The Board of Directors are pleased to present the Company's 31^st Annual Report and the
Company's 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:

In Millinns Fvriant Othiarwisia ^tntiarn

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

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-Tech's
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 In¬
principal 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

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 Board's 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.

DIRECTOR'S 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
Company's 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 Company's
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 company's
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 Board's 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 33 ^d 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 2025¬
26 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 SEBI's
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 Company's 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 company's 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 company's
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 Company's 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 Company's 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 Company's
securities are listed for the year 2025-26.

CORP OR ATE GOVE RN ANC E AN D
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 Company's 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 sub¬
regulation (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 Board's 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 Company's 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 Company's 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