Directors Report of AION-TECH Solutions Ltd.

Mar 31, 2025

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

Particulars	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 â 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 â 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

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 InÂ¬
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:

â¢ 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.

â¢ 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:

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

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

â¢ 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:

â¢ 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:

â¢ Mr. Seetepalli Venkat Raghunand â
Whole-Time Director

â¢ Mr. Vithal VSSNK Popuri - Chief
Financial Officer

â¢ 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
âANNEXURE - 1 â 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.

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 â 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^thSeptember, 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
âANNEXURE - 3â 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 2025Â¬
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
âANNEXURE - 4â and âANNEXURE - 5â
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 subÂ¬
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 âANNEXURE - 6â.

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
âANNEXURE - 7â 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

Mar 31, 2024

The Board of Directors are pleased to present the Company''s Thirtieth Annual Report and the Company''s audited financial statements (standalone and consolidated) for the financial year ended March 31,2024.

FINANCIAL PERFORMANCE:

The financial highlights of the Company for the year ended on 31^st March, 2024 are summarized as below:

(Rs. In Millions Except Otherwise Stated)

Particulars	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	790.08	748.60	932.76	929.61
Other Income	12.33	11.35	12.46	11.35
Total Expenses	752.13	711.03	934.40	911.00
Operating Profit (PBIDT)	50.28	48.92	10.82	29.96
Interest	5.70	3.36	10.18	5.46
Depreciation & Amortization expense	15.95	7.47	17.07	8.20
Profit before Tax	28.63	38.09	(16.43)	16.30
Current Tax	7.80	12.42	7.94	12.56
Taxes of Earlier Years	(1.16)	-	(1.16)	-
Deferred Tax	(1.40)	(0.82)	(1.40)	(0.82)
Profit for the year	23.39	26.49	(21.81)	4.56
Other Comprehensive IncomeRe-measurement of gains on defined benefit plan	0.24	1.56	(0.68)	5.61
Income tax effect	(0.07)	(0.43)	(0.07)	(0.43)
Total Comprehensive Income for the Year	23.56	27.62	(22.56)	15.81
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)	0.68	0.77	(0.63)	0.13
Net Worth	599.78	576.23	670.73	691.01
Book Value in Rs. (Face Value of Rs. 10/- each )	17.34	16.66	19.40	19.98

STATE OF AFFAIRS/GENERAL REVIEW OF OPERATIONS:

Standalone:

During the year under review, your Company has reached Standalone turnover of Rs.790.08 million as against a turnover of Rs. 748.60 million during the previous year. The Standalone Net Profit is Rs. 23.39 million during the year in comparison to Net Profit of Rs. 26.49 million during the previous year.

Consolidated:

During the year under review, your Company has reached a consolidated turnover of Rs. 932.76 million as compared to Rs. 929.61 million for the previous financial year. The Consolidated Net Loss for the year 2023-24 is Rs. 21.81 million in comparison to Net Profit Rs. 4.56 million during the previous year.

TRANSFER TO GENERAL RESERVES:

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

DIVIDEND:

During the year the Company does not have adequate profits and hence, your Board has not recommended any dividend for the financial year 2023-24.

SHARE CAPITAL:

During the year under review there were no changes in authorized capital and the paid-up share capital of the Company. The Authorised Share Capital of the company is Rs. 50,00,00,000 (Rupees Fifty Crores Only) divided in to 5,00,00,000 (Five 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) equity shares of Rs 10/- each

As on March 31, 2024, 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):

The management is of the view that Equity based compensation is considered to be integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives. Management believes that equity-based compensation schemes are an effective tool to reward the employees of the Company in the growth of the Company, to create an employee ownership in the Company, to attract new talents, to retain the key resources in the organization and for the benefit of the present and future employees of the Company. With this objective, management intends to implement the Employee Stock Option Plan 2022 for the employees of the Company.

Further the management is keen on implementing the equity based compesation to its'' employees in this regard the Board again in their meeting held on 11^th February, 2022 has discussed on implementation of the ''Goldstone Technologies Limited Employee Stock Option Plan-2022'' (''GTLESOP 2022'') and in view of the same and in pursuance of the Section 62 of the Companies Act, 2013 and rules thereof, SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (LODR) Regulations, 2015 and other relevant provisions, the Board of Directors of the Company at their meeting held on 11^thFebruary, 2022 has approved the ''Goldstone Technologies Limited Employee Stock Option Plan-2022'' (''GTLESOP 2022''), and the same was also approved by the shareholders vide special resolution passed through postal ballot notice dated 28^th March, 2022 the resolution was deemed to approved by the members as on 15^th May, 2022 (Last date of E-Voting for Postal Ballot). The management is taking further steps to implement ''Goldstone Technologies Limited Employee Stock Option Plan-2022'' (''GTLESOP

2022'') in the best interest of the Company as well as its'' Employees. 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 were made.

Appointments:

â¢ Based on the recommendations of the Nomination and Remuneration Committee and approval of the Board Mr. Srinivas Chilukuri was appointed as the Chief Executive Officer (CEO) and Whole Time Key Managerial Personnel (KMP) of the Company with effect from 29^th May, 2023, for a term of Three years i.e. upto 28^th May, 2026, subject to approval of members. However, the Board of Directors of the Company (Based on the recommendations of the Nomination and Remuneration Committee), has approved Change in role of Mr. Srinivas Chilukuri from the position of CEO to enable him to focus on building new product development in the field of emerging Technologies like Artificial Intelligence etc. Accordingly, Mr. Srinivas Chilukuri ceased to be the Chief Executive

Officer (CEO) and Whole Time Key Managerial Personnel (KMP) of the Company with effect from 10.08.2023.

â¢ Mr. Bernd Michael Perschke (DIN: 10194539) was appointed as an Additional Director of the Company with effect from 10^th August, 2023, in the Board meeting held on 10^th August, 2023 and his appointment was approved and regularized by the members in the 29^thAnnual General meeting of the company held on 28^th September, 2023.

â¢ Mr. Seetepalli Venkat Raghunand (DIN: 1 0267020) was appointed as an Additional Director and Executive Director of the Company with effect from 10^thAugust, 2023, in the Board meeting held on 10^th August, 2023 and his appointment was approved and regularized by the members in the 29^th Annual General meeting of the company held on 28^thSeptember, 2023.

â¢ Mr. Paul Sashikumar Lam, Non-Executive Non-Independent Director, was first appointed on the Board of the Company on October 30, 2007 in terms of Companies Act, 1956. Mr Paul Sashikumar Lam, belongs to promoter group of the Company. The Securities and Exchange Board of India (SEBI) has amended the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 vide circular dated May 9, 2018, which requires continuance of any Non-Executive Director who has attained the age of 75 years after seeking the prior approval of shareholders by way of a Special Resolution. Mr. Paul Sashikumar Lam shall attain the age of 75 years on October 25, 2024, hence approval by way of Special Resolution is placed before the shareholders at the 30^th Annual General Meeting in order to comply with the aforesaid circular.

Resignations:

â¢ None of the Directors of the Company have resigned during the financial year 202324.

â¢ After the closure of the financial year 2023-24, Mrs. Niralee Rasesh Kotdawala, Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company, has submitted her resignation to pursue an alternate career opportunity outside the Organization. The Board acknowledged her resignation during its meeting held on July 19, 2024, and Mrs. Niralee Rasesh Kotdawala will be relieved from her duties with effect from the close of business hours on September 5, 2024.

Retire by Rotation:

â¢ Based on the terms of appointment, executive directors and the non-executive and non-Independent chairman are subject to retirement by rotation. Accordingly, Mr. Clinton Travis Caddell (DIN: 01416681), retires by rotation at the 30^th Annual General Meeting and being eligible, offers himself for re-appointment. Brief profile of Mr. Clinton Travis Caddell 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.

End of the second term of Mr. K S Sarma as an Independent Director:

Mr. K S Sarma, was appointed as the Independent Director on the Board of the Company w.e.f. 31.07.2008. During the year 2014, in order to implement the newly established provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement as amended by the Securities and Exchange Board of India (SEBI), with the approval of the members in the Annual General meeting held on 27^th September, 2014, Mr. K S Sarma was

appointed as the Independent Director of the Company for the first term of five year i.e. w.e.f. 27^th September, 2014 till 26^th September, 2019. The members of the Company in their meeting held on 26^th September, 2019 once again appointed Mr. K S Sarma as an Independent Director of the Company for the Second term of five year i.e. w.e.f. 27^thSeptember, 2019 till 26^th September, 2024. Hence, the second term of Mr. K S Sarma as an Independent Director of the Company is expiring on 26^th September, 2024. As per the provisions of Section 149 (11) of the Companies Act, 2013 âno independent director shall hold office for more than two consecutive termsâ. Accordingly, Mr. K S Sarma who shall be completing two terms of 5 years each as an Independent Director of the Company on 26^thSeptember, 2024, cannot continue as the Independent Director of the Company. Hence, his term as an Independent Director shall end on 26^th September, 2024.

