Directors Report of Athena Global Technologies Ltd.

Mar 31, 2024

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

1. FINANCIAL HIGHLIGHTS:

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

2. STATE OF COMPANY''S AFFAIR:

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

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

3. DIVIDEND:

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

4. TRANSFER TO RESERVES:

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

5. SHARE CAPITAL:

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

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

6. CHANGE IN THE NATURE OF THE BUSINESS :

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

7. FIXED DEPOSITS:

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

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

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

9. MEETINGS:

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

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

10. SUBSIDIARIES

The Company have following Subsidiaries:

a. Medley Medical Solutions Private Limited

b. Tutoroot Technologies private Limited

c. Athena Global Technologies (UK) Limited

d. Athena Global Technologies, Inc.

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

11. BOARD EVALUATION

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

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

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

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

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

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

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

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

13. DECLARATION BY INDEPENDENT DIRECTORS

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

14. COMPOSITION OF BOARD COMMITTEES

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

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

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

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

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

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

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

16. POLICY ON SEXUAL HARASSMENT:

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

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

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

18. STATUTORY AUDITORS AND AUDITORS REPORT:

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

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

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

19. INTERNAL AUDITORS:

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

20. COST RECORDS AND COST AUDIT:

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

21 FRAUD REPORTING

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

22. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year ended 31st March, 2024.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

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

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

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

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

24. VIGIL MECHANISM:

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

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

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

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

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

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

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

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

b. Technology absorption: Not Applicable

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

28. RELATED PARTY TRANSACTIONS:

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

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

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

29. MANAGEMENT DISCUSSION AND ANALYSIS:

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

30. CORPORATE GOVERNANCE:

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

31. SECRETARIAL AUDIT

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

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

32. EXTRACT OF ANNUAL RETURN

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

33. PARTICULARS OF EMPLOYEES

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

34. LISTING FEE:

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

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

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

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

Not Applicable

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

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

38. COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

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

40. GREEN INITIATIVE IN CORPORATE GOVERNANCE:

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

41. ACKNOWLEDGEMENTS:

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

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

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Mar 31, 2023

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

1. FINANCIAL HIGHLIGHTS:

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

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

2. STATE OF COMPANY''S AFFAIR:

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

3. DIVIDEND:

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

4. TRANSFER TO RESERVES:

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

5. SHARE CAPITAL:

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

6. CHANGE IN THE NATURE OF THE BUSINESS :

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

7. FIXED DEPOSITS:

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

8. MEETINGS:

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

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

9. SUBSIDIARIES

The Company have following Subsidiaries:

a. Medley Medical Solutions Private Limited

b. Tutoroot Technologies private Limited

c. Athena Global technologies (UK)

d. Athena Global Technologies, Inc.

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

10. BOARD EVALUATION

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

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

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

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

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

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

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

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

12. DECLARATION BY INDEPENDENT DIRECTORS

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

13. COMPOSITION OF BOARD COMMITTEES

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

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

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

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

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

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

15. POLICY ON SEXUAL HARASSMENT:

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

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

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

17. STATUTORY AUDITORS AND AUDITORS REPORT:

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

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

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

18. INTERNAL AUDITORS:

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

19. COST RECORDS AND COST AUDIT:

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

20 FRAUD REPORTING

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

21. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, and applied

them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year ended 31st March, 2023.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

22. RISK MANAGEMENT

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

23. VIGIL MECHANISM:

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

24. CORPORATE SOCIAL RESPONSIBILITY

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

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

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

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

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

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

b. Technology absorption: Not Applicable

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

28. RELATED PARTY TRANSACTIONS:

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

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

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

29. MANAGEMENT DISCUSSION AND ANALYSIS:

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

30. CORPORATE GOVERNANCE:

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

31. SECRETARIAL AUDIT

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

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

32. EXTRACT OF ANNUAL RETURN

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

33. PARTICULARS OF EMPLOYEES

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

34. LISTING FEE:

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

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

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

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

Not Applicable

37. ACKNOWLEDGEMENTS:

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

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

38. COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

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

By Order of the board

ATHENA GLOBAL TECHNOLOGIES LIMITED

Sd/- Sd/-

M. Satyendra M.Sunitha

Chairman & Managing Director Director

(DIN: 01843557) (DIN:06741426)

Place: Hyderabad Date : 29.08.2023

---

Mar 31, 2018

To,

The Members,

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

1. FINANCIAL HIGHLIGHTS:

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

(Rupees in Lakhs)

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

2. STATE OF COMPANY’S AFFAIRS:

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

3. DIVIDEND:

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

4. FIXED DEPOSITS:

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

5. MEETINGS:

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

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

6. SUBSIDIARIES

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

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

7. BOARD EVALUATION

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

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

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

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

8. DIRECTORS AND KEY MANAGERIAL PERSONEL:

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

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

9. DECLARATION BY INDEPENDENT DIRECTORS

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

10. COMPOSITION OF BOARD COMMITTEES

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

Audit Committee
Mr. Prudvi Raju Manthena	Chairman
Mr. M. Satyendra	Member
Mr. Rajesh Kartragadda	Member
Nomination and Remuneration Committee
Mr. Prudvi Raju Manthena	Chairman
Mr. J.S.S. Murthy	Member
Mr. Rajesh Kartragadda	Member
Stakeholders Relationship Committee
Mr. Prudvi Raju Manthena	Chairman
Mr. J.S.S. Murthy	Member
Mr. Rajesh Kartragadda	Member

11. POLICY ON SEXUAL HARASSMENT:

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

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

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

13. STATUTORY AUDITORS AND AUDITORS REPORT:

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

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

Managements reply to the Auditors Qualification:

