Aeries Technology, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the fiscal year ended March 31, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2024, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting described below. Management’s Report on Internal Controls Over Financial Reporting As required by SEC rules and regulations implementing of Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: ● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2024. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of March 31, 2024, due to the material weaknesses described below. This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. 58 Material Weaknesses in Internal Control Over Financial Reporting On December 11, 2023, the Company concluded that it should restate certain of its previously issued carve-out consolidated financial statements of AARK and subsidiaries to correct the misreporting of basic and diluted earnings per share and number of issued and paid-up common stock, resulting from one of the material weaknesses described below. In connection with this restatement, our management identified material weaknesses in internal control over financial reporting that are primarily attributable to improper segregation of duties, inadequate processes for timely recording of significant events and material transactions, and inadequate design and implementation of information and communication policies, procedures, and monitoring activities. Remediation Plan In light of these facts, our management, including our Chief Executive Officer and Chief Financial Officer, has implemented processes and controls and other post-closing procedures, and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting described above, the consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with US GAAP. To address our material weaknesses, we are improving our processes of reviewing financial statements, increasing our communication with third-party service providers and implementing additional procedures to ensure that the review of the Company’s financial statements is supported by sufficient documentation to determine accuracy. As part of this effort, the Company has engaged an outside consultant to assist with the development and implementation of the necessary internal controls and reporting procedures. We will not be able to fully remediate these material weaknesses until these steps have been completed and the controls have been operating effectively for a sufficient period of time. Inherent Limitations on Effectiveness of Controls While management is working to remediate the material weaknesses, there is no assurance that these remediation efforts, when economically feasible and sustainable, will successfully remediate the identified material weaknesses. If we are unable to establish and maintain an effective system of internal control over financial reporting, the reliability of our financial reporting, investor confidence in us and the value of our Class A ordinary shares could be materially and adversely affected and the Company could be subject to sanctions or investigations by the SEC or other regulatory authorities. Effective process and controls over financial reporting is necessary for us to provide reliable and timely financial reports and are designed to reasonably detect and prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. For as long as we are a “smaller reporting company” under the U.S. securities laws, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404. An independent assessment of the effectiveness of internal control over financial reporting could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal control over financial reporting could lead to financial statement restatements and require us to incur the expense of remediation. Moreover, we do not expect that process and controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The failure of our control systems to prevent error or fraud could materially adversely impact us. 59 Changes in Internal Control over Financial Reporting In light of the material weaknesses described above, we are taking the actions described above to remediate such material weaknesses. Except as described above, there was not any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended March 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 60 PART III Item 10. Directors, Executive Officers and Corporate Governance. The following sets forth certain information, as of September 27, 2024, concerning the persons who serve as directors and executive officers of ATI. Name Age Title Executive Officers Sudhir Appukuttan Panikassery 56 Chief Executive Officer and Director Rajeev Gopala Krishna Nair 53 Chief Financial Officer Unnikrishnan (Unni) Balakrishnan Nambiar 57 Chief Technology Officer Bhisham (Ajay) Khare 47 Chief Revenue Officer & Chief Operating Officer – Americas Daniel S. Webb 39 Chief Investment Officer and Director Narayan Shetkar 48 Chief Strategy Officer Non-Employee Directors Venu Raman Kumar 