Aion-Tech Solutions Ltd Management Discussions

AND BUSINESS OUTLOOK

(This review contains Managements discussion of the Companys operational results and financial condition and should be read in conjunction with the accompanying audited financial statements and associated notes).

1.Management Highlights

Indias continuing digitalization, cloud adoption, Artificial Intelligence (Al), analytics and digital public infrastructure remain important structural growth drivers. Generative Al and Agentic Al are moving from experimentation towards enterprise deployment, creating demand for intelligent automation, data- led decision- making and modern technology platforms. Demand continues to grow for Data Analytics, Business Intelligence, cybersecurity, cloudnative solutions, digital engineering and intelligent automation. Electric mobility, smart transportation and sustainable technologies represent additional growth opportunities, particularly through technology- enabled fleet, mobility and assetmanagement solutions. Aion- Tech intends to strengthen its technology capabilities, strategic partnerships, innovation ecosystem and customer- centric delivery while pursuing opportunities across its technology and mobility- related businesses.

2.Industry Structure,Development and Outlook

Global technology markets continue to be shaped by digital transformation, Al adoption, cloud migration, cybersecurity requirements and data- driven business models. Despite geopolitical uncertainties, changing trade policies and uneven regional growth, enterprise technology spending remains supported by the need to improve productivity, optimize costs, strengthen resilience and enhance customer experience.

India continues to offer a favorable environment for technology- led businesses, supported by domestic demand, public infrastructure investment, increasing private investment and rapid digitization. Government programmes including Digital India, IndiaAl Mission, PM Gati Shakti, National Logistics Policy, Make in India and PLI initiatives are strengthening the digital and industrial ecosystem.

The medium- to- long- term outlook remains positive, although global economic conditions, foreign exchange movements, geopolitical developments and changes in customer technology spending may affect near- term business conditions.

3.Key Technology Growth Areas:

Data Analytics and Business Intelligence

Enterprises increasingly require real- time dashboards, predictive analytics, data visualisation, enterprise data platforms and self- service Business Intelligence. The market is moving from descriptive reporting towards Al- assisted decision intelligence, including natural- language interaction with enterprise data.

Artificial Intelligence, Generative Al and Automation

Al is becoming a strategic enterprise capability across software development, customer service, finance, supply chain, compliance, forecasting, knowledge management and operational processes. Generative Al and Agentic Al are expected to accelerate automation and improve productivity, while responsible Al, cybersecurity and governance will remain important.

Cloud, Cybersecurity and Digital Engineering

Migration to cloud- native and hybrid environments, together with growing cyber threats and regulatory expectations, is sustaining demand for scalable cloud platforms, cybersecurity, data governance, digital engineering and resilient enterprise architectures.

4.Electric Mobility and Smart Mobility

Electric mobility is emerging as an important growth area in India, supported by increasing publictransport electrification, fleet electrification, charging infrastructure, sustainability objectives and policy support. The transition creates opportunities not only in vehicles and infrastructure but also in technology- enabled fleet and mobility management.

Aion- Techs mobility- related ecosystem provides an avenue to participate in this transition through digital platforms, analytics, intelligent fleet management and technology- enabled mobility solutions. Telematics, IoT, predictive maintenance, route optimization, asset utilization and data analytics can improve fleet efficiency, passenger experience and operating economics.

The Company believes that the convergence of digital technology and electric mobility can create opportunities for integrated, scalable solutions serving fleet operators, enterprises, public transportation and other mobility applications.

5.Roqit Digital Mobility Platform

Roqit is a digital mobility platform within Aion- Techs broader technology and mobility ecosystem, focused on enabling technology- led mobility operations and digital customer experiences. The platform is intended to support the increasing requirement for connected data- driven and digitally managed mobility services.

The Roqit platform brings together digital capabilities that can support mobility use cases such as fleet and trip management, operational visibility, data analytics, customer interaction and technology- enabled service delivery. Its potential value lies in connecting mobility operations with data and digital workflows, thereby supporting better asset utilization, service efficiency and decision- making.

With the continued growth of electric and shared mobility, platforms such as Roqit can provide an important technology layer for managing increasingly connected fleets and mobility ecosystems. The platform was transferred to Roqit Greenfleet Digital Solutions Private Limited on 2 July 2025, as part of the Companys business structuring.

Going forward, the Company can leverage the Roqit ecosystem to explore partnerships and technology- led opportunities in electric mobility, fleet digitization, intelligent transportation and sustainable mobility.

