Athena Global Technologies Ltd Management Discussions

AN OVERVIEW

Your Company is a global provider of Software Application Development, Digital Transformation and QA & Testing services to enterprises. Our AI services encompass everything from tailored and real-time customer interactions to dedicated processes, followed by less to no errors, virtual predictive and diagnostic applications. We exploit blockchains Internet of Value to deliver a more sustainable and secure digital foundation for your business. Our data scientists facilitate frictionless and rapid call to actions to design models that can bring "art of the possible" solutioning to your business. We leverage loT-based solutions and services to dramatically enhance your engagement with customers. With the help of data analytics and digital connectivity, we design actionable intelligence to fuel higher levels of efficiency, innovation and new business models. Right from robotic process automation to building chatbots, we offer a varied range of business process automation solutions powered by cognitive technologies. We build Chatbots and Voicebots that will help consumers find solutions irrespective of device, time, and location. Boost your business grade with our enhanced application development services. We help you build future-proof products with our powerful product engineering capabilities. We are the custodian of your production environment. We ensure frictionless business processing and will not let any bugs get through. Our Company is led by a group of professionals from diverse and rich background, who are fully prepared to take the challenges of tomorrows marketplace, with our primary focus on Quality, Long-term client relations and obtaining a trusted name in the industry. Our Company strongly believes in contributing towards the betterment of society and endeavours to create a positive impact, while achieving its business goals. Despite global economic headwinds and geopolitical uncertainties, Athena demonstrated

INDUSTRY OVERVIEW

In 2026, the global market for software application development, digital transformation, and QA & testing services continues to experience significant growth and transformation, driven by technological advancements and rising enterprise demand for digital solutions. The global software development market is estimated at approximately USD 578.20 billion in 2026 and is projected to reach USD 1,148.33 billion by 2033, growing at a CAGR of 10.3%. The digital transformation market is estimated at approximately USD 1,583.21 billion in 2026, growing at a CAGR of 19.4% through 2033. The software testing and QA services market is estimated at approximately USD 50,672 million in 2026 and is expected to reach USD 107,248 million by 2033, at a CAGR of 11.5%. In 2026, the Application Development, Digital Transformation, and QA & Testing services landscape continues to be characterized by a strong emphasis on automation, AI integration, and a shift-left approach to quality assurance. The industry is moving towards intelligent, integrated, and user-centric QA practices aligned with the principles of Agile and DevOps, requiring businesses to invest in new technologies, upskill their QA teams, and adopt a strategic approach to quality assurance that drives business value. Businesses remain increasingly reliant on technology, driving a need for faster development cycles, robust security, and enhanced user experiences, necessitating continued transformation of QA from a siloed function to an integrated, strategic part of the development process.

The convergence of transformative technologies also continues to reshape the competitive landscape. Artificial intelligence, the Internet of Things, and blockchain remain closely interlinked, unlocking new capabilities for enterprises. AI continues to process the vast data streams generated by IoT devices, enabling real-time decision-making and process optimization, while blockchain reinforces secure, transparent data management across complex networks—strengthening trust and operational efficiency.

ECONOMIC OVERVIEW

The global economy in FY 2025-26 navigated a mixed but broadly resilient environment. According to the IMFs January 2026 World Economic Outlook, global GDP growth is estimated at around 3.1% for 2026, supported by easing inflation and steadier financial conditions, even as trade tensions and tariff-related uncertainty continued to weigh on select markets. Advanced economies grew unevenly, with the United States and euro-area nations posting modest gains, while India remained the standout performer among major economies the IMF revised Indias FY 2025-26 GDP growth upward to approximately 7.3%, reflecting strong domestic demand, robust investment activity, and better-than-expected momentum through the year.

This relatively supportive macroeconomic setting particularly Indias continued strength as a high-growth, cost-competitive market created a favourable operating backdrop for Athena. Steady domestic consumption, sustained government focus on digital and infrastructure investment, and resilient enterprise IT budgets, even amid global headwinds, allowed the Company to pursue its growth priorities without the sharper demand contraction seen in some overseas markets. At the same time, currency volatility, evolving trade policy, and cautious global capital spending remained factors that the Company continued to monitor closely in shaping its FY 202526 strategy.

