Aion-Tech Solutions Ltd Directors Report

DIRECTORS REPORT

To

The Members

AION-TECH SOLUTIONS LIMITED

The Board of Directors are pleased to present the Companys 31^st Annual Report and the Companys audited financial statements (standalone and consolidated) for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE:

The financial highlights of the Company for the year ended on 31^st March, 2025 are summarized as below:

	(Rs. In Millions Except Otherwise Stated)
	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	868.09	790.08	889.00	932.76
Other Income	33.95	12.33	34.17	12.46
Total Expenses	849.26	752.13	915.54	934.40
Operating Profit (PBIDT)	52.78	50.28	7.63	10.82
Interest	7.32	5.70	10.69	10.18
Depreciation & Amortization expense	22.95	15.95	23.51	17.07
Profit before Exceptional Items & Tax	22.51	28.63	(26.57)	(16.43)
Exceptional Items - Profit on sale of land	156.35	00.00	156.35	00.00
Profit before Tax	178.86	28.63	129.78	(16.43)
Current Tax	30.17	7.80	30.19	7.94
Previous Year Taxes	0.48	(1.16)	0.49	(1.16)
Deferred Tax	0.08	(1.40)	0.08	(1.40)
Profit for the year	148.13	23.39	99.02	(21.81)
Other Comprehensive Income - Net of Taxes	71.08	0.17	74.69	(0.75)
Total Comprehensive Income for the Year	219.21	23.56	173.71	(22.56)
Equity Share Capital (3,45,82,066 Shares of Rs. 10/- each)	345.82	345.82	345.82	345.82
E.P.S (After Prior Period Items) (Rupees)	4.29	0.68	2.86	(0.63)
Net Worth	818.98	599.78	958.48	670.73
Book Value in Rs. (Face Value of Rs. 10/- each)	23.68	17.34	27.72	19.40

STATE OF AFFAIRS/GENERAL REVIEW OF OPERATIONS:

Standalone:

During the year under review, your Company has achieved Standalone turnover of Rs.868.09 million as against a turnover of Rs. 790.08 million during the previous year. The Standalone Net Profit was Rs.148.13 million during the year in comparison to Net Profit of Rs. 23.39 million during the previous year. Current year profit includes Rs.156.35 million, which was on account of profit on sale of land.

Consolidated:

During the year under review, your Company has achieved a consolidated turnover of Rs. 889 million as compared to Rs. 932.76 million for the previous financial year. This slight reduction in turnover was due to sale of entire stake in Wowtruck Technologies Private Limited, which happened during the year under report. The Consolidated Net Profit for the year 2024-25 was Rs. 99.02 million in comparison to Net Loss Rs.21.81 million during the previous year. Current year profit includes Rs.156.35 million, which was on account of profit on sale of land.

TRANSFER TO GENERAL RESERVES:

No amount has been transferred to General Reserves during the year.

DIVIDEND:

With a view to conserve cash for future growth opportunities, your Board has not recommended any dividend for the financial year 2024-25.

SHARE CAPITAL:

On March 10, 2025, the Authorized Share Capital of the Company has been increased from Rs.50 crore to Rs.80 crore. Hence, as at the end of the financial year, the Authorized Share Capital of the company is Rs. 80,00,00,000 (Rupees Eighty Crores Only) divided into 8,00,00,000 (Eight Crores Only) equity shares of Rs. 10/- each and the Paid-up capital of the company is Rs. 34,58,20,660/- (Rupees Thirty Four Crores, Fifty Eight Lakhs, Twenty Thousand, Six Hundred and Sixty Only) divided in to 3,45,82,066 (Three Crores Forty Five Lakhs Eighty Two Thousand Sixty Six Only) equity shares of Rs 10/- each.