Industry-specific Opportunities

Digital Transformation and Enterprise Technology

Enterprises are moving towards integrated digital ecosystems combining cloud, Al, analytics, automation and cybersecurity. Demand is increasingly linked to measurable business outcomes such as productivity, cost optimisation and customer experience.

Healthcare and Life Sciences

Digital records, Al- enabled workflows, analytics, NLP and automation continue to create opportunities for secure and scalable technology solutions.

Financial Services and FinTech

BFSI remains a major adopter of Al, analytics, fraud detection, risk management, regulatory technology, automation and cybersecurity.

Manufacturing and Industry 4.0

IoT, predictive maintenance, robotics, Al- enabled quality control and digital twins are supporting smarter and more resilient manufacturing.

Sustainability and Smart Energy

Digital technologies are increasingly used for energy optimization, emissions monitoring, resource efficiency, renewable- energy integration and ESG reporting.

7. Opportunities

Opportunities- Growing enterprise spending on digital transformation, cloud and modernization.- Rapid adoption of AI, Generative AI, Agentic AI, analytics and intelligent automation.- Expansion of cybersecurity, data governance and enterprise resilience requirements.- Growth of electric mobility, fleet electrification and smart transportation.- Technology opportunities arising from sustainability, renewable energy and ESG requirements.- Potential to scale through strategic partnerships, domain expertise and reusable digital platforms such as Roqit.

8.Risks,Threats and Concerns

Technology Disruption

Rapid changes in Al, cloud and digital technologies require continuing investment in skills, innovation and capabilities.

Cybersecurity and Data Privacy

Cyber threats, data breaches and evolving privacy requirements can create operational, financial and reputational risks.

Talent

Competition for professionals in Al, data science, cloud, cybersecurity and digital engineering remains intense.

Economic and Geopolitical Conditions

Geopolitical developments, trade policies, inflation, foreign exchange volatility and changes in customer spending may affect technology investments.

Competitive Environment

The technology services market is highly competitive and requires continuous differentiation through quality, innovation, delivery capability and customer engagement.

9.Outlook

Aion- Techs outlook is supported by the continuing convergence of technology, data, Al and sustainable mobility. The Company intends to build on its technology capabilities, customer relationships and strategic partnerships while selectively pursuing opportunities in enterprise digital transformation, analytics, Al, cybersecurity, smart mobility and electric mobility.

The Company believes that the combination of technology expertise and mobility- focused initiatives, including the Roqit digital platform, can provide a foundation for participating in emerging digital and sustainable business models. Continued focus on execution, innovation, governance, cybersecurity and customer value will remain central to sustainable growth.

Analysis of financial performance of the company:

There is an increase of 51.89% in Consolidated revenues for the current FY2025- 26 i.e. INR 1350.32 Million as against the previous FY2024- 25 revenue of INR889.00 Million due to the fact that Company acquired Equity Stake in ETO Motors Private Limited because of which E- Vehicle Mobility turnover of INR 350.71 Million added during the year. Also, there is an increase of 15.31% in the Standalone revenues for the Current FY2025- 26 INR 1001.01 million as against INR 868.09 million in the previous FY2024- 25.

The Consolidated Net Profit after Tax for the current FY2025- 26 is INR 10.06 million, 0.72% against Consolidated Net Profit of INR 99.02 million, 10.73% during the previous FY 2024- 25. The decrease in Consolidated Net Profit is on account of net loss in subsidiary company ETO Motors Private Limited. The Standalone Net Profit after Tax in the current FY 2025- 26 INR173.85 million, 16.76% as against INR 148.13 million, 16.42% in the previous FY 2024- 25. The result in the higher Net Profit in current year as well as previous year is due to the fact that, the company earned Profit on Sale of Land& Building INR 136.94 million in FY2025- 26 and for INR156.35 million in the previous year.

Segment- wise performance: In Standalone Financials, there is an increase of 18.05% in the revenue segment - Software License Sale in the current FY 2025- 26 INR 885.35 million in comparison to INR 749.97 million in the previous FY 2024- 25. Also, in the revenue segment Information Technology / Software Services there is a slight decrease in revenue by (2.08%) i.e. in current FY 2025- 26 INR 115.66 million in comparison to INR118.12 million in previous FY 2024- 25. Whereas in Consolidated Financials, there is an increase of 18.03% in revenue segment - Software License Sale in the current FY 2024- 25 INR 883.95 million in comparison to INR748.95 million in the previous FY 2024- 25. In the consolidated Financials, India - Information Technology / Software Services segment there is a slight decrease of (2.08%) i.e. INR 115.66 million in current FY 2025- 26 in comparison to INR118.12 million in previous FY2024- 25.