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

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

14. INTERNAL AUDITORS:

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

15. DIRECTORS’ RESPONSIBILITY STATEMENT:’

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

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

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year ended 31st March, 2018.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

16. RISK MANAGEMENT

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

17. VIGIL MECHANISM:

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

18. CORPORATE SOCIAL RESPONSIBILITY

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

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

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

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

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

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

b. Technology absorption: Not Applicable

c. Foreign Exchange Earnings & Outgo:

22. RELATED PARTY TRANSACTIONS:

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

23. MANAGEMENT DISCUSSION AND ANALYSIS:

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

24. CORPORATE GOVERNANCE:

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

25. SECRETARIAL AUDIT

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

26. EXTRACT OF ANNUAL RETURN

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

27. PARTICULARS OF EMPLOYEES

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

28. LISTING FEE:

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

29. ACKNOWLEDGEMENTS:

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

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

By order of the Board of Director

ATHENA GLOBAL TECHNOLOGIES LIMITED

Sd/- Sd/-

Place : Hyderabad M. Satyendra M. Sunitha

Date : 14.08.2018 Chairman & Managing Director Director

(DIN: 01843557) (DIN:06741426)

---

Mar 31, 2015

Dear Members,

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

1. FINANCIAL HIGHLIGHTS:

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

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

Revenue from Operations 757.82 642.07

Other income 0.1 0.12

Total Income 757.92 642.19

Expenditure 678.57 1173.68

PBDIT 79.35 (530.47)

Depreciation (14.31) (22.00)

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

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

2. STATE OF COMPANY'S AFFAIR:

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

3. DIVIDEND:

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

4. FIXED DEPOSITS:

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

5. MEETINGS:

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

6. SUBSIDIARIES

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

Mercury outsourcing Management Limited has 2 subsidiaries as follows:

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

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

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

7. BOARD EVALUATION

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

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

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

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

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

8. VIGIL MECHANISM

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

9. REMUNERATION POLICY

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

10. DIRECTORS:

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

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

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

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

11. DIRECTORS' RESPONSIBILITY STATEMENT:'

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

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

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year ended 31st March, 2015.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

12. RISK MANAGEMENT

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

13. DECLARATION BY INDEPENDENT DIRECTORS

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

14. STATUTORY AUDITORS

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

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

15. AUDITORS OBSERVATIONS, QUALIFICATIONS AND EXPLANATIONS

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

16. INTERNAL AUDITORS:

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

17. CORPORATE SOCIAL RESPONSIBILITY

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

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

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

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

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

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

b. Technology absorption: Not Applicable

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

2014-15 2013-14

Foreign Exchange Earnings 757.82 642.07

Foreign Exchange Outgo 198.66 200.11

21. RELATED PARTY TRANSACTIONS:

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

22. MANAGEMENT DISCUSSION AND ANALYSIS:

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

23. CORPORATE GOVERNANCE:

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

24. SECRETARIAL AUDIT

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

25. EXTRACT OF ANNUAL RETURN

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

26. PARTICULARS OF EMPLOYEES

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

27. ACKNOWLEDGEMENTS:

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

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

For and on Behalf of the Board VJIL CONSULTING LIMITED

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

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Mar 31, 2014

Dear Members,

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

1. FINANCIAL RESULTS:

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

(Rs In Lakhs)

Particulars Year Ended Year Ended 31.3.2014 31.3.2013

Income from Operations 642.07 310.03

PBDIT (530.47) (148.10)

Depreciation 22.00 31.97

Interest - -

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

Provision for Tax - -

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

2. OPERATIONS:

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

3. DIVIDEND:

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

4. FIXED DEPOSITS:

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

5. DIRECTORS:

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

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

6. DIRECTORS RESPONSIBILITIES STATEMENT:

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

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

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year end, 31st March, 2014 and of the profit and loss of the company for that period;

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

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

7. MANAGEMENT''S DISCUSSION ANALYSIS:

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

8. CORPORATE GOVERNANCE:

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

9. AUDITORS:

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

10. PARTICULARS OF EMPLOYEES:

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

11. SUBSIDIARY:

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

12. AUDITORS OBSERVATIONS, QUALIFICATIONS AND EXPLANATIONS

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

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

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

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

b) Technology absorption: Not Applicable

14. EMPLOYEE CONTRIBUTION:

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

15. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board VJIL CONSULTING LIMITED

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

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Mar 31, 2013

Dear Members,

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

1. FINANCIAL RESULTS:

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

(In Lakhs) Particulars Year Ended Year Ended 31.3.2013 31.3.2012

Income from Operations 310.03 143.46

PBDIT (148.10) (324.30)

Depreciation 31.97 39.37

Interest 90.98

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

Provision for Tax 4.32

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

2. OPERATIONS:

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

3. DIVIDEND:

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

4. FIXED DEPOSITS:

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

5. DIRECTORS:

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

6. DIRECTORS RESPONSIBILITIES STATEMENT:

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

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

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the fnancial year end, 31st March, 2013 and of the proft and loss of the company for that period;

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

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

7. MANAGEMENT''S DISCUSSION ANALYSIS:

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

8. CORPORATE GOVERNANCE:

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

9. AUDITORS:

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

10. AUDITORS'' OBSERVATIONS, QUALIFICATIONS AND EXPLANATIONS:

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

11. PARTICULARS OF EMPLOYEES:

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

12. SUBSIDIARY:

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

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

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

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

b) Technology absorption: Not Applicable

14. EMPLOYEE CONTRIBUTION:

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

15. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board

VJIL CONSULTING LIMITED

Sd/-

Place : Hyderabad M. Satyendra

Date : 14.08.2013 Chairman and Managing Director