Key Managerial Personnel

â¢ In accordance with the provisions of Section(s) 2(51), and 203 of the Companies Act, 2013 read with the Com p a n ies ( App oin tm ent a n d Remuneration of Managerial Personnel) Rules, 2014.The following are the Key Managerial Personnel as on the Board''s Report date:

â¢ Mr. Pavan Chavali - Managing Director

â¢ Mr. Vithal VSSNK Popuri - Chief Financial Officer

â¢ Ms. Niralee Rasesh Kotdawala - Company Secretary & Compliance Officer (Ms. Niralee Rasesh Kotdawala has resigned from her position as Company Secretary & Compliance Officer vide resignation dated 19^th July, 2024 and will be relieved from her duty with effect from the close of business hours on September 5, 2024.

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 (''IICA''). 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, 8 (Eight) Board Meetings, 6 (Six) Audit Committee Meetings, 5 (Five) Nomination and Remuneration Committee Meeting, 6 (Six) 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 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:

As on 31^st March 2024, we are having 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) Wowtruck Technologies Private Limited (formerly known as Equitas Technologies Private Limited) having its Registered Office situated at 601, 6* Floor, Phase I, Spencer Plaza, 769, Anna

Salai, Mount Road, Chennai â 600002, Tamil Nadu.

During the year under review, 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.

Both the company''s subsidiaries i.e. M/s. Staytop Systems Inc and M/s. Wowtruck Technologies Private Limited (formerly known as M/s. Equitas Technologies Private Limited, are material subsidiaries of the Company as per the thresholds laid down under the applicable regulations 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 âANNEXURE - 1 â to the Board''s report.

We would like to bring to the notice of the member that, after the closure of the financial year the Board in its meeting held on 8th August, 2024 has decided to Divest/sell the entire 100% Equity Investment stake in its wholly owned subsidiary namely M/s. Wowtruck Technologies Private Limited (âWTPLâ) in favour of M/s. TRENTAR PRIVATE LIMITED (herein after referred to as âTRENTARâ / âIdentified Buyerâ), a company incorporated under the provisions of the Companies Act, 2013, CIN: U40100MH2021PTC360196 and having its registered office at First Floor, Fobeoz Tower, Ramchandra Lane, Malad West, Mumbai, Maharashtra, India, 400064 for a consideration of not less than INR 10,00,00,000/- (Rupees Ten Crores Only) and in accordance with the terms

and conditions as may be agreed in writing by and amongst AION-TECH Solutions Limited and TRENTAR Private Limited. Consequently, considering the provisions of Regulation 24, 37A and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements, 2015 as amended from time to time and Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the company has issued a Postal Ballot Notice dated 8th August, 2024 seeking approval of the members for the divestment / sell of 100% stake in M/s. Wowtruck Technologies Private Limited. The copies of Postal Ballot Notice (''Notice'') along with the Explanatory Statement has been sent on Friday, 9th August, 2024 to those Members whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company/ Depositories respectively as at close of business hours on Friday 2nd August, 2024 (the ''Cut-off date'') and whose e-mail IDs are registered with the Company/Depositories. The e-voting period has commenced from 9.00 a.m. (IST) on Monday, the 12th August, 2024 and shall end at 5:00 p.m. (IST) on Tuesday, the 10th September, 2024. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.

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 we have 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 as 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

2023- 24. 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. As your company doesn''t fall under the provisions of section 135 of Companies Act, 2013, hence it is not applicable to 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:

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^thSeptember, 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 31^st March, 2024 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 2023-24. 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 2023-24 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 2023-24 is annexed herewith as âANNEXURE - 3â 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.

Annual Secretarial Compliance Report:

M/s. Prathap Satla & Associates, Practising Company Secretaries, Hyderabad had undertaken an audit for the financial year ended March 31,2024 and accordingly issued the Annual Secretarial Compliance Report for the year ended 31^st March, 2024, 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. 31 of Standalone Financial Statements and to Note no. 30 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 Material Related Party Transactions 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 on half yearly basis. 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.

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 the following policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

V Archival Policy

V Policy on Material Subsidiary

V Determination of Materiality of Events

V Preservation of Documents Policy

All the policies adopted are hosted on the w e b s i t e o f t h e C o m p a n y 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:

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:

In pursuant to the provisions of Section 134 (3)(a) of the Companies Act, 2013, extract of Annual Return in form MGT-9 is placed on the website of the Company. Pursuant to provisions of section 92(3) of the Act, Form MGT-9 is available on the website of the company at www.aiontech.ai/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 2024-25.

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 âANNEXURE - 4â and âANNEXURE - 5â respectively, together with the Certificate from the auditors of the Company regarding

compliance with the requirements of Corporate Governance.

MANAGING DIRECTOR AND CFO CERTIFICATION:

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

DECLARATION BY INDEPENDENT DI RECTOR S AN D STATE ME NT O N 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 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, 2024 to which the financial statements relate and the date of the Report except for the fact as per the decision taken in the board meeting dated 8^thAugust, 2024, the Company has entered into a Share Purchase Agreement (âSPAâ) with M/s. TRENTAR PRIVATE LIMITED (herein after referred to as âTRENTARâ / âIdentified Buyerâ), a company incorporated under the provisions of the Companies Act, 2013, CIN: U40100MH2021PTC360196 and having its registered office at First Floor, Fobeoz Tower, Ramchandra Lane, Malad West, Mumbai, Maharashtra, India, 400064 for sale of its entire 100% stake in its material Subsidiary ie. M/s. Wowtruck Technologies Limited for a total consideration of not less than INR 10,00,00,000/- (Rupees Ten Crore Only) and in accordance with the terms and conditions as may be agreed in writing by and amongst AION-TECH Solutions Limited and TRENTAR Private Limited. This transaction is Subject to obtaining the Shareholders approval and further satisfactory completion of the respective precedent by the parties in accordance with the terms and conditions as agreed to between the parties vide SPA, the transaction is expected to be completed in next 6 months. Accordingly, considering the provisions of Regulation 24, 37A and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements, 2015

as amended from time to time and Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the company has issued a Postal Ballot Notice dated 8th August, 2024 seeking approval of the members for the divestment / sell of 100% stake in M/s. Wowtruck Technologies Private Limited. The copies of Postal Ballot Notice (''Notice'') along with the Explanatory Statement has been sent on Friday, 9th August, 2024 to those Members whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company/ Depositories respectively as at close of business hours on Friday 2nd August, 2024 (the ''Cut-off date'') and whose e-mail IDs are registered with the Company/Depositories. The e-voting period has commenced from 9.00 a.m. (IST) on Monday, the 12th August, 2024 and shall end at 5:00 p.m. (IST) on Tuesday, the 10th September, 2024. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.

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 âANNEXURE - 6â.

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 âANNEXURE - 7â 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 30^th 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.