In the revenue segment E- Vehicle Mobility, the group earned Revenue for INR 350.71 as ETO Motors Private Limited became subsidiary effective 12- May- 2025. Regarding segment profitability, in Standalone Financials segment profit for Information Technology / Software Services has increased by 5.87% i.e. in current FY2025- 26 INR 35.73 Million in comparison to INR33.75 Million in previous FY2024- 25. The segment profit in Software Licenses Sale segment increased by 184.76% i.e. in current FY2025- 26 INR 54.19 million in comparison to INR 19.03 million in previous FY 2024- 25. In Consolidated Financials, The India - Information Technology / Software Services segment profit increased by 9.40% to INR 35.73 million in current FY2025- 26 from INR32.66 million in the previous FY2024- 25. Further, the Software License Sale segment profit has increased by 190.80% i.e. INR 53.74 million in current FY2025- 26 in comparison to INR18.48 million in previous FY2024- 25.

During the year, upon obtaining the necessary approvals from BSE Limited and National Stock Exchange of India Limited, the company allotted 17,679,770 equity shares of Rs. 10/- each at an issue price of Rs. 110/- per share to the shareholders of ETO Motors Private Limited on 12 May 2025 under a share swap arrangement, pursuant to which one equity share of Aion- Tech Solutions Limited was issued for every one equity share held in ETO Motors Private Limited to eligible shareholders.

The transaction, aggregating to Rs. 1,944.77 million, being non- cash in nature, had no impact on the Statement of Cash Flows for the year. Also apart from the above, during the year FY2025- 26, the subsidiary ETO Motors Private Limited issued equity shares of 732,608 equity shares at Rs. 110/- per share pursuant to the conversion of ICDs given by the company Aion- Tech Solutions Limited to ETO Motors Private Limited for an aggregate amount of Rs. 80.59 million, including accrued interest of Rs. 0.59 million, being a non- cash transaction, had no impact on the Statement of Cash Flows for the year. Consequent to this share swap arrangement, the Companys percentage shareholding in ETO Motors Private Limited stands at 56.29% as at Balance Sheet date.

During the year, the company transferred SaaS platform development in progress named Roqit for INR 52.10 Million to its wholly owned subsidiary, Roqit Greenfield Digital Solutions Private Limited, on a cost- to- cost basis, against allotment of 5,210,000 equity shares of Rs. 10/- each. As the transaction was non- cash in nature, there was no impact on the Statement of Cash Flows for the year.

Liquidity and capital resources:

In the Consolidated Financials secured loans as at 31- March- 2026 stood at INR 222.08 Million as against INR 23.56 million as at the previous financial year end 31- March- 2025. In the Standalone Financials secured loans as at 31- March- 2026 stood at INR 2.90 Million as against INR 23.56 million as at the previous financial year end 31- March- 2025.

The Companys ability to generate funds from operating activities, including product and service sales, equity funds and debt financing from its banks and others, are expected to provide sufficient liquidity to meet current and future fund requirements.

Details of significant changes in key financial ratios:

Debtors Turnover:In Standalone Financials, this Ratio has increased from 4.25 in FY2024- 25 to 4.44 in current FY2025- 26. The increase in Debtors Turnover Ratio is 4.57% in comparison to previous FY. The increase in standalone financials is due to company strengthened its process to realize the Accounts Receivable (AR) particularly from the Sale of Software Licenses during the current financial year. Also in Consolidated Financials, this Ratio has increased from 4.04 in FY2024- 25 to 5.02 in current FY2025- 26.

Interest Coverage Ratio:In Standalone Financials - Interest coverage ratio increased to 38.94 in current FY2025- 26 from 19.08 in previous FY2024- 25. The percentage increase is 104% in comparison to the previous FY. This increase is because of increase in the operating profit of the company during the year. In Consolidated Financials, this ratio has decreased to 1.02 in current FY2025- 26 from 1.14 in previous FY2024- 25. The said decrease is because Subsidiary company named ETO Motors Private Limited incurred loss in the in the current FY2025- 26. The Decrease in percentage is (10.94%) .

Current Ratio: In Standalone Financials - Current Ratio increased to 2.50 in current FY2025- 26 from 2.22 in previous FY2024- 25. The said increase is 12.58% because of an increase in the Trade Receivables on account of increase in revenue and decrease in Bank OD limit utilization. In Consolidated Financials, this ratio decreased to 1.18 in current FY2025- 26 from 2.77 in the previous FY2024- 25. The said decrease is (57.48%) due to subsidiary company ETO Motors Private Limited current ratio is lower.