63 Director and Chairman of the Board Alok Kochhar 67 Director Biswajit Dasgupta 58 Director Nina B. Shapiro 76 Director Ramesh Venkataraman 58 Director Executive Officers Sudhir Appukuttan Panikassery has served as Chief Executive Officer and a director of Aeries since the consummation of the Business Combination in November 2023, and as Chief Executive Officer of ATG since co-founding ATG in 2012. Mr. Panikassery is responsible for planning and executing the strategic direction and ongoing operations for the company. With experience across multiple industries, Mr. Panikassery has set up and operationalized unique business improvement and enhancement solutions for clients under tailored and differentiated engagement models. Prior to joining ATG, Mr. Panikassery was the global controller of CBay Systems (later M*Modal Inc.). He played an instrumental role in some of the key acquisitions such as MedQuist, Spheris and Multimodal. He also assisted with planning and executing the integration and synergy realizing strategies. Prior to that, he was a senior partner at one of India’s oldest accounting firms where he specialized in audit, mergers and acquisitions, advisory services and corporate structuring for large clients in technology, business process outsourcing, banking and financial services. He was also responsible for setting up new practice areas. In March 2021, Mr. Panikassery successfully led and closed an acquisition of a carve-out from Nuance Communications Inc. (now renamed as DeliverHealth Solutions (DHS)) which is a world leading healthcare outsourcing services and platform business. Mr. Panikassery is a member of the Managing Committee of ASSOCHAM, India’s oldest Chamber of Commerce, and Co-Chairman of India’s National Council for Business Facilitation and Global Competitiveness. We believe that Mr. Panikassery’s extensive experience in launching and growing businesses, leading M&A transactions, and his deep knowledge of our company qualifies him to serve on our Board. 61 Rajeev Gopala Krishna Nair has served as our Chief Financial Officer since the consummation of the Business Combination in November 2023. Mr. Nair was an executive at McLaren Technology Acquisition Corporation (NASDAQ: MLAI) from February 2021 to March 2023, most recently serving as their Chief Financial Officer. In that position, he played a leadership role in their NASDAQ initial public offering in November 2021. Prior to joining McLaren Technology Acquisition Corporation, Mr. Nair formulated the AI and Machine Learning strategy and created the AI/ML roadmap for Credit One Bank, a large credit card issuer in the United States from July 2019 to June 2020. In addition to his corporate roles, Mr. Nair was a consultant to GE Capital, Prudential Investment Management and other Fortune 500 companies, focusing on finance, risk management and technology from December 2004 to January 2010. Mr. Nair is currently a nominee for the Board of Directors of Fintech Eco System Development Corp (NASDAQ: FEXD) for their contemplated business combination with Afinoz. Mr. Nair earned his MBA from Columbia Business School, New York, and completed his post-graduate diploma in Management from IIM Bangalore and Bachelor of Technology (Hons) from Indian Institute of Technology, Kharagpur. Unnikrishnan (Unni) Balakrishnan Nambiar has served as Chief Technology Officer of Aeries since the consummation of the Business Combination in November 2023, and of ATG since 2015. Mr. Nambiar is responsible for providing technology direction and overseeing all technology related operations for the company, including global research & development, information technology and customer support operations for clients, as well as driving Aeries incubated portfolio of products. Mr. Nambiar is a technology leader with extensive industry experience building enterprise, cloud & mobility products across diverse verticals. He is passionate about building world class software products for real world solutions using cutting edge technology innovations. In March 2021, Mr. Nambiar was part of the team that closed an acquisition of a carve-out from Nuance Communications Inc. (now renamed as DeliverHealth Solutions (DHS)) which is a world leading Healthcare outsourcing services and platform Business. Mr. Nambiar served an interim Chief Technology Officer role post-carve out during the first year of operations to facilitate stand-up activities for Nuance Communications Inc. Prior to joining ATG, Mr. Nambiar was Chief Technology Officer at CBay Systems (later M*Modal Inc.), a leading voice recognition and healthcare documentation technology company. At CBay, he was responsible for global technology vision, product engineering roadmap, technical support and infrastructure management. Prior to CBay, he was instrumental in setting up Avaya’s India Offshore Development Centre for their customer relationship management, interactive voice response, Predictive Dialers and Unified Messaging products through a dedicated offshore vendor model that