BUSINESS OUTLOOK

Athena Global Technologies Limited enters FY 2026-27 with a sharper, more focused strategy built on the lessons of the past year. Enterprise clients across sectors continue to prioritise speed, resilience, and measurable business outcomes over traditional IT delivery — a shift that plays directly to Athenas strengths in Software Application Development, Digital Transformation, and Quality Assurance & Testing. The Company has used FY 2025-26 to recalibrate its business model: tightening its service mix around higher- margin engagements, deepening domain expertise in the sectors it serves, and embedding AI and automation more deeply into its delivery framework rather than treating them as add-on offerings.

Looking ahead, the Companys priorities are threefold: disciplined cost management to protect margins, selective investment in clientfacing innovation to win larger and stickier mandates, and continued diversification through its healthcare and education technology subsidiaries to reduce reliance on any single revenue stream. Athenas leadership remains convinced that the structural demand for digital transformation across BFSI, healthcare, retail, and government — will outlast near-term macroeconomic noise, and the Company intends to compete on the quality and specificity of its solutions rather than on scale alone. Management expects this combination of operational discipline and targeted growth investment to translate into a steadier earnings trajectory over the coming fiscal year, while acknowledging that execution against a competitive, fast-changing technology landscape will remain the key variable to watch.

INDUSTRY STRUCTURE AND DEVELOPMENT IT SECTOR:

Global IT service providers continue to be central to how enterprises respond to disruption offering software development, digital transformation, consulting, infrastructure, and business process services that help clients modernize without losing operational continuity.

According to NASSCOMs Annual Strategic Review 2026, Indias technology industry crossed a major growth milestone in FY 202526, continuing its steady year-on-year expansion and reaffirming its position as a leading global hub for exports of technology services. NASSCOM has termed FY26 an "investment and capability building" year, marking a decisive shift from AI experimentation toward function-specific, revenue-generating AI deployments across the industry. The sector also continued to add jobs at a healthy pace during the year, even as it navigated structural pressures including next-generation skill gaps, pricing compression driven by AIled productivity gains, and a more fragmented global trade and regulatory environment.

For Athena, this backdrop reinforces two things: the addressable market for digital and AI-enabled services keeps expanding even in a cautious global economy, and the competitive bar for delivery is rising as clients expect outcome-based engagements rather than effort-based contracts. Athena has positioned itself accordingly investing in applied AI capabilities within its existing service lines rather than treating AI as a standalone offering, and prioritizing verticals where its domain knowledge (healthcare, education, financial services) can translate technology capability into measurable client outcomes. The Company views this alignment between where the industry is headed and where it is choosing to invest as central to sustaining its competitiveness over the coming year.

Athena continues to sharpen its focus on the areas where enterprise demand is accelerating fastest digital transformation, application modernization, and quality assurance pairing its technical depth with a strong customer-centric delivery model to translate capability into measurable client outcomes. Talent development, innovation, and strategic partnerships remain central pillars of this approach, enabling the Company to stay competitive and sustain long-term growth as the broader IT ecosystem continues to evolve at pace.

REAL ESTATE SECTOR

Indias real estate sector entered 2026 on a stronger institutional footing, supported by resilient GDP growth of around 7.6% for FY 2025-26 and continued monetary easing by the RBI. Office space demand remained a key growth driver, with net absorption expected in the range of 55-80 million square feet during the year, led increasingly by Global Capability Centres (GCCs) and flexible workspace operators expanding their India footprint across Bengaluru, Hyderabad, and Chennai. Growth also continued to broaden beyond the traditional metro markets, with Tier-II and Tier-III cities emerging as fresh demand centres on the back of improved connectivity and industrial corridor development.

Capital inflows into the sector reflected this strength, with institutional investment reaching record levels in early 2026 increasingly dominated by domestic investors, developers, and REITs rather than the NRI and foreign capital led inflows of previous years. Residential demand also continued to skew toward premiumisation, with higher-value housing segments driving a growing share of overall sales. Taken together, these trends point to a real estate sector that is not just expanding in scale but maturing structurally becoming more institutionalised, more geographically diversified, and increasingly linked to Indias broader growth in technology driven office demand.

OPPORTUNITIES, THREATS, RISKS AND CONCERNS

Athena Global Technologies continues to draw on its core strengths in software application development, digital transformation, and quality assurance services, supported by an agile, client-centric delivery model and a leadership team focused on solution quality and market access. The Companys core IT activities spanning enterprise information management, enterprise integration, and data warehousing are reinforced by deep capability across Artificial Intelligence, Blockchain, Data Science, IoT, RPA, conversational AI, application development, product engineering, and QA & testing, serving clients across financial services, healthcare, oil and pharmaceuticals, retail, business services, education, IT, and government.