EVENT BASED DISCLOSURES:

a) Change of Name of the Company:

In pursuance of the Companies Act, 2013 and all the applicable rules issued under the Companies Act, 2013, the Board of Directors of the Company in their meeting held on 29th May, 2023 decided to change the Name of the Company from âGOLDSTONE TECHNOLOGIES LIMITEDâ to âAION-TECH SOLUTIONS LIMITEDâ. Further as per the provisions of section 13

of the Companies Act, 2013, approval of the shareholders as required to be accorded for changing the name of the Company and subsequent alteration in the Memorandum of Association and Articles of Association was obtained vide passing Special Resolution in the 29th Annual General meeting of the Company held on 28th September, 2023. The Approval of the Registrar of Companies, Hyderabad was received vide issuance of Change of Name Certificate on 7th December, 2023. The Change of Name of the Company to AION-TECH Solutions Limited has been approved by BSE Ltd and The National Stock Exchange of India Limited w.e.f. 17th January, 2024.

b) Joint venture with German e-mobility major - Quantron AG:

The Company has entered into a Joint Venture Agreement with a German e-mobility major, Quantron AG (âQAGâ) on 10 November, 2023 to set up a Joint Venture Company. The main objective of the Joint Venture Company is to build a unique transaction platform with various digital solutions for meeting the needs of zero-emission fleets (Fleet Operating Companies, Logistics Companies, Automobile companies) in EV and Hydrogen mobility. The JV will develop Al-driven software solutions that can be used independently by the manufacturer (OEM), such as large fleet customers. On the other hand, the JV will also include services and sales functions for making third-party services available for Customers and any other Field as agreed by both JV partners mutually. Any further updates on the incorporation of the JV company shall be informed/disseminated to the members through announcements to stock exchanges.

c) Raising of funds through Rights Issue

The Board of Directors in their meeting held on 9th November, 2023 considered and

approved raising of funds vide Rights issue by way of issuance of Equity Shares of the face value of Rs. 10 each fully paid up alongwith Detachable Warrants ("Rights Securities") , to the eligible equity shareholders of the Company as on the record date(to be notified later) for a maximum amount of not exceeding Rs. 25 Crores ("the Rights " / "Issue") , subject to applicable laws. M/s Corporate Professionals Capital (P) Ltd, SEBI Registered Category I Merchant Bankers have been appointed to act as a âLead further Manager to the Issueâ. However, it may be noted that the Board of Directors in their meeting held on April 29, 2024 has decided to issue Partly paid-up Equity Shares, instead of Equity Shares coupled with Detachable Warrants and approved the following terms of Rights Issue:

i) Instrument: Partly paid-up Equity Shares.

ii) Rights Issue Size: Not exceeding Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only).

In this regards, the Board also Constituted ''Rights Issue Committee'' to decide and finalize the issue price, no. of Rights shares to be issued and other terms and conditions of the Issue, including but not limiting to deciding the rights entitlement ratio, record date, timing, terms and schedule of payment, from time to time etc.

d) Postal Ballot Notice sent on 23^rd February, 2024:

Based on the approval of the Board of Directors of the Company in their meetings held on 22^nd February, 2024, the Postal Ballot notice dated 22^nd February, 2024 was sent on Friday, 23^th February, 2024 to those Members of the Company whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company/ Depositories

respectively as at close of business hours on Friday 16^th February, 2024 (the ''Cut-off date'') seeking their approval for Sale of Unused factory land admeasuring 20,455.13 sq. mts including factory structures thereon owned by the Company. The remote e-voting period for this postal ballot notice commenced on Monday, February 26, 2024 from 9.00 a.m. (IST) and ended on Tuesday, March 26, 2024 at 5.00 p.m. (IST) and the special resolution for approval of Sale of Unused factory land admeasuring 20,455.13 sq. mts including factory structures thereon owned by the Company was deemed to be approved on March 26, 2024. (the last date of E-Voting).

e) Postal Ballot Notice sent on 9^th August, 2024:

Based on the approval of the Board of Directors of the Company in their meetings held on 8^th August, 2024, the Postal Ballot notice dated 8^th August, 2024 was sent on Friday, 9^th August, 2024 to those Members of the Company whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company/ Depositories respectively as at close of business hours on Friday, 2^ndAugust, 2024 (the ''Cut-off date'') seeking their approval for Sale of 100% stake in the wholly owned subsidiary Wowtruck Technologies Private Limited. The remote e-voting period for this postal ballot notice has commenced on Monday, August 12, 2024 from 9.00 a.m. (IST) and shall end on Tuesday, September 10, 2024 at 5.00 p.m. (IST) and the special resolution for sale of 100% stake in the wholly owned subsidiary Wowtruck Technologies Private Limited. The

Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e., Tuesday, the 10^th September, 2024. The results for the same shall be declared on or before 12^th September, 2024.

ACKNOWLEDGEMENTS

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

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 Pavan Chavali

Director Managing Director

(DIN: 00016679) (DIN: 08432078)

Place: Hyderabad Date: 29.08.2024

Mar 31, 2023

The Board of Directors are pleased to present the Company''s Twenty Ninth Annual Report and the Company''s audited financial statements (standalone and consolidated) for the financial year ended March 31,2023.

FINANCIAL PERFORMANCE:

The financial highlights of the Company for the year ended on 31^st March, 2023 are summarized as below:

(Rs. In Millions Except Otherwise Stated)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	748.60	549.09	929.61	609.21
Other Income	11.35	27.35	11.35	27.35
Total Expenses	711.03	558.15	911.00	622.64
PBITDA	48.92	18.29	29.96	13.92
Interest	3.36	1.44	5.46	1.52
Depreciation & Amortization expense	7.47	3.78	8.20	3.79
Profit before Tax	38.09	13.07	16.30	8.61
Current Tax	12.42	1.91	12.56	2.07
Deferred Tax	(0.82)	1.46	(0.82)	1.46
Profit for the year	26.49	9.70	4.56	5.08
Other Comprehensive Income Re-measurement of gains on defined benefit plan	1.56	1.83	5.61	5.61
Income tax effect	(0.43)	(0.51)	(0.43)	(0.51)
Total Comprehensive Income for the Year	27.62	11.02	15.81	10.18
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)	0.77	0.37	0.13	0.19
Net Worth	576.23	548.61	691.01	675.11
Book Value in Rs. (Face Value of Rs. 10/- each )	16.66	15.86	19.98	19.52

STATE OF AFFAIRS/GENERAL REVIEW OF OPERATIONS:Standalone:

During the year under review, your Company has achieved Standalone turnover of Rs. 748.60 million as against a turnover of Rs. 549.09 million during the previous year. The Standalone Net Profit is Rs. 26.49 million during the year in comparison to Net Profit of Rs. 9.70 million during the previous year.

Consolidated:

During the year under review, your Company has achieved a consolidated turnover of Rs. 929.61 million as compared to Rs. 609.21 million for the previous financial year. The Consolidated Net Profit for the year 2022-23 is Rs. 4.56 million in comparison to Net Profit Rs. 5.08 million during the previous year.

TRANSFER TO GENERAL RESERVES:

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

DIVIDEND:

During the year the Company does not have adequate profits and hence, your Board has not recommended any dividend for the financial year 2022-23.

SHARE CAPITAL:

As on March 31, 2023, except Mr. L.P. Sashikumar having 757 shares none of the other Directors of the Company hold shares or convertible instruments of the Company.

EMPLOYEE STOCK OPTION PLAN (ESOP):

Further the management is keen on implementing the equity based compensation to its'' employees in this regard the Board again in their meeting held on 11^th February, 2022 has discussed on implementation of the ''Goldstone Technologies Limited Employee Stock Option Plan-2022'' (''GTLESOP 2022'') and in view of the same and in pursuance of the Section 62 of the Companies Act, 2013 and rules thereof, SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (LODR) Regulations, 2015 and other relevant provisions, the Board of Directors of the Company at their meeting held on 11^thFebruary, 2022 has approved the ''Goldstone Technologies Limited Employee Stock Option Plan-2022'' (''GTLESOP 2022''), and the same was also approved by the shareholders vide special resolution passed through postal ballot notice dated 28^th March, 2022 the resolution was deemed to approved by the members as on 15^th May, 2022 (Last date of E-Voting for Postal Ballot). The management is taking further steps to implement ''Goldstone Technologies Limited Employee Stock Option Plan-2022'' (''GTLESOP 2022'') in the best interest of the Company as well as its'' Employees. The 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 were made.

Appointments:

â¢ Mr. Deepankar Tiwari (DIN: 07621583), was appointed as an Independent Director of the company with effect from 14* November, 2022 in the Board Meeting held on 14^th November, 2022 and the same was approved by the members through Special Resolution passed through postal ballot notice dated 10â January, 2023 and the resolution was deemed to approved by the members as on 12^th February, 2023 (Last date of e-Voting for Postal Ballot).

â¢ After the closure of financial year 202223, based on the recommendations of the Nomination and Remuneration Committee and approval of the Board Mr. Srinivas Chilukuri was appointed as the Chief Executive Officer (CEO) and whole time Key Managerial Personnel (KMP) of the Company with effect from 29^th May, 2023, for a term of Three years i.e. upto 28^th May, 2026, subject to approval of members. However, the Board of Directors of the Company (Based on the recommendations of the Nomination and Remuneration Committee), has approved Change in role of Mr. Srinivas Chilukuri from the position of CEO to enable him to focus on building new product development in the field of emerging Technologies like Artificial Intelligence etc. His role and designation would be decided by the board after receiving the detailed product development plan from him. Accordingly, Mr. Srinivas Chilukuri ceased to be the Chief Executive Officer (CEO) and Whole Time

Key Managerial Personnel (KMP) of the Company with effect from 10.08.2023.