was later acquired by Avaya. He also worked in the storage management industry at Legato Systems (later EMC) in multiple global locations and across various product engineering roles. Bhisham (Ajay) Khare has served as Chief Revenue Officer and Chief Operating Officer for the Americas division of Aeries since the consummation of the Business Combination in November 2023, and of ATG since 2015. Mr. Khare is responsible for our US operations including client management, business development, front-end communication, transition and business operations. He also works closely with private equities and their portfolio companies in defining global delivery solutions & strategies. Mr. Khare is a successful executive with experience in business operations, strategic planning, & client relationship. He has a diverse background with deep knowledge of all aspects of the life cycle of organizations including start-up, funding, early-stage planning, implementation, mergers and acquisitions, private equity driven deals and integrations. Mr. Khare’s past experience includes founding WhiteSpace Health, a startup with focus on healthcare data analytics and business intelligence. From 2012 until 2015, he was the Vice President of Strategic Operations for M*Modal, a healthcare technology company, and was instrumental in new product launch for revenue cycle management, profit and loss for clinical documentation business with $250 million revenue, and managing cost initiative for delivery organization. From 2007 until 2012, Mr. Khare managed worldwide operations for CBay systems and was part of the team that acquired MedQuist & Spheris in private equity funded deals. 62 Daniel S. Webb has served as Chief Investment Officer and a director of Aeries since the consummation of the Business Combination in November 2023. Prior to the Business Combination, from March 2021 to November 2023, he served as WWAC’s Chief Executive Officer, Chief Financial Officer and a director. From August 2017 to March 2021, Mr. Webb was an investment banker at Bank of America. From March 2013 to August 2017 and from March 2010 to June 2012, he served as an investment banker at Citi. From June 2012 to March 2013 he served as a private equity investor at HarbourVest Partners. As an investment banker and private equity investor, Mr. Webb worked on transactions totaling approximately $40 billion in transaction value for disruptive Internet companies. In his career as an investment banker at Bank of America and Citi, he advised leading technology companies on their initial public offerings such as Snap, Carvana, Pinterest, Delivery Hero, Arista Networks, Freescale Semiconductor, Fiverr, Grubhub, Cardlytics, Revolve, SurveyMonkey, Zulily, and Trivago. He also helped raise public and private capital for leading technology companies such as Microsoft, Pinterest, Costar, Thrasio, Fiverr, Fanatics, Grubhub, Cardlytics, Overstock, MakeMyTrip, Purple, GSV Capital, Paytm, Integral Ad Science, and Thrillist. In addition, he advised on one of the largest Internet acquisitions in history, Just Eat Takeaway’s acquisition of Grubhub as well as other transactions such as Credit Karma’s sale to Intuit, Cardlytics’ acquisition of Dosh, Bonobos’ sale to Walmart, Reachlocal’s sale to Gannett, and Aristocrat Leisure’s acquisition of Plarium. Mr. Webb previously worked in private equity at HarbourVest Partners where he directed investments in Lightower Fiber Networks, Sidera Networks, and Confie Seguros. Mr. Webb holds a Master of Accountancy and Bachelor of Science in Accounting from Brigham Young University. We believe that Mr. Webb’s extensive experience in advising on M&A transactions and raising public and private capital qualifies him to serve on our Board. Narayan Shetkar has served as Chief Strategy Officer of Aeries since the consummation of the Business Combination in November 2023, and of ATG since 2021. Mr. Shetkar is responsible for supporting and executing the Company’s inorganic growth strategy and corporate development initiatives including mergers and acquisitions, investments, divestments, business combinations and structuring. Mr. Shetkar has previously served senior roles in management consulting, corporate banking and investment banking organizations including InCredMAPE Advisory, Centrum Capital and Deloitte. He has successfully closed multiple corporate transactions across mergers and acquisitions, private equity and structured financing. He is a chartered accountant from India and received a master’s degree in commerce from the University of Mumbai. Non-Employee Directors Venu Raman Kumar has served as non-executive Chairman of Aeries since the consummation of the Business Combination in November 2023, and of ATG since co-founding ATG in 2012. Mr. Kumar is a successful tech entrepreneur and private equity investor. He is the founder and former Vice Chairman and Chief Executive Officer of M*Modal Inc., a leading voice recognition, healthcare document technology company that he developed from a start-up until it was