To
The Members,
The Board of Directors of Your Company take pleasure in presenting the 15th
Annual Report on the
operational and business performance, along with the Audited Financial Statements for the
financial year
ended March 31, 2026.
KEY FINANCIALS
The Companys Financial Performance for the financial year ended March 31, 2026, is summarized below:
(Rs. in Lakhs)
Particulars |
Year Ended |
|
| March 31, 2026 | March 31, 2025 | |
Total Income |
0.00 | 0.47 |
Profit Before Tax |
(67.38) | (74.28) |
Less: Provision for Taxation |
(0.00) | (0.01) |
Profit after Tax |
(67.38) | (74.27) |
Add: Balance b/d from Previous Year |
(97.47) | (23.19) |
Less: Capitalization of Reserve |
- | - |
Balance carried over to Balance Sheet |
(164.85) | (97.47) |
RESULT OF OPERATIONS AND STATE OF AFFAIRS
The total Income of the company for the year under review there is no operational
income earned by the
Company compare to previous year company earned Rs. 0.47 lacs. The Loss After Tax stood at
Rs. 67.38
Lacs compare to previous year Loss of Rs. 74.28 Lacs. Your Directors are expecting better
result in coming
financial year.
TRANSFER TO RESERVE IN TERMS OF SECTION 134(3) OF THE COMPANIES ACT, 2013
For the financial year ended on March 31, 2026 the Company has not transferred any
amount to Reserve.
DIVIDEND
Your directors regret to inform you that we do not recommend any dividend for the year.
UNLCAIMED DIVIDEND
There is no balance lying in unpaid equity dividend account.
SUBSIDIARY COMPANY
The Company does not have any subsidiary.
CHANGES IN NATURE OF BUSINESS
There is no significant change made in the nature of the company during the financial year.
SHARE CAPITAL
The Authorised Share Capital of the Company is Rs 800.00 Lacs divided into 80,00,000
(Eighty Lakh) Equity
shares of Rs 10/- each. During the Financial year, there is no change in paid up share
capital of the
Company.
DIRECTORS AND KEY MANAGERIAL PERSONNELS
During the year under review there is no change among the directors and key managerial personnels.
In accordance with provision of Section 152 of the Companies Act, 2013 and Articles of
Association, none
of the Directors are liable to retire by rotation in the ensuing general meeting.
Based on the confirmation received, none of the Directors are disqualified for being
appointed/re-
appointed as directors in terms of Section 164 of the Companies Act, 2013.
During the Year under review, no stock options were issued to the Directors of the Company.
AUDIT COMMITTEE
In accordance with the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of SEBI
(LODR) Regulation, 2015, the Company has constituted an Audit Committee comprising of the
following
Directors as on date viz., Mr. Brijkishore Ruia (Chairman), Mr. Shashikant Rathi and Mrs.
Asha
Maheshwari.
Audit Committee acts in accordance with the terms of reference specified from time to
time by the
Board.
There is no such incidence where Board has not accepted the recommendation of the Audit
Committee
during the year under review.
During the year ended March 31, 2026, Four (4) Audit Committee meetings were held on 27th
May,
2025, 6th September, 2025, 14th November, 2025 and 27th
February, 2026.
EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an
annual performance
evaluation of its own performance, the directors individually as well as the evaluation of
the working of
its Audit Committee, Nomination & Remuneration Committee and Shareholder Grievance
Committee.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In Compliance with the provision of Section 177(9) the Board of Directors of the
Company has framed the
"Whistle Blower Policy" as the vigil mechanism for Directors and employees of
the Company. The Whistle
Blower is disclosed on the website of the Company.
The Company has established a vigil mechanism and overseas through the committee, the
genuine
concerns expressed by the employees and other Directors. The Company has also provided
adequate
safeguards against victimization of employees and Directors who express their concerns.
The Company
has also provided direct access to the chairman of the Audit Committee on reporting issues
concerning
the interests of co-employees and the Company.
All Protected Disclosures reported under the Policy are to be thoroughly investigated
by the Committee
concerned or by a person designated by such committee. As per the requirement of Listing
Regulations,
details of Vigil Mechanism is provided on the Website of the Company i.e.
www.athenaconstructions.in.
NOMINATION AND REMUNERATION COMMITTEE
In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and
regulation 19 of
SEBI (LODR) Regulations, 2015, the Company has constituted a Nomination and Remuneration
Committee comprising of the following Directors viz., Mr. Brijkishore Ruia (Chairman), Mr.
Shashikant
Rathi and Mrs. Asha Maheshwari.
Nomination and Remuneration Committee acts in accordance with the terms of reference
specified
from time to time by the Board.
During the year ended March 31, 2026, two (2) Committee meetings were held on 27th
May, 2025 and
14th November, 2025.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In accordance with the provisions of Section 178(5) of the Companies Act, 2013 and
regulation 20 of
SEBI (LODR) Regulations, 2015, Stakeholders Relationship Committee comprising of the
following
Directors viz., Mr. Brijkishore Ruia (Chairman), Mr. Shashikant Rathi and Mrs. Asha
Maheshwari.