â¢ Mr. Bernd Michael Perschke (DIN: 10194539) was appointed as an Additional Director of the Company with effect from 10^th August, 2023, in the Board meeting held on 10^th August, 2023. The Board recommends the Ordinary Resolution set out at Item no. 3 of the Notice for approval of the Members. Brief profile of Mr. Bernd Michael Perschke has been given in the Notice convening the Annual General Meeting.

â¢ Mr. Seetepalli Venkat Raghunand (DIN: 10267020) was appointed as an Additional Director and Executive Director of the Company with effect from 10^th August, 2023, in the Board meeting held on 10^thAugust, 2023. The Board recommends the Special Resolution set out at Item no. 4 & 5 of the Notice for approval of the Members. Brief profile of Mr. Settepali Venkat Raghunand has been given in the Notice convening the Annual General Meeting.

Retire by Rotation:

â¢ Based on the terms of appointment, executive directors and the non-executive and non-independent chairman are subject to retirement by rotation. Accordingly, Mr. Paul Sashikumar Lam (DIN: 00016679), retires by rotation at the 29^th Annual General Meeting and being eligible, offers himself for re-appointment. Brief profile of Mr. Paul Sashikumar Lam 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.

Resignations & Cessation:

â¢ Mr. Venkata Ramana Vedula (DIN: 02660082) has resigned as the Independent Director of the Company with

effect from 14^th November, 2022 due to personal reasons and pre-occupations.

â¢ The Board of Directors of the Company (Based on the recommendations of the Nomination and Remuneration Committee), has approved Change in role of Mr. Srinivas Chilukuri from the position of CEO to enable him to focus on building new product development in the field of emerging Technologies like Artificial Intelligence etc. His role and designation would be decided by the board after receiving the detailed product development plan from him. Accordingly, Mr. Srinivas Chilukuri ceased to be the Chief Executive Officer (CEO) and Whole Time Key Managerial Personnel (KMP) of the Company with effect from 10.08.2023.

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:

â¢ Mr. Pavan Chavali - Managing Director

â¢ Mr. Vithal VSSNK Popuri - Chief Financial Officer

â¢ Ms. Niralee Rasesh Kotdawala -

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 (''IICA''). 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 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, 8 (Eight) Board Meetings, 6 (Six) Audit Committee Meetings, 3 (Three) Nomination and Remuneration Committee Meeting, 6 (Six) 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 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:

As on 31^st March 2023, we are having 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) Wowtruck Technologies Private Limited (formerly known as Equitas Technologies Private Limited) having its Registered Office situated at 601,6^hFloor, Phase I, Spencer Plaza, 769, Anna Salai, Mount Road, Chennai â 600002, Tamil Nadu.

We would like to bring to the notice of the members that during the financial year, the Board in its meeting held on 16^th May, 2022 had decided to acquire substantial stake ranging from 51% to 100% in the equity share capital of M/s. Equitas Technologies Private Limited (âETPLâ). Consequently on 5^th July, 2022, the Company had completed the acquisition of M/s. Equitas Technologies Private Limited (âETPLâ) (now known as âWowtruck Technologies

Private Limitedâ) by acquiring the equity shares from M/s. Equitas Holdings Limited in terms of the Share Purchase Agreement and other related documents (the âAgreementâ) which were executed between the Company, M/s. Equitas Technologies Private Limited (âETPLâ) and M/s. Equitas Holdings Limited. Therefore, pursuant to the acquisition of 2,49,99,999 equity shares (99.62% stake) by the company from Equitas Holdings Limited, and balance 96,000 equity shares (0.38% stake) from an Individual shareholder Mr. MVP Mohan Sharma, M/s. Equitas Technologies Private Limited (âETPLâ) now known as M/s. Wowtruck Technologies Private Limited has become Wholly-Owned Subsidiary of the Company i.e. M/s. Goldstone Technologies Limited. Post the acquisition the name of the Company was changed from M/s. Equitas Technologies Private Limited to M/s. Wowtruck Technologies Private Limited w.e.f. 4^th November, 2022. The acquisition will help the Company in its foray into the e-commerce and fintech space as M/s. Wowtruck Technologies Limited (âWTPLâ) (formally known as âEquitas Technologies Private Limitedâ) is an existing aggregator of trucks/logistics provider having substantial presence in Southern India region with 30,000 plus registered users. Post this acquisition, the Company is planning to introduce electric vehicle fleet into the portal and also providing finance solutions for the fleet owners through tie ups with NBFCs/Financing organizations under one umbrella.

During the year under review except as mentioned above, 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.

M/s. Staytop Systems Inc and M/s. Wowtruck Technologies Private Limited (formerly known as M/s. Equitas Technologies Private Limited, are material subsidiaries of the Company as per the thresholds laid down under the applicable regulations 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.goldstonetech.com/investor-corner/

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 âAnnexure 1 â to the Board''s report.

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 we have 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.goldstonetech.com/ investor-corner/. 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 Goldstone, we maintain a system of well-established policies and procedures for internal control of operations and activities. We constantly strive to integrate the entire organisation, 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.

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 2022- 23. 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. As your

company doesn''t fall under the provisions of section 135 of Companies Act, 2013, hence it is not applicable to company.

INSURANCE:

All the properties of your Company including its building, systems, servers & Machinery has been covered by adequate Insurance Coverage and also the Company has Insurance coverage for Director and Officer and other liability insurance have been adequately insured.

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 27^th May, 2022 for a term of 5 (Five) consecutive years commencing from the conclusion of the 28^thAnnual 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 31^st March, 2023 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 2022-23. 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 2022-23 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 2022-23 is annexed herewith as âAnnexure - 2â 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.

Annual Secretarial Compliance Report:

M/s. Prathap Satla & Associates, Practising Company Secretaries, Hyderabad had undertaken an audit for the financial year ended March 31,2023 and accordingly issued the Annual Secretarial Compliance Report for

the year ended 31^st March, 2023, 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:

RELATED PARTY DISCLOSURES:

Accordingly, the disclosure of related party transactions as required in Form AOC- 2 pursuant to Rule 8 (2) of the Companies (Accounts) Rules, 2014 are not required.

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 on half yearly basis. 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.goldstonetech.com/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.goldstonetech.com/investor-corner.

POLICIES UNDER SEBI (LODR) REGULATIONS 2015:

? Archival Policy

? Policy on Material Subsidiary

? Determination of Materiality of Events

? Preservation of Documents Policy

All the policies adopted are hosted on the website of the Company https://www. goldstonetech.com/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.goldstonetech.com/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:

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 2023-24.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

âAnnexure - 3â and âAnnexure - 4â

respectively, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance.

MANAGING DIRECTOR AND CFO CERTIFICATION:

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

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

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 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.

N O N - E X E C U T I V E 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, 2023 to which the financial statements relate and the date of the Report except for the fact that the Company is in process of entering into a Joint Venture Agreement to set up a Joint Venture Company partnering with German e-mobility major, Quantron AG. The JV will operate out of Augsburg, in Germany and from Hyderabad, with plans to set up a US entity in Q3 2023. The JV company operating out of Germany will be focusing on providing various solutions through an AI supported platform. With these developments, the business is expected to grow significantly and expects to increase profits and also the company has put in place measures to reduce cost and improve the bottom-line.

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 âAnnexure - 5â.

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 âAnnexure â 6â to the Board''s report.

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.

EVENT BASED DISCLOSURES:

a) Postal Ballot Notice sent on 15.04.2022:

Based on the approval of the Board of Directors of the Company in their meetings held on 11.02.2022 and 28.03.2022, the following resolutions were also passed by the members of the Company vide postal ballot notice date 28.03.2022, sent on Friday, 15th April, 2022 to those Members of the

Company whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company/ Depositories respectively as at close of business hours on Friday 8th April, 2022 (the ''Cut-off date'') seeking their approval on the following resolutions, being Special Resolution(s), through Postal Ballot. The remote e-voting period for this postal ballot notice commenced on Saturday, April 16, 2022 from 9.00 a.m. (IST) and ended on Sunday, May 15, 2022 at 5.00 p.m. (IST) and the following resolutions were deemed to be approved on 15.05.2022 (the last date of E-Voting).

a. Alteration of the main objects clause of the Memorandum of Association of the Company.

b. A d o p t i o n o f n e w s e t o f Memorandum of Association of the Company as per the Companies Act, 2013.

c. Adoption of new set of Articles of Association of the Company as per the Companies Act, 2013.

d. Approve Goldstone Technologies Limited Employee Stock Option Plan (GTLESOP 2022).

e. Change in designation of Mr. Pavan Chavali (DIN: 08432078) from Whole-time Director of the Company to Managing Director of the Company for a term of 5 (five) years.

f. T o a p p r o v e i n c r e a s e i n remuneration of Mr. Pavan Chavali, Managing Director of the Company.

b) Acquisition of M/s. Wowtruck Technologies Private Limited (Formally known as Equitas Technologies Private Limited:

As approved by the Board of Directors of the Company in their meeting held on 16^h May, 2022, the Company completed the acquisition of M/s.

