Athena Global Technologies Ltd Directors Report

To,

The Members,

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	Year Ended	Year Ended	Year Ended
	31.3.2025	31.3.2024	31.3.2025	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 COMPANYS 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- 2019” .

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.

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During the year under review, on 30 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- 2019” 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 Companys website and may be accessed at www.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, upskilling 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.

(Amount in Lakhs)

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.

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

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 Companys 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 Companys 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. P.S. 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 IX(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 Companys 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 Companys 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 arms 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

Rs(in Lakhs)

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

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 Companys 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 “Athena Global Employee Stock Option Scheme-2019” (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 Companys 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. P.S. 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:

Audit Committee

Nomination and Remuneration Committee

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 DIRECTORS 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 Directors 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 Boards 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 (c) Number of cases pending for more than ninety days: N.A.

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.

Annexure I

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statements of subsidiaries/associate companies/ joint ventures.

Part “A”: Subsidiaries

FINANCIAL HIGHLIGHTS 2024-25 (Amount in Lakhs)

Name of the Subsidiary	Medley Medical Solutions	Tutoroot Technologies	Athena Global
Company	Private Limited	Private Limited	Technologies, Inc
CIN/ any other registration number	U93000TG2016PTC111660	U80904TG2018PTC126724	923812060
of subsidiary company
Date when subsidiary was acquired	26/08/2016	17/09/2018	22/03/2023
Reporting Period for the Subsidiary	01.04.2024 to 31.03.2025	01.04.2024 to 31.03.2025	01.04.2024 to 31.03.2025
concerned, if different from the
holding companys reporting period
Reporting Currency	INR	INR	USD
Exchange Rate used for
Conversion:
Average Yearly Rates for
Profit and Loss Account Items	NIL	NIL	84.5698
Year end rates for Balance	-	-	85.5814
Sheet Items
Capital	1366.93	448.66	USD 10
Reserves	(1183.20)	(444.79)	(243.89)
Total assets	3,192.18	2909.24	315.33
Total Liabilities	3,192.18	2909.24	315.33
Turnover	2.71	213.07	785.03
Profit/Loss before taxation	(295.25)	4.11	-279.77
Provision for taxation	NIL	NIL	NIL
Proposed Dividend	NIL	NIL	NIL
No of shares	1,36,69,289	44,86,570	1000
Investment	2	NIL	NIL

1. Names of subsidiaries which are yet to commence operations- ATHENA GLOBAL TECHNOLOGIES LIMITED (UK)

2. Names of subsidiaries which have been liquidated or sold during the year- NIL

Form No. AOC-2

DETAILS OF RELATED PARTY TRANSACTIONS

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis: NIL

The company has not entered into any contract or arrangement or transaction which is not at arms length basis during the year under review.

2. Details of material contracts or arrangement or transactions at arms length basis:

The details of material contracts or arrangement or transactions at arms length basis for the year ended March 31, 2025 are as follows:

Names of the related parties		Nature of relationship
A.	Key Management Personnel
ii)	M. Satyendra	Chairman & Managing Director
ii)	J V Ramakrishna	CFO
iii)	Divya Agrawal	Company Secretary & Compliance officer
B.	Directors
ii)	M Sunitha	Director
ii)	Ramesh Babu Nemani	Independent Director
ii)	Maddi Venkata Sudarsan	Independent Director
iii)	Nukala Ashwanth	Independent Director
iv)	Avinash Vashishta	Director
C.	Medley Medical Solutions Private Limited	Subsidiary Company
D.	Tutoroot Technologies Private Limited	Wholly owned Subsidiary Company
E.	Athena Global Technologies Inc	Subsidiary Company
F.	MedleyMed Healthcare Solutions Pvt Ltd	Subsidiary of Subsidiary Company
G.	MedleyMed Logistics Pvt Ltd	Subsidiary of Subsidiary Company
H.	Medley Med,Inc.	Subsidiary of Subsidiary Company
G.	Vishwashree Enterprises Private Limited	Associate Enterprise in which Directors
		have Substantial Interest

Transaction with Related Parties

Particulars	Nature of Transaction	2024-2025	2023-2024
M. Satyendra	Remuneration	101.75	58.40
Nukala Ashwanth	Sitting Fee	-	1.50
Ramesh Babu Numani	Sitting Fee	-	1.00
M. Satyendra	Loans Received	370.25	358.33
M. Satyendra	Loans Repaid	283.70	284.65
M. Sunitha	Loans Received	50.00	14.75
M. Sunitha	Loans Repaid	-	2.65
Avinash Vashishta	Loans Received	85.00	-
Vishwashree Enterprises Private Limited	Loans Received	1579.59	706.75
Vishwashree Enterprises Private Limited	Loans Repaid	996.26	391.15
Medley Medical Solutions Private Limited	Loans Given	92.76	223.15
Medley Medical Solutions Private Limited	Loans Repaid	72.01	391.68
Tutoroot Technologies Private Limited	Loans Given	81.58	342.16
Tutoroot Technologies Private Limited	Loans Repaid	381.23	484.52
Medley Medical Solutions Private Limited	Interest on Loan	146.09	91.44
Tutoroot Technologies Private Limited	Interest on Loan	82.28	124.44
Vishwashree Enterprises Private Limited	Interest on loan	120.40	16.62
Avinash Vashishta	Interest on loan	4.63	-
J V Ramakrishna	Remuneration	11.54	11.54
Divya Agrawal	Remuneration	10.66	10.66