Stakeholders Relationship Committee acts in accordance with the terms of reference
specified from
time to time by the Board. During the year One (1) Stakeholders Relationship Committee
meetings
were held on 14th November, 2025.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE
OF
CONDUCT
Your Company has received declarations from all the Independent Directors confirming
that they meet
the criteria of independence as prescribed under the provisions of section 149(6) of the
Companies
Act, 2013 and there is no change in the circumstances as on the date of this report which
may affect
their respective status as an independent director.
(a) that necessary declaration with respect to independence has been received from all
the
Independent Directors of the company;
b) that all the Independent Directors have complied with the Code for Independent
Directors
prescribed in Schedule IV to the Companies Act, 2013.
Independent Directors of the company met one time during the year on 31st
March, 2026, as per
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
PUBLIC DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account
of principal
or interest on deposits from public was outstanding as on the date of the balance sheet or
renewed any
fixed deposits during the year.
LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the
Companies Act, 2013 (the Act) are given in the notes to the Financial Statements.
MEETINGS OF THE BOARD
Your Company holds at least four Board meeting in a year, one in each quarter,
inter-alia, to review the
financial results of the company. The company also holds additional board meeting to
address its specific
requirements as and when required. All the decisions and urgent matters approved by way of
circular
resolutions are placed and numbered and noted at the subsequent Board meeting. Annual
calendar of
the meeting of the board are finalized well before the beginning of the financial year
after seeking
concurrence of all the Directors.
During the financial year 2025-26, Four (4) Board Meetings were convened and held. The
intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013 and
the Securities
Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations,
2015.The same
were held on 27st May, 2025, 6th September, 2025, 14th
November, 2025 and 27th February, 2026.
Board Committees
Your Company has constituted Audit Committee as per the provisions of Section 177 of
the Companies
Act, 2013 and Provisions of the Securities Exchange Board of India (Listing Obligation and
Disclosure
Requirements) Regulations, 2015. It coordinated with the Statutory Auditors and other key
personnel of
the Company and has rendered guidance in the areas of internal finance control, finance
and accounts.
The Nomination and Remuneration Committee recommends to the Board the suitability of
candidates for
appointment as Key Managerial Personnel, Directors and the remuneration packages payable
to them
and other employees. The Nomination and Remuneration Committee met Three times during the
year.
The Audit Committee and other Board Committee meet at regular intervals and ensure to
perform the
duties and functions as entrusted upon them by the Board.
PARTICUALRS OF EMPLOYEES:
There was no employee drawing remuneration in excess of limits prescribed under Section
197 (12) of the
Companies Act, 2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and
Remuneration of
Managerial Personnel) Rules, 2014.
The disclosure pertaining to remuneration as required under Section 197 (12) of the
Companies Act, 2013
read with rules 5 (1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules,
2014 forms part of Directors report and is provided in the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Companies
Act, 2013 and as
advised, the Annual Report excluding the aforesaid information is being sent to the
members of the
Company. The said information is available for inspection at the registered address of the
company during
working hours and any member interested in obtaining such information may write to the
Company
Secretary and the same will be furnished on request. The full annual report including the
aforesaid
information is being sent electronically to all those members who have registered their
email addresses
and is available on the companys website.
AUDITORS:
Statutory Auditor
At the Annual General Meeting conducted on 30th September, 2024 M/s JMT
& Associates, Chartered
Accountants, were appointed as statutory auditor of the Company for five years starting
from the
Financial Year 2024-25.
The notes referred to in the Auditors report are self-explanatory and as such they do
not call for any
further explanation.
Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the
Company has
appointed Ms. Maheshwari Neetu & Associates, Practicing Company Secretary to undertake
the
secretarial audit of the company for the financial year 2025-26.
The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed to
this report. The
said report does not contain any qualification, reservation and adverse remark except :
1. Appointment of Internal Auditor
Reply:
The Board has clarified that they are identifying suitable person for the same.
2. As per the information and records made available to us and our review of the BSE
website, the
Company was reflected as "SDD NON-COMPLIANT" on the BSE website during
the period under review.
Reply:
The Board has clarified that they are regular in compliance of SDD by way of submitting
quarterly
compliance certificate still our Company name reflect as SDD-NON-COMPLIANT on the BSE
website.
3. As per our review of the BSE website, the Annual Report of the Company was
uploaded under an
incorrect tab/category during the period under review.
Reply:
The board will take extra care when next time uploading Company annual report at BSE.
DIRECTORS RESPONSIBILITY STATEMENT:
You Directors would like to inform that the audited financial statements for the year
ended March 31,
2026 are in conformity with the requirements of the Companies Act, 2013 and they believe
that the
financial statements reflect fairly the form and substance of transactions carried out
during the year and
reasonably present the Companys financial condition and result of operations.
Pursuant to the provisions of section 134(5) of the Companies Act, 2013, it is hereby confirmed that:
a. in the preparation of the annual accounts, the applicable accounting standards had
been followed
along with proper explanation relating to material departures;
b. the Directors had 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 and of the profit and
loss of the
Company for that period;
c. the Directors had 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;
d. the Directors had prepared the annual accounts on a going concern basis;
e. the Directors, had laid down internal financial controls to be followed by the
Company and that
such internal financial controls are adequate and were operating effectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions of
all applicable
laws and that such systems were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arms length
basis and that the provisions of Section 188 of the Companies Act 2013 are not attracted.