However, post the financial year end date, on May 12, 2025, the Board had allotted 1,76,79,770 equity shares of Rs.10/- each at a valuation of Rs.110/- per share. The Board at its meeting held on February 13, 2025 took a decision to acquire controlling stake in ETO Motors Private Limited by acquiring the equity shares from the existing shareholders of ETO Motors by way of swap of shares. AION-Techs decision to take a controlling stake in ETO Motors aligns with its long-term strategy to build a comprehensive zero-emissions and clean energy platform. This move strengthens its position in the sustainable mobility and energy sector, accelerates innovation, and provides significant long-term value for investors, stakeholders, and the broader market. Pursuant to this arrangement, the existing shareholders of ETO Motors were issued one share against their one share in ETO Motors Private Limited. Post this acquisition, the holding of the Company in ETO Motors stood at 58.50%, thus ETO Motors has become a subsidiary of the Company with effect from May 12, 2025.

As on March 31, 2025, except Mr. Paul Sashikumar Lam having 757 shares, none of the other Directors of the Company hold shares or convertible instruments of the Company.

EMPLOYEE STOCK OPTION PLAN (ESOP):

As the members are already aware, the Company had already obtained the necessary approvals for Goldstone Technologies Limited Employee Stock Option Plan-2022 (GTLESOP 2022). The Company has also received Inprincipal Approval for listing of upto maximum of 17,29,000 Equity Shares of Rs. 10/- each to be allotted pursuant to the Goldstone Technologies Employees Stock Option Scheme, 2022 from the Stock Exchanges namely BSE Ltd and National Stock Exchange of India Limited on 15th December, 2023. The company has not made any allotment during the year under review under the Scheme. Any further updates on the same will be disseminated to the members through announcements to the stock exchanges.

ACCOUNTING TREATMENT

There is no change in accounting treatment in the year under review, as compared to previous Financial Year.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under the review the following changes took place:

Appointments:

• Based on the recommendations of the Nomination and Remuneration Committee and approval of the Board, Mr. Adalat Srikanth has been appointed as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company, with effect from November 15, 2024.

• After the closure of the financial year 2024-25, Ms. Mounika Reddy (DIN: 11111376) was appointed as an Additional Director in the category of Independent Director with effect from August 11,2025 in the Board Meeting held on August 11, 2025. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Mounika will hold office up to the date of the ensuing Annual General Meeting. Moreover, in terms of Regulation 17(1C) of the Listing Regulations, the Company is required to obtain approval of shareholders for the appointment of an Independent Director at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. The board recommends the Special Resolution set out at item no. 4 of the Notice for the 31^st

PEOPLE, PROCESS, TECHNOLOGY

Annual General Meeting for approval of the members. Brief profile of Ms. Mounika has been given in the Notice convening the 31^st Annual General Meeting.

Resignations:

• Mrs. Niralee Rasesh Kotdawala, Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company, has resigned with effect from September 5, 2024

• Mr. Pavan Chavali has resigned as Managing Director and also as Director of the Company with effect from September 26, 2024;

• Mr. K S Sarma, Independent Director ceased to be the Director of the Company with effect from September 26, 2024 consequent to the expiry of his second term as Independent Director.

Retire by Rotation:

• Based on the terms of appointment, executive directors and the non-executive and non-Independent chairman are subject to retirement by rotation. Accordingly, Mr. Bernd Michael Perschke (DIN 10194539) retires by rotation at the 31^st Annual General Meeting and being eligible, offers himself for re-appointment. Brief profile of Mr. Bernd Michael Perschke has been given in the Notice convening the Annual General Meeting. Based on performance evaluation and the recommendation of the nomination and remuneration committee, the Board recommends his re-appointment.

Key Managerial Personnel

In accordance with the provisions of Section(s) 2(51), and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel as on the Boards Report date:

• Mr. Seetepalli Venkat Raghunand - Whole-Time Director

• Mr. Vithal VSSNK Popuri - Chief Financial Officer

• Mr. Adalat Srikanth - Company Secretary & Compliance Officer

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The performance evaluation of the Independent Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The Ministry of Corporate Affairs (MCA) vide Notification No. G.S.R. 804(E) dated October 22, 2019 and effective from December 01,2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (MCA). All Independent Directors of your Company are registered with IICA.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel and other employees and their remuneration.