Wowtruck Technologies Private Limited (formally known as M/s. Equitas Technologies Private Limited (âETPLâ) on 5^h July, 2022 by acquiring the equity shares from M/s. Equitas Holdings Limited in terms of the Share Purchase Agreement and other related documents (the âAgreementâ) which were executed between the Company, M/s. Equitas Technologies Private Limited (âETPLâ) and M/s. Equitas Holdings Limited. Therefore, pursuant to the acquisition of 2,49,99,999 equity shares (99.62% stake) by the company from Equitas Holdings Limited, and balance 96,000 equity shares (0.38% stake) from an Individual shareholder Mr. MVP Mohan Sharma, M/s. Equitas Technologies Private Limited (âETPLâ) now known as M/s. Wowtruck Technologies Private Limited has become Wholly-Owned Subsidiary of the Company. Post the acquisition the name of the Company was changed from M/s. Equitas Technologies Private Limited to M/s. Wowtruck Technologies Private Limited w.e.f. 4^th November, 2022. The acquisition will help the Company in its foray into the e-commerce and fintech space as M/s. Wowtruck Technologies Limited (âWTPLâ) (formally known as âEquitas Technologies Private Limitedâ) is an existing aggregator of trucks/logistics provider having substantial presence in Southern India region with 30,000 plus registered users. Post this acquisition, the Company is planning to introduce electric vehicle fleet into the portal and also providing finance solutions for the fleet owners through tie ups with NBFCs/Financing organizations under one umbrella.

c) Postal Ballot Notice sent on 12.01.2023:

Based on the approval of the Board of

Directors of the Company in their meetings held on 10^th January, 2023, the Postal Ballot notice dated 10^thJanuary, 2023 was sent on Thursday, 12^th January, 2023 to those Members of the Company whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company/ Depositories respectively as at close of business hours on Friday 6^th January, 2023 (the ''Cut-off date'') seeking their approval for Appointment of Mr. Deepankar Tiwari (DIN: 07621583) as the Independent Director of the Company. The remote e-voting period for this postal ballot notice commenced on Saturday, January 14, 2023 from 9.00 a.m. (IST) and ended on Sunday, February 12, 2023 at 5.00 p.m. (IST) and the special resolution for approval of Appointment of Mr. Deepankar Tiwari (DIN: 07621583) as the Independent Director of the Company was deemed to be approved on 12.02.2023 (the last date of E-Voting).

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.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty First Annual Report of your Company and the Audited Financial Accounts for the year ended on March 31,2015.

Financial Results :

(Rs. in Millions)

Standalone

Particulars 2014-15 2013-14

Net Sales/Income from Operations 290.66 261.76

Total Expenses 244.46 211.31

Profit from Operations before Other Income, Interest, Depreciation & Exceptional Items 46.20 50.45

Other Income 1.88 18.00

Profit before Interest, Depreciation & Exceptional Items 48.08 68.45

Interest 1.01 4.89

Depreciation 47.61 47.52

Profit after Interest but before Exceptional Items (0.54) 16.04

Exceptional Items - -

Profit before Tax (0.54) 16.04

Tax expenses 36.01 5.17

Net Profit/(Loss) after Tax (36.55) 10.87

Extraordinary Items (Net of Tax) 1.45 0.06

Net Profit for the period (38.00) 10.81

Equity Share Capital (1,87,82,066 Shares of Rs. 10/- each; Previous year 1,87,82,066 Shares of Rs. 10/- each) 187.82 187.82

E.PS (After Prior Period Items) (Rupees) (2.02) 0.58

Net Worth 476.74 521.25

Book Value (Face Value of Rs. 10/- each) 25.38 27.75

(Rs. in Millions)

Consolidated

Particulars 2014-15 2013-14

Net Sales/Income from Operations 697.18 736.49

Total Expenses 642.49 670.15

Profit from Operations before Other Income, Interest, Depreciation & Exceptional Items 54.69 66.34

Other Income 11.09 18.00

Profit before Interest, Depreciation & Exceptional Items 65.78 84.34

Interest 1.05 4.95

Depreciation 47.65 47.67

Profit after Interest but before Exceptional Items 17.08 31.72

Exceptional Items - -

Profit before Tax 17.08 31.72

Tax expenses 42.90 12.02

Net Profit/(Loss) after Tax (25.82) 19.70

Extraordinary Items (Net of Tax) 1.45 0.06

Net Profit for the period (27.27) 19.64

Equity Share Capital (1,87,82,066 Shares of Rs. 10/- each; Previous year 1,87,82,066 Shares of Rs. 10/- each) 187.82 187.82

E.PS (After Prior Period Items) (Rupees) (1.45) 1.05

Net Worth 619.83 653.60

Book Value (Face Value of Rs. 10/- each) 33.00 34.80

Review of Operations :

During the year under review, your Company has reached a consolidated turnover of Rs.697.18 Million as compared to Rs.736.49 Million for the previous financial year. The Standalone turnover was Rs.290.66 Million as against a turnover of Rs.261.76 Million during the previous year. The Consolidated Net (Loss) for the year 2014-2015 was (Rs.27.27) Million in comparison with Net profit of '19.64 Million during the previous year and the Standalone Net (Loss) is (Rs.38.01) Million during the year and in comparison with Net profit of '10.81 Million during the previous year. However the consolidated cash profit for the FY 2014-15 has been reported at Rs. 20.38 Million as compared to '67.30 Million in the previous year and Standalone cash profit has been reported at Rs.9.61 Million as compared to Rs.58.33 Million during the previous year.

Dividend :

During the year the Company does not have adequate profits and hence, your Board has not recommended any dividend for the financial year 2014-15.

Share Capital :

The Paid up capital as on 31st March, 2015 was Rs.18,78,20,660 (having 1,87,82,066 Equity Shares @ Rs. 10/- each). During the year under review the company has not issued any shares either to the public or to the promoters During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015 none of the Directors of the Company hold shares or convertible instruments of the Company.

Finance :

Cash and cash equivalents as at 31st March, 2015 was Consolidated Rs.177.36 Million & Standalone '27.15 Million the Company continuous to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Directors :

Mr. L.P.Sashikumar Director, who retires by rotation at the 21st Annual General Meeting and being eligible, offer himself for re- appointment.

As per the resolution passed by the Board of Directors in their meeting held on 27th May, 2015 Subject to the approval of the Members of the Company Mr.PS.Parthasarathy has been appointed as Managing Director of the Company for a period of two years with effect from 27th May, 2015.

Mr.K.S.Sarma, Mr. Vedula Venkata Ramana, Mrs. Promilla Shankar have been appointed as independent directors of the Company for a term of 5 (Five) years from 27th September, 2014 to 26th September, 2019 not liable to retirement by rotation.

Mrs. Promilla Shankar has resigned from her position w.e.f 12th July, 2015.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Board Evaluation :

Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings :

During the year Seven Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Meeting of Independent Directors :

The details on the separate meeting of Independent Directors is reported in the Corporate Governance Report.

Familiarization Programme for Independent Directors :

The details on the familiarization programme for Independent Directors is 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:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

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

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

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

Consolidated Financial Statements:

During the year 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 we have prepared consolidated financial statements of the Company and its subsidiaries which will form part of the Annual Report. Further a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 are appended to the Board's 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 the website of the Company www.goldstonetech.com. These documents will also be available for inspection during the business hours at the registered office of the Company.

Subsidiaries and Associates

As on 31st March, 2015 we are having two wholly owned subsidiaries namely Staytop Systems Inc and Staytop Systems and Software Pvt Ltd. Till date Staytop Systems and Software Pvt Ltd has no business operations. Further the Company does not have any other Associates or Joint Ventures.

