITORS'' OBSERVATIONS, QUALIFICATIONS AND EXPLANATIONS:

Auditors have made Qualifed opinion in the Auditors Report for which a proper explanation has given in Note No. 29 to 32 in notes to fnancial statement.

11. PARTICULARS OF EMPLOYEES:

None of the Employees of the Company is drawing remuneration exceeding limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011.

12. SUBSIDIARY:

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts for the fnancial year ended 31st March, 2013 along with report of the Board of Director''s and Auditor of the Company''s Subsidiary, M/s Mercury Outsourcing Management Limited could not be furnished.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Your company has taken adequate internal control procedures by which the cost of electricity shall be identifed with project and the company will provide an incentive for the concerned department which consumes optimum power.

No additional investments for reduction of Energy consumption were taken up during the year under review.

b) Technology absorption: Not Applicable

14. EMPLOYEE CONTRIBUTION:

The board wishes to place on record its sincere appreciation for their untiring efforts at all levels and various departments and showing good results in software development and training both in India and abroad.

15. ACKNOWLEDGEMENTS:

Your Directors also place on record their heartfelt gratitude for the support extended and confdence reposed by the customers, shareholders, employees, Central and State Government agencies and suppliers and look forward for the same in future.

For and on behalf of the Board

VJIL CONSULTING LIMITED

Sd/-

Place : Hyderabad M. Satyendra

Date : 14.08.2013 Chairman and Managing Director

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