The Company continues to operate within a competitive and fast-evolving IT services landscape, where pricing pressure, rapid technology disruption, and competition from larger, well-capitalised players remain persistent threats. Budget constraints among global clients could also affect project timelines and revenue visibility, while the pace of technological change demands continuous upskilling and innovation to stay ahead. On the risk front, the Company remains focused on improving operational efficiency and profitability, managing client- and market-concentration risk, and addressing the ongoing challenge of attracting and retaining digital talent. Compliance with evolving global data protection and governance standards also remains an area of continued vigilance.

Our wholly owned subsidiary, Tutoroot Technologies Private Limited, continues to strengthen Athenas presence in the fast-growing edtech space, delivering formal and informal education, competitive-exam training, and academic support across India and abroad. The platform continues to open avenues for institutional partnerships, customization-led opportunities, and recurring subscription revenue, supporting consolidated income growth for the group.

During the year, Athena undertook a strategic restructuring of its healthcare vertical. Pursuant to a Board resolution dated 31st March 2026, the Company acquired 100% of the equity share capital of MedleyMed Healthcare Solutions Private Limited, which now operates as a wholly owned subsidiary of Athena. In the same meeting, the Companys erstwhile healthcare subsidiary, Medley Medical Solutions Private Limited, was divested and transferred to MedleyMed Healthcare Solutions Private Limited, and now functions as a step-down subsidiary within the group structure. Both transactions were approved as related-party transactions on an arms-length basis, in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This realignment consolidates Athenas digital healthcare operations spanning B2B and B2C medicine delivery, last-mile logistics, and pharmacy order management under a single dedicated holding entity, positioning the group to pursue more focused growth, governance, and capital-allocation strategies within the health-tech vertical, while continuing to create synergies with Athenas broader digital infrastructure capabilities.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

Revenue is recognized when the Company satisfies a performance obligation by transferring a promised good or service to its customers. The Company considers the terms of the contract and its customary business practices to determine the transaction price. Performance obligations are satisfied at the point in time when the customer obtains control of the asset. The segment-wise performance of the Company is reported as follows:

IT SEGMENT & SEZ

Athena continues to hold a prominent position in the IT segment, maintaining its presence across various SEZs. The Companys lease of the 16th Floor, North & South Wing, reflects its sustained operational footprint, with the premises leased to FedEx Express Transportation and Supply Chain Services (India) Private Limited continuing through the year. The Company continues to benefit from SEZ-linked tax incentives and streamlined regulatory frameworks, supporting continued growth in its core IT segment. Development on the underlying land remains dedicated to electronics, Information Technology ("IT"), Telecommunication, and Information Technology Enabled Services ("ITES") activities, in line with the Special Economic Zone Act, 2005 and the Special Economic Zone Rules, 2006.

OTHER BUSINESS SEGMENTS

Athena Global Technologies Limited continues to report five segments on a consolidated basis: Software Services, Real Estate, Online Pharmacy Platform Services, Online Trade of Pharmaceutical Products, and Online Education Services.

During FY 2025-26, the Company completed a restructuring of its healthcare vertical. Pursuant to Board resolutions dated 31st March 2026, Athena acquired 100% of the equity share capital of MedleyMed Healthcare Solutions Private Limited, which is now the Companys direct, wholly owned healthcare subsidiary. In the same meeting, the Company divested its existing healthcare subsidiary, Medley Medical Solutions Private Limited, transferring it to MedleyMed Healthcare Solutions Private Limited. Medley Medical Solutions now operates as a step-down subsidiary within the group. Together, the two entities continue to operate one of Indias leading digital platforms for pharmacy businesses and virtual patient care, supporting pharmacies and virtual care providers in managing day-to-day operations. Our wholly owned subsidiary, Tutoroot Technologies Private Limited, continues to serve as an online education provider, addressing growing demand for remote learning, personalized education, and technology-driven academic engagement, with recurring subscription-based revenue supported by institutional partnerships and product customization.