Further as per the revised Clause 49 of the Listing Agreement the Company has framed a policy on Material Subsidiaries as approved by the Board same has been uploaded on the Company's website www.goldstonetech.com.

During the year no further investments were made in the subsidiaries.

Statement containing salient features of financial statements of subsidiaries

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.

Report on the performance of Subsidiaries, Joint Ventures and Associates:

Further, brief about the business of the each of the Subsidiaries and Associates is given hereunder:-

Performance of the Staytop Systems Inc;

Staytop Systems, Inc., (a foreign wholly owned subsidiary company of Goldstone Technologies Limited) is engaged in business of IT Consulting and Staffing across USA.

The following is the brief summary of the financial performance during the year;

($ In Millions)

Particulars 2014-15 2013-14

Turnover 6.70 7.85

Profit before Tax 0.29 0.26

Net Profit/(Loss)

after Tax 0.18 0.15

Till date the Staytop Systems and Software

Pvt Ltd has no business operations and the Company has no associates as well as Joint Ventures.

Internal control systems and their adequacy:

The Company has an Internal Audit and Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit function monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Insurance:

All the properties of your Company including its building, plant & machinery and stocks have been adequately insured.

Statutory Auditors:

M/s. P Murali & Company (FRN: 007257S), Chartered Accountants, Hyderabad, Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act, 2013 up to the conclusion of forth-coming Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of the Section 139 (2) of the Companies Act, 2013 and based on recommendations of the Audit Committee they being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re-appointment, if made, will be within the limits laid down under Section 141 (3) (g) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014.

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.

Particulars of Loans, Guarantees or Investments;

The following are the details of the Loans, Guarantees given or Investments made by the Company during the Year.

S.No Loan/Guarantee/Investment given/Provided Description

1. Collateral Security; For the total credit facilities which have The Company has offered its land admeasuring been availed by the 26092 sq.yards situated at Sy No. 249(part), M/s. Goldstone Infratech 250 (part) & 251 (part) and buildings Limited from State Bank thereon at Cherlapally Village, of Hyderabad to the Ghatkesar mandal, Kapra Municipality as a extent of Rs. 89.00 security by way of mortgage in favour of Crores. the State Bank of Hyderabad for the credit facilities availed by the M/s. Goldstone Infratech Limited.

Corporate Guarantee;

Extended corporate guarantee in favour of State Bank of Hyderabad, Panjagutta Branch for and on behalf of the M/s. Goldstone Infratech Limited.

Related Party Transactions;

There are no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.goldstonetech.com none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The details of contracts or arrangements with related parties made by the company during the year 2014-15 is enclosed in form AOC-2 as Annexure-2 to the Board's report.

Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. VCSR & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as " Annexure 3 to the Board's Report"

Risk Management Policy

In terms of the requirements of Section 134 (3) (n) and clause 49 of the Listing Agreement read with relevant provisions of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy and constituted the Risk Management Committee and the Committee reviews the same periodically. The details of the Policy are reported in the Report on Corporate Governance which forms part of the Board's Report.

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

Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.goldstonetech.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. In addition to the above as per Clause 49 of the Listing Agreement read with Schedule IV of the Companies Act, 2013 duties of the Independent Directors and code of Independent Directors have been placed on the website of the Company www.goldstonetech.com.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Declaration given by Managing Director of the Company regarding compliance of Code of Conduct enclosed as Annexure to the Corporate Governance Report.

PREVENTION OF INSIDER TRADING:

In Pursuance of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has framed adopted the following policies for regulating, monitoring and reporting of trading by Insiders and uploaded in website of the Company.

i) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders;

ii) Code of Practices & Procedures for Fair Disclolsure of Unpublished Price Sensitive Information;

The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

Vigil mechanism / whistle blower policy:

As per the provisions of the Section 177 (9) & (10) of the Companies Act, 2013 read with amended Clause 49 of the Listing. Agreement, the Board had its meeting held on 17th May, 2014 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. 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; www.goldstonetech.com.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 4 to the Board's Report".

Stock Exchange Listing:

Presently, the Equity Shares of the Company are listed on National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE). 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 2015-16.

Corporate Governance and Management Discussion & Analysis Reports

As per the Clause 49 of the Listing Agreement the Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

Managing Director and CFO Certification:

As required under the SEBI Guidelines, the Managing Director and the CFO Certification is attached to Corporate Governance Report.

Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year i.e., 31.03.2015 to which financial statements relate and the date of the Board's Report:

There were no material changes and commitments affecting the financial position of the company between the end of the financial year i.e., 31.03.2015 and date of this report.

Particulars of Conservation of energy / technology absorption, foreign exchange earnings and outgoings:

Particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Companies (Disclosure of particulars in the Directors Report) Rules 1988 are as follows:

A. CONSERVATION OF ENERGY:

Your company's operations involve low energy consumption. However, adequate measures have been taken to conserve and reduce the energy consumption.

B. TECHNOLOGY ABSORPTION:

Your Company continues to use state-of-the- art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your company continues to invest in the latest hardware and software.

C. FOREIGN EXCHANGE EARNINGS AND OUT GO:

Rs. In Millions

Particulars 2014-15 2013-14

Foreign Exchange Earnings 30.72 190.21

Foreign Exchange Outgo 32.03 11.55

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure 5 to the Board's report.

Personnel:

Personnel relations have remained very cordial during the period.

Acknowledgements:

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

Your Directors thank all the Employees of your company for their dedicated service, which enabled your company to achieve satisfactory results and performance during the year. Your Directors thank the shareholders for their support and confidence reposed in the company and the management and look forward to their continued co-operation and support.

For and on behalf of the Board

Sd/- Sd/- L P Sashikumar P.S.Parthasarathy Director Managing Director DIN: 00016679 DIN: 01837281

Place: Secunderabad Date: 05th August, 2015

Mar 31, 2013

To The Members Goldstone Technologies Limited

The Directors have pleasure in presenting the Nineteenth Annual Report of your company and the Audited Financial Accounts for the year ended on March 31, 2013.

Financial Results (Consolidated)

(Rs. in Millions)

Particulars 2012-13 2011-12

Net Sales/Income from Operations 735.68 677.57

Total Expenses 657.03 635.00

Profit from Operations before Other Income,

Interest & Exceptional Items 78.60 42.57

Other Income 2.63 8.54

Profit before Interest & Exceptional Items 81.28 51.11

Interest 9.94 15.57

Profit after Interest but before Exceptional Items 71.34 35.54

Exceptional Items 0.00 0.00

Profit before Tax 71.34 35.54

Tax expenses 25.56 5.95

Net Profit after Tax 45.75 29.59

Extraordinary Items (Net of Tax) 0.00 1.88

Net Profit for the period 45.75 27.71

Equity Share Capital

(1,87,82,066 Shares of Rs 10/- each; Previous year 1,87,82,066 Shares of Rs 10/- each) 187.82 187.82

E.P.S (After Prior Period Items) (Rupees) 2.44 1.48

Net Worth 594.87 574.23

Book Value (face Value of Rs. 10/- each) 31.67 30.57

Review of Operations

During the year under review, your Company has achieved a consolidated turnover of Rs. 735.68 Million as compared to Rs. 677.57 Million during the previous financial year. The standalone turnover was Rs.287.58 Million as against a turnover of Rs. 242.93 Million during the previous year. The consolidated net profit for the period increased to Rs.45.75 Million from Rs. 27.71 Million during the previous year and the standalone profit increased to Rs.20.63 Million from Rs. 16.43 Million.

Dividend

In order to conserve resources for future requirements, the Board has decided to retain the profits generated and consequently, your Board did not recommend any dividend for the financial year 2012-13.

Fixed deposits

The Company has not accepted any Fixed Deposits, falling within the purview of Section 58A of the Companies Act, 1956.

Insurance

All the properties of your Company have been adequately insured.

Subsidiaries

Your Company has a wholly owned subsidiary incorporated in USA, namely Staytop Systems Inc. Further, it has another subsidiary company in India namely Staytop Systems and Software Private Limited, which is yet to commence its operations.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

As required under listing agreement with Stock Exchanges, Consolidated Financial statements prepared in terms of Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India, are attached.

Auditors

M/s. P. Murali & Company [FRN:007257S] Chartered Accountants, Statutory Auditors of the Company, holds office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of forthcoming Annual General Meeting and are eligible for re- appointment.