Debt /Equity Ratio:In Standalone Financials- this Ratio has decreased by 100% to 0.003 in current FY2025- 26 from 0.06 in the previous FY2024- 25 because increase in the Shareholders Funds by INR 1944.77 million on account of allotment of 17,679,770 equity shares of Rs. 10/- each at an issue price of Rs. 110/- per share of Aion- Tech Solutions Limited to the shareholders of ETO Motors Private Limited on 12 May 2025 under a share swap arrangement, pursuant to which one equity share of Aion- Tech Solutions Limited was issued for every one equity share held in ETO Motors Private Limited to eligible shareholders. In Consolidated Financials, the same Ratio has increased by more than 100% to 0.24 in Current FY2025- 26 from 0.06 in the previous FY2024- 25 as ETO Motors Private Limited has become subsidiary during the year, which has both Long Term and Short Term Debt.

Operating Profit Margin Ratio:In Standalone Financials- this Ratio has increased by >100% to 3.08% in current FY2025- 26 from (0.47%) in the previous FY2024- 25. The said increase in Standalone is due to increase in margins in Software License Sale and Information Technology Software Services segments. Also in Consolidated Financials, the same Ratio has decreased by (17.97%) to (6.64%) in Current FY2024- 25 from (5.63%) in the previous FY2024- 25. The said decrease is due to loss in the subsidiary company ETO Motors Private Limited.

Net Profit Margin (0/0) :In Standalone Financials - there is increase in Net Profit Ratio by 2% to 16.76% in current FY2025- 26 in comparison to 16.42% in previous FY2024- 25 because of Profit on sale of Land owned by the company situated at Cherlapally, Hyderabad. In Consolidated Financials, the Net Profit Ratio in current FY2025- 26 stood at 0.72% against 10.73% in previous FY 2024- 25 a decrease of (>100%) because ofloss in the subsidiary company ETO Motors Private Limited.

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof: Net Profit / Net Worth: In Standalone Financials - there is a decrease in this Ratio to 9.43% in current FY2025- 26 in comparison to 20.88% in previous FY2024- 25, a decrease of (55%) because of increase in the Shareholders Funds by INR 1944.77 million on account of allotment of 17,679,770 equity shares of Rs. 10/- each at an issue price of Rs. 110/- per share of Aion- Tech Solutions Limited to the shareholders of ETO Motors Private Limited on 12 May 2025 under a share swap arrangement, pursuant to which one equity share of Aion- Tech Solutions Limited was issued for every one equity share held in ETO Motors Private Limited to eligible shareholders. The same Ratio in Consolidated Financials in current FY2025- 26 stood at 0.50% against 12.16% in previous FY2024- 25 because of the reason mentioned above along with loss in subsidiary company ETO Motors Private Limited.

Internal Control & Systems and their adequacy:

Internal Control & Systems and their adequacy:The Company has proper and adequate system of internal controls commensurate with its size and nature of operations to provide reasonable assurance that all assets are safeguarded, transactions are authorized, recorded and reported properly and applicable statutes & corporate policies are duly complied with, the internal audit function has been structured to continuously review adequacy and efficacy of the internal controls. The statutory auditors and internal auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board.

Human Resource Development:

Human Resource Development:At Aion- Tech, our employees are regarded as our most valuable asset and a cornerstone of our continued success. Guided by an employee- centric philosophy, the Company is committed to fostering a safe, inclusive, and motivating work environment that promotes both individual productivity and collective performance. To support the professional growth of its workforce, the Company actively invests in skill development, capability enhancement, and leadership training through customised learning and development programs. The Company recognises the importance of diversity and is dedicated to building a team that reflects a broad spectrum of backgrounds and perspectives — strengthening its organisational capabilities in the process.

Teamwork, self- motivation, and continuous learning are strongly encouraged across all levels of the organisation. The Companys human resource policies are thoughtfully designed to attract, retain, and reward top talent while nurturing a positive and empowering workplace culture.

As of March 31, 2026, Aion- Tech employed 115 permanent staff members.

Industrial relations remained cordial throughout the year, with no material disputes reported.

Disclosure of Accounting Treatment:

The Company has complied with the appropriate accounting policies and has ensured that they have been applied consistently. There have been no deviations from the Indian Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with the relevant rules.

Cautionary Statement:

Cautionary Statement:

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