The Nomination and Remuneration Policy is placed on website of the Company at https:/ /www.aiontech.ai/ investor-corner/other-polices.

The Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this Report.

MEETINGS:

During the year under review, 9 (Nine) Board Meetings, 6 (Six) Audit Committee Meetings, 3 (Three) Nomination and Remuneration Committee Meeting, 5 (Five) Stakeholder Relationship Committee Meetings and 1 (One) Independent Directors Meeting were convened and held. The details of which are given in the Corporate Governance Report.

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of Board of Directors (SS-1) and General Meetings (SS-2).

The intervening gap between the Meetings were within the period prescribed under the Companies Act, 2013 and Listing Regulations.

COMMITTEES OF THE BOARD:

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance of these Committees during the year have been enumerated in the Corporate Governance Report.

AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details on the familiarization program for Independent Directors are reported in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES AND ASSOCIATES:

Members may note that in line with the Companys vision to expand its product offerings and contribute to sustainable development, the Company has initiated the development of a SaaS-based zero emissions fleet solutions product three quarters ago. The product is now in advanced stage of development and is on track for a pilot launch. With a view to complete the development of this product by an independent entity, the Company has incorporated a wholly owned subsidiary during the financial year and this Subsidiary has come into existence on December 19, 2024.

As on March 31, 2025, the Company has two wholly owned subsidiary Companies:

a) Staytop Systems Inc., having its Registered Office situated at 9660 Falls of Neuse Rd., Ste. 138 Unit 161, Raleigh, North Carolina, 27615 and

b) Roqit Green Fleet Digital Solutions Private Limited, having its Registered Office at 6^th Floor, AIC Atal Incubation, Wing C, Plot 1/C, Survey No. 83/1, Madhapur, Shaikpet, Hyderabad - 500 081, Telangana, India.

During the year under review, Wowtruck Technologies Private Limited (formerly known as Equitas Technologies Private Limited) having its Registered Office situated at 601, 6^h Floor, Phase I, Spencer Plaza, 769, Anna Salai, Mount Road, Chennai - 600002, Tamil Nadu, has ceased to be the Subsidiary of the Company with effect from October 03, 2024 on account of sale of entire stake by the Company.

During the year under review, the Company has invested Rs.61 lakhs in Roqit Greenfleet Digital Solutions Private Limited, a wholly owned subsidiary of the Company. Apart from this, no further investments were made in the subsidiaries. Other than the above no other company is Associate or Joint Venture during the year under review.

Out of the above two subsidiaries, M/s. Staytop Systems Inc is a material subsidiary of the Company as per the thresholds laid down under Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Company has framed a policy on Material Subsidiaries as approved by the Board and the same has been uploaded on the Companys website https://www.aiontech.ai/investor- corner/other-polices.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is in the prescribed format AOC-1 are appended as "ANNEXURE - 1 " to the Boards report.

As informed in the previous paragraphs, post the financial year end date, consequent to the acquisition of controlling stake in ETO Motors Private Limited by the Company, ETO Motors Private Limited has become the subsidiary of the Company with effect from May 12, 2025. Since ETO Motors Private Limited has a wholly owned subsidiary by the name ETO Mobility Services Private Limited, this company has become a step-down subsidiary of the Company with effect from May 12, 2025.

CONSOLIDATED FINANCIAL STATEMENTS:

The Board of Directors (the Board) reviewed the affairs of the Subsidiaries. In accordance with Section 129 (3) of the Companies Act, 2013 and applicable Accounting Standards, the Company has prepared consolidated financial statements of the Company and its subsidiaries which will form part of the Annual Report.