Annexure IlI

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS/ OUTGO:

The particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are as follows:

A. Conservation of Energy : Not Applicable i. the steps taken or impact on conservation of energy: switched to energy ; ii. the steps taken by the company for utilizing alternate sources of energy ; Iii. the capital investment on energy conservation equipment; B. Technology Absorption: Not Applicable I. the efforts made towards technology absorption

II. the benefits derived like product improvement, cost reduction, product development or import substitution

III. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NA

(a) the details of technology imported; -

(b) the year of import; -

(c) whether the technology been fully absorbed; -

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: and

IV. the expenditure incurred on Research and Development NIL

C. Foreign Exchange Earnings and Outgo during the year:

i.	Foreign Exchange Earned	: 1,040.03 Lakhs
ii.	Foreign Exchange Outgo	:	2.45 Lakhs

Annexure - IV

Details pertaining to Employees as required under Section 197(12) of the Companies Act 2013

Statement of Particulars of Employees pursuant to provisions of Section 197(12) of the Companies Act, 2013 Read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the FY 2024-25:

			% increase in	Ratio of remuneration
S.	Name of Director/KMP		Remuneration	of each Director to
		Designation
No.	and Designation		in the Financial Year	median remuneration
			2024-25	of employees
I	Executive Directors
	Mr. Satyendra Manchala	Chairman & Managing Director	32.34	8.03
II	Non - Executive Directors
	Ms. Sunitha Manchala	Non-Executive Director	N.A.	N.A.
	Mr. Avinash Vashistha	Non-Executive Director	N.A.	N.A.
	Mr. Ramesh Babu Nemani	Independent Director	N.A.	N.A.
	Mr. Nukala Ashwanth	Independent Director	N.A.	N.A.
	Mr. Maddi Venkata Sudarsan	Independent Director	N.A.	N.A.
III	Key Managerial Personnel
	Mr. Venkata RamaKrishna Julakanti	Chief Financial Officer	N.A.	N.A.
	Ms. Divya Agrawal	Company Secretary &	-
	(Resigned with effect from the	Compliance officer	N.A.	N.A.
	closing hours of June 16, 2025)

ii) The median remuneration of employees of the Company during the financial year was Rs. 9,61,953 iii) In the financial year, there was an increase of 66.63% in the median remuneration of employees. iv) There were 65 permanent employees on the rolls of Company as on March 31, 2025.

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and exceptional circumstances for increase in the managerial remuneration:

Employee Group	Average percentage increase/
	decrease in salaries for FY 2024-25
All Permanent Employees	3.50
Executive Directors / Managerial Remuneration
Mr. Satyendra Manchala	32.34

vi) Key parameters for any variable component of remuneration availed by the Directors: None of the Directors has availed any variable component of remuneration as such during the financial year under review.

vii) Your Company hereby affirms that the remuneration is as per the remuneration policy of the Company.

Note: Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available 21 days before the Annual General Meeting in electronic mode to any shareholder upon request sent at cs@athenagt.com. Such details are also available on your Companys website and can be accessed at www.athenagt.com

A. Details of Top Ten employees:

								% of	Whether the
				Nature of	Qualification &
						Date of	Age	Equity	employee is
			Remune	employee	employment
S.	Name of	Designation				commen-		Shares	a relative of
			ration	(whether
No.	the Employee					cement of		held by	any
				contractual
						employment		the	Director/ma
				or
								employee	nager, if yes
				otherwise)
									name
									of such
									Director and
									Manager
1	Neelima Gedda	Project Manager	23,50,000/-	Permanent	21 yrs	22-05-2006	45 yrs	0	No.
					1 Month - Msc
2.	Ganapathi santoshi	Team Leader	21,63,000/-	Permanent	17 Yrs.	11-12-2008	41 yrs	0	No.
	Lakshmi				5 Months - Msc
3.	Uma Mahesh Murty	Sr. Manager HR	20,00,000/-	Permanent	17 Yrs.- MBA	18-08-2021	44 Yrs	0	No.
4.	Habeeb Zain	Sr.Manager IT	18,00,000/-	Permanent	25 Yrs 6 Months	31-01-2005	51 Yrs	0	No.
5.	Hrudaya Ranjan
	Rakesh	Project Lead	19,26,000/-	Permanent	15 Yrs 7 Months	10-12-2015	44 Yrs	0	No.
6.	Abhinav Pathi	VP Business	47,00,000/-	Permanent	20 Yrs - PGDM	18-03-2024	41 Yrs	0	No.
		Solutions
7.	Abdul Ghalib	Vice President	16,11,000/-	Permanent	28 Yrs 10 Months	21-11-1994	55 Yrs	0	No
					- B.Com
.8.	Talluri Praveen	Sr.SQL DBA	18,03,000/-	Permanent	9 Yrs	26-12-2019	32 yrs	0	No.
					5 months
9.	Nidhi Gupta	Manager HR and	20,70,000/-	Permanent	15 Yrs - BSC	26-03-2024	47 Yrs	0	No.
		MDs office
10.	Krishnama Chary	Technical Lead	36,00,000/-	Permanent	11 Yrs - Btech	04-09-2023	37 Yrs	0	No.