The Companys healthcare platform remains positioned as a customizable, integrated pharmacy and telehealth solution, offering data- driven pricing and margin optimization, advanced supply chain management, contracting, and inventory controls. Consolidating the healthcare business under a single holding structure is expected to support more focused governance and capital allocation going forward, while continuing to strengthen Athenas presence in a recession-resilient, high-demand vertical through steady revenue streams, recurring order volumes, and long-term scalability

FUTURE OUTLOOK

Athena Global Technologies enters the coming fiscal year with a more concentrated strategy than in previous years fewer, sharper priorities rather than broad-based expansion. The Company intends to deepen its capabilities in the three areas where client demand is proving most durable: software development, digital transformation, and quality assurance, with continued investment in delivery capacity, technical talent, and closer, longer-term client relationships. Growth in the healthcare and education technology verticals will increasingly be driven through MedleyMed Healthcare Solutions Private Limited (together with its step-down subsidiary, Medley Medical Solutions Private Limited) and Tutoroot Technologies Private Limited, both of which the Company expects to contribute additional, more diversified revenue streams over the coming year. Margin discipline, operational efficiency, and differentiation through innovation will remain the Companys central priorities as it competes in an increasingly outcome driven market, and Athenas leadership believes the Companys underlying business model is well positioned to convert continuing digital demand into sustainable, long-term value for stakeholders.

On the external environment, Athena expects global economic and geopolitical conditions to remain mixed rather than clearly favourable or adverse trade policy shifts, currency movements, and uneven regional growth are likely to offset one another rather than move performance decisively in either direction. Within India, IT service providers are expected to continue their shift from effort- based delivery to outcome and platform based engagement models, and the Company anticipates the broader Indian IT services industry will grow at a moderate, steady pace rather than a sharp acceleration.

To position itself within this environment, Athena plans to continue converting its core services into modular, reusable, platform-based offerings that can be deployed faster and customized more efficiently across clients a shift the Company views as central to improving both delivery speed and margins. Investment in AI, machine learning, and data analytics will remain a priority, aimed at giving enterprise clients more advanced decision-support, automation, and predictive capabilities rather than conventional IT support. The Company also intends to deepen its domain-specific offerings for healthcare, education, fintech, and logistics clients, where specialized knowledge can command better pricing than commoditized services, while continuing to build out cloud-native, DevOps, and microservices capabilities to meet enterprise demand for faster, more scalable deployment.

Beyond core delivery, Athena plans to continue strengthening its ESG practices including green IT initiatives, digital accessibility, and responsible AI use as part of its broader effort to align with investor and client expectations. Continued investment in innovation centres and structured talent development is expected to support the Companys ability to attract and retain skilled professionals in a competitive talent market, while opportunities in E-governance and smart-city-linked digital infrastructure projects are viewed as a potential source of stable, longer duration engagements.

Overall, management remains confident in the Companys ability to secure new business and convert its strategic priorities into steady operational and financial progress over the coming fiscal year

RISK AND CONCERNS

Athenas Board of Directors and executive management promote a risk-aware environment to protect the stakeholders of the Company and ensure timely and quality delivery of projects/services to clients. Management ensures transparency and has taken various steps to mitigate risk, including:

I Strengthening AI governance and oversight : as AI becomes more deeply embedded in service delivery, the Company has focused on responsible AI practices, including human oversight of AI-assisted outputs and clear accountability for AI-driven decisions in client engagements.

I Enhancing data protection across the group structure : following the healthcare vertical restructuring involving MedleyMed Healthcare Solutions Private Limited and its step-down subsidiary, the Company has reviewed and strengthened data governance and handling protocols across the consolidated healthcare business, given the sensitivity of health related data.

I Diversifying client and geographic concentration: the Company has continued to broaden its client base across sectors and geographies to reduce dependence on any single client, market, or vertical, mitigating revenue volatility from client or region- specific slowdowns.

I Monitoring currency and trade-policy exposure: with global trade tensions and tariff developments remaining fluid through the year, management has closely tracked currency movements and cross-border policy shifts that could affect international engagements and cost structures.

I Investing in cybersecurity resilience: beyond secure coding and regular testing, the Company has increased focus on proactive threat monitoring and incident-response readiness, reflecting the rising sophistication of cyber threats across the industry.

I Addressing talent risk through structured upskilling: recognising that AI and automation are reshaping required skill sets, the Company has prioritised structured reskilling programs for existing talent alongside targeted hiring in niche, high-demand areas, rather than relying on recruitment alone.

I Strengthening related-party transaction governance : given the healthcare restructuring undertaken during the year, the Company has reinforced its internal review processes for related-party transactions to ensure continued compliance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

INTERNAL CONTROLS AND THEIR ADEQUACIES

I The Company maintains an Internal Control System designed to provide reasonable assurance over the safeguarding of assets, the accuracy and completeness of accounting records, and the reliability of financial and operational information across the group. During FY 2025-26, this framework took on added importance as Athenas group structure grew more complex following the restructuring of its healthcare vertical, requiring closer coordination of controls across the parent company and its subsidiaries.