Thus, disclosure in form AOC-2 is not required. Further, there are no materially
significant related party
transactions made by the Company with Promoters and Directors or other designated persons
which may
have a potential conflict with the interest of the Company at large.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as
on March 31, 2026
is available on the Companys website.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULARORS, COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going
concern status and companys operation in future.
MATERIAL CHANGES AND COMMMITMENTS
No material changes and commitments affecting the financial position of the Company
occurred between
the end of the financial year to which this financial statement are relates and the date
of this report.
CORPORATE GOVERNANCE REPORT
Pursuant to the provisions of Regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements)
Regulations, 2015, compliance with the provisions of the Corporate Governance are not
applicable to
the Companies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth
not
exceeding Rs. 25 Crore, as on the last day of previous financial year or on the Companies
listed on SME
Exchange.
In view of above, as per the latest Audited Financial Statement of the Company as at 31st
March 2026, the
paid-up Equity Share Capital and the Net Worth of the Company does not exceed the
respective threshold
limit of Rs. 10 Crore and Rs. 25 Crore, as aforesaid; hence compliance with the provisions
of the Corporate
Governance are not applicable to the Company.
RISK MANAGEMENT POLICY
The Company has laid down procedure to inform the Board about risk assessment &
minimization
procedure. The risk management approach is based on a clear understanding of the variety
of risks that
the organization faces, disciplined risk monitoring and measurement and continuous risk
management
and mitigation measures.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your company has internal financial controls which are adequate and were operating
effectively. The
controls are adequate for ensuring the orderly & efficient conduct of the business,
including adherence
to the Companys Policies, the preventions and detections of frauds & errors, the
accuracy and
completeness of accounting records and timely preparation of reliable financial
information.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND
OUTGO:
During the year under review, the Company has not carried out any manufacturing
activity and hence the
Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read
with Rule 8(3)
of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy and
Technology
Absorption. There was no foreign exchange earnings and outgo during the year under review.
ACCOUNTING STANDARDS
The Company has prepared the Financial Statements for the year ended 31st
March, 2026 as per Section
133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.
DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors Confirms that Secretarial Standards issued by Institute of Company
Secretaries of India,
have been complied with.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis of the financial condition and result of
operation of the
Company under review, is annexed and forms an integral part of the Directors Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
In line with the provisions of the Companies Act, 2013 and the rules framed there under
with respect to
the Corporate Social Responsibility (CSR), your company is not governed by the provisions
of Section 135
of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules,
2014. So, the
Company is not required to formulate a policy on CSR and also has not constituted a CSR
Committee.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
During the year the Company has adopted a policy for prevention of Sexual harassment of
women at
workplace and has not received any compliant of harassment.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and
co-operation
received from the Shareholders, Bankers, regulatory bodies and other business constituents
during the
year under review.
Your Directors also wish to place on record their deep sense of appreciation for the
committed displayed
by all executive, officer and staff, resulting in successful performance of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Indian Economy Overview
Indias economy continues to demonstrate resilience and momentum, supported by strong
domestic
consumption, sustained government capital expenditure, and structural reforms. Despite
global
macroeconomic uncertainties, India remains among the fastest growing major economies,
underpinned
by favourable demographics, rising urbanisation, and increasing formalisation of the
economy.
Retail inflation, which had seen intermittent pressures driven by food prices, has
moderated over the
course of the year, aided by calibrated monetary policy actions by the Reserve Bank of
India (RBI).
Core inflation remains relatively stable, providing room for steady economic activity
while maintaining
price stability. Interest rates, while elevated compared to the ultra-low levels of
earlier years, have largely
stabilised, offering greater visibility for long-term investment decisions.
Indian Real Estate Sector
The Indian real estate sector is undergoing a structural transformation marked by
improved transparency,
stronger balance sheets, and increasing institutional participation. Regulatory reforms
such as RERA, GST,
and digitization of land records have enhanced buyer confidence and improved governance
standards
across the sector.
Demand across residential, commercial, and retail segments remains healthy, supported
by urbanisation,
rising disposable incomes, and expanding employment opportunities. While construction
costs and
financing conditions remain areas of focus, developers with prudent capital allocation and
strong
execution capabilities are well positioned to benefit from the sectors long-term growth
trajectory.
SEGMENT WISE OR PRODUCT WISE PERFORMANCE
The Company is engaged in construction activity, hence the segment wise reporting is
not applicable.
Financial Performance of the Company for the year under review has already covered under
the Directors
Report.
CAUTIONARY STATEMENT
Management Discussion and Analysis detailing the Companys objectives, outlook and
expectations have
"forward looking statement" within the meaning of applicable securities laws and
regulations. Actual
results could differ materially from those expressed or implied depending upon global and
Indian demand
supply conditions, changes in Government regulations, tax regimes and economic
developments within
India and overseas.
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