In accordance with Section 136 of the Companies Act, 2013 the Audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on website of the Company https://www.aiontech.ai/ investor-corner/result-reports. These documents will also be available for inspection during the business hours at the registered office of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

At AION-TECH, we maintain a system of well- established policies and procedures for internal control of operations and activities. We constantly strive to integrate the entire organization, strategic support functions, such as finance, human resources, and regulatory affairs into core operations, such as Analytics segment, consulting services and license reselling, technical, support, and the supply chain. The internal audit function is further strengthened in conjunction with the statutory auditors to monitor statutory and operational matters. Adherence to statutory compliance is a key focus area for the entire leadership team of the Company.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the internal auditors and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself to the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed. Internal Audit system brings significant issues to the attention of the Audit Committee for periodic review. However, the Company recognizes that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

DEPOSITS:

The deposits covered under Chapter V of the Companies Act, 2013 were neither accepted during the year nor remained unpaid or unclaimed as at the end of the financial year 2024-25. As such, there has been no default in repayment of deposits or payment of interest thereon at the beginning or at the end of the year.

COST RECORDS:

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is not applicable on the Company. Accordingly, such records are not made and maintained.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of Companies Act, 2013, every company having net worth of rupees five hundred crore or more or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more, during immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board. During the year under review, the provisions of Section 135 of the Act relating to Corporate Social Responsibility (CSR) were not applicable to the Company.

INSURANCE:

All the properties of your Company including its building, systems, servers & Machinery has been covered by adequate Insurance Coverage. The Company has in place a D&O Policy which is renewed every year. It covers directors (including independent directors) and officers of the Company and its subsidiaries. The Board is of the opinion that the quantum and risks presently covered are adequate.

AUDITORS:

Statutory Auditors:

M/s. P. Murali & Co., Chartered Accountants, Hyderabad were appointed as the statutory auditors of the Company by the Board of Directors of the Company in their meeting held on May 27, 2022 for a term of 5 (Five) consecutive years commencing from the conclusion of the 28^th Annual General Meeting until the conclusion of the 33rd Annual General Meeting. The appointment was also approved by the members of the Company by way Ordinary Resolution in the 28^th Annual General Meeting of the Company held on 28^th September, 2022.

Pursuant to the amendments made to Section 139 by the Companies (Amendment) Act, 2017, effective from May 7, 2018, the requirement of seeking ratification of the members for appointment of Statutory Auditors has been withdrawn. In view of the same, the ratification of members for continuance of appointed M/s. P. Murali & Co., Chartered Accountants, as the Statutory Auditors of the Company, will not be sought in the ensuing Annual General Meetings.

The Audit Committee of your Company meets periodically with Statutory Auditors and Internal Auditors to review the performance of the Internal Audit, to discuss the nature and scope of statutory auditors functions, and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, the statutory auditor and the internal auditor have full access to the Members of the Audit Committee to discuss any matter of substance.

The Report of the Auditors for the year ended March 31, 2025 forming part of this Annual Report does not contain any qualification, reservation, observation, adverse remark or disclaimer.

Internal Auditors:

M/s. CKS & Associates, Chartered Accountants, Hyderabad were appointed as internal Auditors for conducting the internal audit of the company for the financial year 2024-25. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee on a periodical basis and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

Secretarial Auditor:

The company had appointed M/s. Prathap Satla & Associates, Practising Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the financial year 2024-25 pursuant to provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report for the financial year 2024-25 is annexed herewith as "ANNEXURE - 3" to the Board Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards.

Further, pursuant to the provisions of the Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and basis the recommendation of the Audit Committee, the Board of Directors of your Company appointed M/s. Prathap Satla & Associates, Practising Company Secretaries, Hyderabad as Secretarial Auditors of the Company for a term of five (5) consecutive financial years (FY) commencing from FY 202526 to FY 2029-30, subject to the approval of Members in ensuing Annual General Meeting.