Directors

Mr. K.S.Sarma and Mr.L.P.Sashikumar, Directors who retires by rotation at the 19th Annual General Meeting and being eligible, offers themselves for reappointment.

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on National Stock Exchange of India [NSE], Bombay Stock Exchange Limited [BSE]. The Company confirms that it has paid Listing Fees due to all the Stock Exchanges where the Company''s securities are listed for the year 2013-14.

Director''s Responsibility Statement

In accordance with the Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirms that:

a) In the preparation of the Accounts for the twelve months period ending March 31, 2013; the applicable accounting standards have been followed and there are no material departures there from.

b) They have selected such accounting policies in consultation with Statutory Auditors of the Company and applied 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 as at March 31, 2013 and of the profit of the Company for the financial year.

c) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared accounts for the year ended March 31, 2013 on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report

A separate report on Corporate Governance along with Auditors'' Certificate on its compliance and Management Discussion and analysis forming part of this report are annexed hereto.

Particulars of Employees

None of the employees are drawing remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act'' 1956 read with the Companies (particulars of employees) Rules, 1975, as amended.

Particulars of Conservation of energy / technology absorption, foreign exchange earnings and outgoings

Particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Companies (Disclosure of particulars in the Directors Report) Rules 1988 are as follows:

A. CONSERVATION OF ENERGY:

Your company''s operations involve low energy consumption. However, adequate measures have been taken to conserve and reduce the energy consumption.

B. TECHNOLOGY ABSORPTION:

Your Company continues to use state- of-the-art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your company continues to invest in the latest hardware and software.

Acknowledgements

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

Your Directors thank all the Employees of your company for their dedicated service, which enabled your company to achieve satisfactory results and performance during the year. Your Directors thank the shareholders for their support and confidence reposed in the company and the management and look forward to their continued co-operation and support.

For and on behalf of the Board

Place: Secunderabad Sd/- Sd/-

Date: 31.07.2013 L P Sashikumar P.S.Parthasarathy

Director Director

Mar 31, 2012

To The Members of Goldstone Technologies Limited

The Directors have pleasure in presenting the Eighteenth Annual Report of your company and the Audited Financial Accounts for the year ended on March 31, 2012.

Financial Results (Consolidated) (Rs in Millions)

Particulars 2011-12 2010-11

Net Sales/Income from Operations 677.57 617.60

Total Expenses 635.00 586.04 Profit from Operations before Other

Income, Interest & Exceptional Items 42.57 31.56

Other Income 8.54 10.67

Profit before Interest & Exceptional Items 51.11 42.23

Interest 15.57 14.56

Profit after Interest but before Exceptional Items 35.54 27.68 Exceptional Items Nil Nil

Profit before Tax 35.54 27.68

Tax expenses 5.95 5.97

Net Profit after Tax 29.59 21.70

Extraordinary Items (Net of Tax) 1.88 0.08

Net Profit for the period 27.71 21.62 Equity Share Capital(1,87,82,066 Shares of Rs 10/- each;

Previous year 1,87,82,066, Shares of Rs 10/- each) 187.82 187.82

E.P.S (After Prior Period Items) (Rupees) 1.48 1.15

Net Worth 574.23 557.80

Book Value (face Value of Rs. 10/- each) 33.57 29.70

Review of Operations

During the year under review, your Company has achieved a consolidated turnover of Rs. 677.57 Million as compared to Rs.617.60 Million during the previous financial year. The standalone turnover was Rs.242.93 Million as against a turnover of Rs.231.56 Million during the previous year. The consolidated net profit for

the period increased to Rs.27.71 Million from Rs.21.62 Million during the previous year and the standalone profit increased to Rs.16.43 Million from Rs.9.67 Million. In spite of having faced challenges like decreasing margins, talent acquisition and retention, inflation, and unclear business roadmap in terms of Goods and Services Tax (GST) and Direct Tax Code (DTC) in India,

the performance of the Company during the period under report can be considered as a reasonably good performance. Despite the challenges, we, at Goldstone, will continue to re-engineer our-self and will focus more on vertical focused service offerings and additional alliances and partnerships.

Dividend

In order to conserve resources for future requirements, the Board has decided to retain the profits generated and consequently, your Board did not recommend any dividend for the financial year 2011-12.

Fixed deposits

The Company has not accepted any Fixed Deposits, falling with in the purview of Section 58A of the Companies Act, 1956.

Insurance

All the properties of your Company have been adequately insured.

Subsidiaries

Your Company has a wholly owned subsidiary incorporated in USA, namely Staytop Systems Inc. Further, it has another subsidiary company in India namely Staytop Systems and Software Private Limited, which is yet to commence its operations.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the

related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

As required under listing agreement with Stock Exchanges, Consolidated Financial statements prepared in terms of Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India, are attached.

Auditors

M/s. P. Murali & Company [FRN:007257S] Chartered Accountants, Statutory Auditors of the Company, holds office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of this Annual General Meeting and are eligible for re-appointment.

Directors

During the year, Mr. S D Rama Krishna, Managing Director, resigned from Directorship of your Company with effect from 1st July, 2012.

Mr. Vedula Venkata Ramana, who retires by rotation at the 18th Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Clinton Travis Caddell and Mr. P Partha Sarathy were appointed as Additional Directors of the company by the Board of Directors in their meeting held on 30th May 2012 and through the Notice of the 18th Annual General Meeting, the Management is seeking the approval of the Members for their appointment as Directors of the Company liable to retire by rotation.

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on National Stock Exchange of India [NSE], Bombay Stock Exchange Limited [BSE]. The Company has received the Delisting approval from Madras Stock Exchange Limited and consequently, with effect from 6th June 2012, the equity shares of the Company stands de-listed from the Madras Stock Exchange. The Company confirms that it has paid Listing Fees due to all the Stock Exchanges where the Company's securities are listed for the year 2012-13.

Director's Responsibility Statement

In accordance with Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirms that:

a) In the preparation of the Accounts for the twelve months period ending March 31, 2012; the applicable accounting standards have been followed and there are no material departures there-from.

b) They have selected such accounting policies in consultation with Statutory Auditors of the Company and applied 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 as at March 31, 2012 and of the profit of the Company for the financial year.

c) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared accounts for the year ended March 31, 2012 on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report

A separate report on Corporate Governance along with Auditors' Certificate on its compliance and Management Discussion and analysis forming part of this report are annexed hereto.

Particulars of Employees

None of the employees are drawing remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act' 1956 read with the Companies (particulars of employees) Rules, 1975, as amended.

Particulars of Conservation of energy /technology absorption, foreign exchange earnings and outgoings

Particulars in respect of Conservation of Energy Technology, Absorption and Foreign Exchange Earnings and Outgo required under Companies (Disclosure of particulars in the Directors Report) Rules 1988 are as follows:

A. CONSERVATION OF ENERGY:

Your company's operations involve low energy consumption. However, adequate measures have been taken to conserve and reduce the energy consumption.

B. TECHNOLOGY ABSORPTION:

Your Company continues to use state-of-the- art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your company continues to invest in the latest hardware and software.

C. FOREIGN EXCHANGE EARNINGS AND OUT GO:

Rs. In Millions

Particulars 2011-12 2010-11

Foreign Exchange Earnings 198.19 127.56

Foreign Exchange Outgo 16.94 11.96

Acknowledgements

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

Your Directors thank all the Employees of your company for their dedicated service, which enabled your company to achieve satisfactory results and performance during the year. Your Directors thank the shareholders for their support and confidence reposed in the company and the management and look forward to their continued co-operation and support.

For and on behalf of the Board

Place: Secunderabad Sd/- Sd/- Date: 11.08.2012 L P Sashikumar Clinton Travis Caddell Director Director

Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report of your company and the Audited Financial Statements for the year ended on March 31, 2010.

Financial Results (Standalone Basis)

Rs in Millions

Particulars 2009-10 2008-09

Net Sales/Income from Operations 231.87 313.88

Other Income 8.61 6.44

Total Income 240.48 320.32

Operating Profit (PBIDT) 47.24 39.60

Interest 9.51 5.12

Depreciation and Write Offs 31.84 20.79

Profit Before Tax 5.89 13.68

Provision for taxation

- Current 1.18 1.95

- Deferred 0.55 2.04

Extra-Ordinary Items

- Prior period adjustments 0.12 (1.40)

Net Profit 4.04 11.09

Equity Share Capital

(1,87,82,066 Shares 187.82 187.82 of Rs 10/- each)

E.P.S (After Prior Period Items) (Rupees) 0.22 0.52

Net Worth 674.50 666.41

Book Value in Rs. (face 35.91 35.48 Value of Rs. 10/- each)

Review of Operations

During the year under review, your Company has achieved a turnover of Rs. 231.87 Millions as compared to Rs. 313.88 Millions during the previous financial year. Amidst tough economical conditions prevailed across the globe owing to the one of biggest global economic down turn after the great depression and consequent troublesome caused thereby particularly to small and medium size players to which your company belongs, achievement of a gross revenues of Rs. 240.48 millions during the year though, lower by about 25% may be viewed as satisfactory. The Net Profit was Rs. 4.04 Millions during the year as compared to Rs. 11.09 Millions for the previous year.