I The key elements of the Companys internal control framework include:

I A clearly defined organizational structure with documented authority levels, extended to reflect the Companys revised subsidiary structure following the acquisition of MedleyMed Healthcare Solutions Private Limited and its step-down subsidiary, Medley Medical Solutions Private Limited.

I Board approved policies governing financial reporting, accounting, and related-party transactions, with particular emphasis this year on strengthening the review and approval process for intra-group transactions, consistent with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

I A management information system (MIS) that is periodically updated and increasingly used to consolidate performance data across the Companys software services, real estate, healthcare, and education technology segments, supporting more informed decision-making at the group level.

I Annual budgets and long-term business plans, reviewed and adjusted to reflect the Companys revised segment structure and its strategic priorities for the coming fiscal year.

I Periodic review of risks and opportunities, with this years review placing particular focus on data governance across the consolidated healthcare business, AI-related operational risk, and exposure to global trade and currency volatility.

I Internal audit and compliance oversight, reviewed by the Audit Committee, with continued focus on ensuring that controls keep pace with the Companys evolving organizational structure and the increasing role of technology-driven service delivery.

I Taken together, management believes these controls remain adequate and effective in relation to the size, scale, and complexity of the Companys operations, while continuing to evolve in line with the Companys growth and organizational changes during the year.

HUMAN RESOURCES STRATEGY

The Human Resources (HR) strategy is focused on creating a performance-driven environment in the Company, where innovation is encouraged, performance is recognized, and employees are motivated to realize their potential. HR remains the core of the Company, influencing change, building cultures and capabilities. HR processes continue to evolve and align with changing business requirements, structured into specialized business units to enable them to respond to the needs of their customers and gain strategic advantage.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

In FY 2025-26, the Company registered Revenue from Operations of 351.08 Lakhs compared to 1,217.80 Lakhs in the previous year (FY 2024-25). The Company has recorded a net loss of (287.26) Lakhs for FY 2025-26 compared to a net loss of (1,411.98) Lakhs in the previous year (FY 2024-25).

DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATION

Financial Ratios	Formula	2025-26	2024-25	Deviation %	Reason for Change
Debtors Turnover Ratio (times)	[Revenue from operations / Average Trade receivables]	0.49	2.77	50%	Increase in debtor realisation time
Current Ratio (times)	[Current Assets / Current Liabilities]	2.81	0.73	285%	Due to increase in cash and cash equivalents and loans and repayment of unsecured borrowings.
Debt Equity Ratio (times)	[Debt / Shareholders Equity]	0.66	0.18	262%	Since the company has taken new term loan during the year.
Return on equity ratio (%)	[Proft of the year/ Average total equity]	-0.19	-0.06	215%	The Profits are less as there is the reduction in revenue and increase in fixed costs.
Net Profit Margin (%)	[Profit After Tax / Revenue from Operations]	-1.73	17.52	-110%	The Profits are less as there is the reduction in revenue and increase in fixed costs.
Return on Networth (%)	[Profit for the year (before exceptional items and after tax) / Net Worth]	-1.60%	-22.40%	-92.70%	Prior-year loss was much larger; loss narrowed sharply in FY25-26
Return on Investment	[Income generated from invested funds/ Average invested funds in treasury investments]	-	-	-	NIL returns as the subsidary incurring losses
Debt Service Coverage Ratio (times)	[Earnings before debt service / Debt service (Interest + principal repayments)]	-1.43	-0.13	987%	The profits are less as there is a reduction in revenue.

Disclosure of Accounting Treatment:

The Company has prepared financial statements which comply with Ind-AS applicable for the period ending March 31, 2026, together with the comparative period data as at and for the year ended March 31,2025, as described in the summary of significant accounting policies. Primarily, a treatment different from that prescribed in an Accounting Standard has not been followed in the preparation of the financial statements. However, as regards amendments to certain accounting standards, the applicability/effect on the financial statements has been evaluated and treated accordingly, as explained in the Notes to the Standalone Financial Statements.

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, and expectations may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could make a difference to the Companys operations include economic conditions affecting the domestic market and the overseas markets in which the Company operates, changes in Government regulations, tax laws and other statutes, and other incidental factors.

	By Order of the board ATHENA GLOBAL TECHNOLOGIES LIMITED
	Sd/- M. Satyendra
Place: Hyderabad	Chairman & Managing Director
Date : 14.08.2026	(DIN: 01843557)