M/s. Prathap Satla & Associates, Practising Company Secretaries, have provided their consent to be appointed as Secretarial Auditors of the Company for a term of five (5) consecutive Financial Years (FY) commencing from FY 2025-26 to FY 2029-30 and also confirmed that they are not disqualified to be appointed as Secretarial Auditors of the Company. They have also confirmed that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India (ICSI) and hold a valid certificate issued by the Peer Review Board of the ICSI.

The appropriate resolution seeking approval of the Members of the Company for the appointment of M/s. Prathap Satla &

Associates, Practising Company Secretaries, Hyderabad as Secretarial Auditors of the Company is being placed in the Notice of 31st Annual General Meeting.

Annual Secretarial Compliance Report:

M/s. Prathap Satla & Associates, Practising Company Secretaries, Hyderabad had undertaken an audit for the financial year ended March 31, 2025 and accordingly issued the Annual Secretarial Compliance Report for the year ended 31^st March, 2025, with all applicable compliances as per SEBIs Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Prathap Satla & Associates, Practising Company Secretaries, Hyderabad had been submitted to the Stock Exchanges.

Reporting of frauds by auditors:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported any instances of fraud committed against the Company by its officers or employees to the audit committee, under Section 143 (12) of the Companies Act, 2013.

SECRETARIAL STANDARDS:

The Board has devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of The Companies Act, 2013 are given in Note no. 32 of Standalone Financial Statements and to Note no. 32 of Consolidated Financial Statements.

RELATED PARTY DISCLOSURES:

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or with entities where promoter/KMPs /Directors are interested and other related parties who may have potential conflict of interest with the Company. All the related party transactions which were entered into by the Company during the year under review, were on arms length basis and in the ordinary course of business. The related party transactions are disclosed in the notes to the accounts, as per the relevant accounting standards.

The Company has not entered into any Material Related Party Transactions, other than what is disclosed in this Report elsewhere, as per the provisions of the Companies Act, 2013 and a confirmation to this effect as required under section 134(3)(h) of the Companies Act, 2013 is given in Form AOC-2 as ANNEXURE - 2, which forms part of this Annual Report.

During the year, pursuant to Regulation 23 of the SEBI Listing Regulations, all related party transactions were placed before the Audit Committee for approval and also disclosed to the stock exchanges as per requirement. The same are also available on the website of the Company.

A Policy on materiality of RPTs stipulating the threshold limits and also on dealing with, pursuant to SEBI Listing Regulations has been placed on the Companys website https:// www.aiontech.ai /investor-corner/.

RISK MANAGEMENT:

Pursuant to Section 134 (3) (n) and Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with relevant provisions of the Companies Act 2013, the Company is implementing all measures to mitigate and manage the risk including identification therein of elements of risk if any which in the opinion of the Board may threaten the existence of the company.

At present the company has not identified any element of risk which may threaten the existence of the company.

PREVENTION OF INSIDER TRADING:

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair Disclosures and a copy of the same are available on companys website at https://www.aiontech.ai/investor-corner.

The Company has also implemented a structured digital database for maintaining records of Unpublished Price Sensitive Information and to ensure compliance with Regulation 3 (5) of SEBI (PIT) Regulations, 2015.

POLICIES UNDER SEBI (LODR) REGULATIONS 2015:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The Board has formulated and adopted, inter alia, the following policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

• Code of Conduct for Board of Directors and Senior Management.

• Code of Conduct for Prohibition of Insider Trading.

• Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions

• Policy on Material Subsidiary

• Archival Policy

• Determination of Materiality of Events

• Preservation of Documents Policy

All the policies adopted are hosted on the website of the Company https://www. aiontech.ai/investor-corner. The policies are reviewed periodically by the Board and updated as needed.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

As per the provisions of the Section 177 (9) & (10) of the Companies Act 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a Vigil Mechanism called Whistle Blower Policy for directors and employees to report the management /Audit Committee instances of unethical behavior, actual or suspected, fraud or violation of companys code of conduct or ethics policy. There were no allegations/disclosures/concerns received during the year under review in terms of the vigil mechanism established by the Company.