Dividend

In order to fuel its growth and future requirement of funds, Board has decided to retain the profits generated. Consequently your Directors do not recommend any dividend for the year 2009-10.

Fixed deposits

The Company has not accepted any Fixed Deposits, falling with in the purview of Section 58A of the Companies Act, 1956.

Insurance

All the properties of your Company including its building, plant & machinery and stocks have been adequately insured.

Subsidiaries

Your Company has two wholly owned subsidiaries incorporated in USA, namely Staytop Systems Inc., and Primesoft LLC, out of which the later has no operations to report. Further, it has another wholly owned subsidiary company in India namely Staytop Systems and Software Private Limited, which is yet to commence its operations.

During the year under review, Staytop Systems Inc., USA has earned revenues of US$ 7,325,476 (Rs. 347.37 Millions) as against US$ 8,124,613 (Rs. 373.00 Millions) in 2008- 09 and registered a Net Profit of US$ 253,278 (Rs. 12,010,450 Millions) as against US$ 253,449 (Rs. 11.64 Millions) in 2008-09.

As required under listing agreements with Stock exchanges, consolidated financial statements, prepared in terms of Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India, are attached

A statement showing the particulars as required under Section 212(3) of the Act is also attached hereto

During the year, your company has withdrawn investments in 4G Informatics Private Limited.

Auditors

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company, holds office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment.

Directors

Mr. K S Sarma and Mr. D P Sreenivas, who retire by rotation at the 16th Annual General Meeting and being eligible, offer themselves for reappointment. Further, in terms of provisions of section 260 of the Act, Mr. T. Abhilash Chandran has been appointed as Additional Director of the company with effect from May 15, 2010 and Mr. Ram Sajja has been appointed as Additional Director of the company with effect from August 13, 2010 and they hold such office upto the date of forthcoming Annual General Meeting. The company has received notices under section 257 of the Act from its members, in respect of both Mr. T. Abhilash Chandran and Mr. Ram Sajja, proposing their candidature as Directors of the Company liable to retire by rotation. The Board recommends the above proposals.

Delisting

During the year under review, as a cost cutting measure, your company had applied in pursuance of regulations 6(a) read with regulation 7 of SEBI (Delisting of Equity Shares) Regulations, 2009 for delisting of its equity shares from Delhi Stock Exchange Limited, Ahmedabad Stock Exchange Limited and Madras Stock Exchange Limited. As a result, its shares are delisted from Ahmedabad Stock Exchange Limited with effect from January 6, 2010 and Delhi Stock Exchange Association Limited with effect from June 10, 2010 respectively. The application with Madras Stock Exchange Limited is in process. The Companys equity shares continue to remain listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE).

Directors Responsibility Statement

In accordance with the Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm that:

(a) in the preparation of the Accounts for the twelve months period ending March 31, 2010, the applicable accounting standards have been followed and there are no material departures there-from.

(b) they have selected such accounting policies in consultation with Statutory Auditors of the Company and applied 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 as at March 31, 2010 and of the profit of the Company for the financial year.

(c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) they have prepared accounts for the year ended March 31, 2010 on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report

A separate report on Corporate Governance along with Auditors Certificate on its compliance and Management Discussion and analysis forming part of this report are annexed hereto.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act 1956 read with the Companies (particulars of employees) Rules, 1975 is annexed hereto and forms part of this Report.

Particulars in respect of Conservation of Energy Technology, Absorption and Foreign Exchange Earnings and Outgo required under Companies (Disclosure of particulars in the Directors Report) Rules 1988 are as follows:

A. Conservation of Energy

Your companys operations involve low energy consumption. However, adequate measures have been taken to conserve and reduce the energy consumption.

B. Technology Absorption

Your Company continues to use state-of-the-art technology for improving the productivity and quality of its products and services. To create

adequate infrastructure, your company continues to invest in the latest hardware and software.

C. Foreign Exchange Earnings and Outgo

Rs. In Millions

Particulars 2009-10 2008-09

Foreign Exchange 155.70 68.38

Earnings

Foreign Exchange 18.45 41.72

Outgo

Acknowledgements

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

Your Directors thank all the Employees of your company for their dedicated service, which enabled your company to achieve satisfactory results and performance during the year. Your Directors thank the customers and shareholders for their support and confidence reposed in the company and the management and look forward to their continued co-operation and support.

For and on behalf of the Board Sd/- Sd/- D P Sreenivas L P Sashikumar Executive Director Director Place:Secunderabad Date:13.08.2010

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Directors Report of AION-TECH Solutions Ltd.

FINANCIAL PERFORMANCE:

STATE OF AFFAIRS/GENERAL REVIEW OFOPERATIONS:

Standalone:

Consolidated:

TRANSFER TO GENERAL RESERVES:

DIVIDEND:

SHARE CAPITAL:

EMPLOYEE STOCK OPTION PLAN (ESOP):

ACCOUNTING TREATMENT

CHANGES IN DIRECTORS AND KEYMANAGERIAL PERSONNEL:

Appointments:

Resignations:

Retire by Rotation:

Key Managerial Personnel

BOARD EVALUATION:

REMUNERATION POLICY:

MEETINGS:

COMMITTEES OF THE BOARD:

AUDIT COMMITTEE RECOMMENDATIONS:

FAMILIARIZATION PROGRAMME FORINDEPENDENT DIRECTORS:

DIRECTOR''S RESPONSIBILITY STATEMENT:

SUBSIDIARIES AND ASSOCIATES:

CONSOLIDATED FINANCIAL STATEMENTS:

INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY:

DEPOSITS:

COST RECORDS:

CORPORATE SOCIAL RESPONSIBILITY (CSR):

INSURANCE:

AUDITORS:

Statutory Auditors:

Internal Auditors:

Secretarial Auditor:

Annual Secretarial Compliance Report:

Reporting of frauds by auditors:

SECRETARIAL STANDARDS:

PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS:

RELATED PARTY DISCLOSURES:

RISK MANAGEMENT:

PREVENTION OF INSIDER TRADING:

POLICIES UNDER SEBI (LODR) REGULATIONS2015:

PERSONNEL:

GOING CONCERN STATUS:

OTHER DISCLOSURES:

a) Withdrawal of Rights Issue:

b) Termination of Joint venture withQuantron AG:

C. Demat of Promoter Holding:

ACKNOWLEDGEMENTS

For and on behalf of the Board ofAION-TECH SOLUTIONS LIMITED

Paul Sashikumar Lam Seetepalli Venkat

Director Raghunand

FINANCIAL PERFORMANCE:

STATE OF AFFAIRS/GENERAL REVIEW OF OPERATIONS:

Standalone:

Consolidated:

TRANSFER TO GENERAL RESERVES:

DIVIDEND:

SHARE CAPITAL:

EMPLOYEE STOCK OPTION PLAN (ESOP):

ACCOUNTING TREATMENT

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments:

BOARD EVALUATION:

REMUNERATION POLICY:

MEETINGS:

COMMITTEES OF THE BOARD:

AUDIT COMMITTEE RECOMMENDATIONS:

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

DIRECTOR''S RESPONSIBILITY STATEMENT:

CONSOLIDATED FINANCIAL STATEMENTS:

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

DEPOSITS:

COST RECORDS:

CORPORATE SOCIAL RESPONSIBILITY (CSR):

INSURANCE:

AUDITORS:

Statutory Auditors:

Internal Auditors:

Secretarial Auditor:

Annual Secretarial Compliance Report:

STATE OF AFFAIRS/GENERAL REVIEW OF
OPERATIONS:

CHANGES IN DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY:

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

POLICIES UNDER SEBI (LODR) REGULATIONS
2015:

b) Termination of Joint venture with
Quantron AG:

For and on behalf of the Board of
AION-TECH SOLUTIONS LIMITED