The Vigil Mechanism also provided adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit committee in exceptional cases further it has also been uploaded in the Companys web site; https://www.aiontech.ai/investor-corner/

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company strongly supports the rights of all its employees to work in an environment free from all forms of harassment. In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary or contractual are covered under the above policy. The policy aims to provide protection to Employees at the workplace.

An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. To build awareness in this area, the Company has been conducting awareness sessions during induction. During the year under review, no complaints pertaining to sexual harassment of women employees were reported.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 (3) (a) and 134 (3) (a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2024-25 is available on the website of the Company at www.aiontech. at/investor-corner

LISTING ON STOCK EXCHANGES:

Presently, the Companys Shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company confirms that it has paid Annual Listing Fees due to all the Stock Exchanges where the Companys securities are listed for the year 2025-26.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

As per the Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 the Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are attached as "ANNEXURE - 4" and "ANNEXURE - 5" respectively, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance.

WHOLE-TIME DIRECTOR AND CFO CERTIFICATION:

As required under the SEBI (LODR) Regulations, 2015, the Whole-Time Director and the CFO Certification is attached to Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of

independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that he/ she meets the criteria of independence as provided in clause (b) of subregulation (1) of regulation 16 and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s). The Directors possess integrity, expertise and experience in their respective fields.

NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent/Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year i.e. 31^st March, 2025 to which the financial statements relate and the date of the Report except for the fact that as

approved by the Board at its meeting held on February 13, 2025 and also as approved by the Members at their meeting held on March 10, 2025, the Company has completed the Preferential Allotment of shares for consideration other than cash, i.e., by way of swap of shares, and acquired controlling stake in ETO Motors Private Limited. As this allotment was made by the Company on May 12, 2025, ETO Motors Private Limited has become the subsidiary of the Company with effect from that date. The Company has received all the required approvals from the Ministry of Corporate Affairs, the BSE Limited and National Stock Exchange of India Limited.

PARTICULARS OF CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

Information on conservation of energy, technology absorption, foreign exchange and outgo as required under sec 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the companies (Account) Rules, 2014 is annexed herewith as "ANNEXURE - 6".

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) are enclosed as "ANNEXURE - 7" to the Boards report.

During the year, none of the employees is drawing a remuneration of Rs. 1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the Shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Members who are interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working days of the Company upto the date of the 31^st Annual General Meeting.

PERSONNEL:

Personnel relations have remained very cordial during the period.

GOING CONCERN STATUS:

There were no significant and material orders passed by Regulators or Courts or Tribunal impacting the Companys going concern status and/or its future operations.

OTHER DISCLOSURES:

a) Withdrawal of Rights Issue:

The Board, at its meeting held on February 13, 2025 has decided to withdraw the Rights Issue proposal which was earlier approved by the Board of Directors at their meetings held on April 29, 2024 and on November 09, 2023.

b) Termination of Joint venture with Quantron AG:

The Board, at its meeting held on February 13, 2025 has decided to terminate the Joint Venture Agreement dated November 09, 2023 entered into with Quantron AG, Germany by the Company, consequent to the initiation of insolvency proceedings against Quantron in Germany.

C. Demat of Promoter Holding:

As on March 31, 2025, 100% of the Promoter and Promoter Group shareholding of the Company is held in dematerialization form in compliance with Regulation 31 of SEBI (LODR) Regulations, 2015.

ACKNOWLEDGEMENTS

Your Directors convey their sincere thanks to ICICI Bank and State Bank of India for their support, guidance and assistance.

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, consultants, investors for their continued support and faith reposed in the Company.

For and on behalf of the Board of
AION-TECH SOLUTIONS LIMITED
Sd/-	Sd/-
Paul Sashikumar Lam	Seetepalli Venkat
Director	Raghunand
	Whole-Time Director
(DIN: 00016679)	(DIN: 10267020)
Place: Hyderabad
Date: 29.08.2025