sold to One Equity Partners in 2012. Since then, he has actively invested in several ventures across India, Middle East and USA. He is also a limited partner in three large international private equity funds. He is on the board of THub, one of India’s most successful tech incubators and accelerators. Mr. Kumar was the winner of the Ernst and Young’s Entrepreneur of the Year 2007 award for Maryland, USA, and was also honored with Maryland International Leadership Award by the World Trade Centre Institute in the same year. He was appointed as Chairman of Global Entrepreneur Network India at the Global Entrepreneurs Summit in 2017. In addition to serving as the non-executive Chairman of Aeries, Mr. Kumar’s latest venture, CASHe, is a fin-tech platform lending to millennials in India using AI, big data analytics and blockchain technology. We believe that Mr. Kumar’s extensive experience as a successful tech entrepreneur and private equity investor, along with his active leadership roles in various ventures and prestigious organizations globally, qualify him to serve as our Chairman of the Board. 63 Alok Kochhar has served as a director of Aeries since the consummation of the Business Combination in November 2023. Mr. Kochhar brings with him his long-standing financial experience. He had a long career spanning over three decades with Bank of America, wherein he developed holistic knowledge of financial environments, regulatory frameworks, and market challenges across the region. Mr. Kochhar today is a senior advisor at Boston Consulting Group and continues to advise, guide and mentor several technology and financial services organizations. Mr. Kochhar holds an MBA from the Indian Institute of Management, Ahmedabad and a degree in chemical engineering from the Indian Institute of Technology, Delhi. Mr. Kochhar’s extensive financial expertise, combined with his deep understanding of financial and consulting domains, qualify him to serve on our Board. Biswajit Dasgupta has served as a director of Aeries since the consummation of the Business Combination in November 2023. Mr. Dasgupta is a partner at JRC Corporate Consulting and Senior Advisor at Arthur D. Little. Mr. Dasgupta served as the Chief Investment Officer and Head of Global Markets at Emirates Investment Bank, a Board Director of EIB Enhanced Liquidity Fund, Executive Director of Treasury at Abu Dhabi Investment Company. He has an extensive experience in treasury, institutional banking, corporate banking, investment sales, product development and debt capital markets. Mr. Dasgupta is a chartered accountant from India and a received a Bachelor of Commerce from Sri Ram College of Commerce. He also holds certifications in Fintech from Harvard University and Financial Markets from ACI FMA. Mr. Dasgupta’s extensive experience in consulting, investment and finance qualifies him to serve on our Board. Nina B. Shapiro has served as a director of Aeries since the consummation of the Business Combination in November 2023. Ms. Shapiro has over 30 years of international experience in project finance and business development. She held senior leadership and operating positions at the World Bank and its private sector arm, the International Finance Corporation (“IFC”), including as the World Bank Director of the Project Finance and Guarantee Department, and as VP Finance and Treasurer of the IFC. In these roles, she worked extensively with senior government and banking officials and with the private sector to develop major infrastructure, financial and manufacturing projects, as well as to open domestic capital markets such as China, Brazil and the UAE. Since retiring from the World Bank in 2011, Ms. Shapiro has taken on a full-time role as a corporate and advisory board member. Ms. Shapiro holds a bachelor’s degree from Smith College and a Master of Business Administration from Harvard Business School. Ms. Shapiro’s extensive experience in project finance and business development, along with her leadership roles in international financial organizations, qualify her to serve on our Board. Ramesh Venkataraman has served as a director of Aeries since the consummation of the Business Combination in November 2023. Mr. Venkataraman has over 32 years of experience in private equity investing and management consulting in the technology, telecom, software, industrial, financial services industries across both developed and emerging markets. Until 2007, he has been a partner with Mckinsey & Company in the US, UK, and India, where he led the firm’s technology and telecom practice in Asia. Since then, he has been a private equity investor and investment advisor focused on Europe, Asia and The Middle East. From 2007 to 2010 he was a managing director with Bridgepoint in London where he lead the technology buyout sector. From 2011 to 2012 and since 2016, Mr. Venkataraman has been the founder and managing partner at Avest, an investment platform advising a UAE sovereign wealth fund on its direct private equity investments and portfolio of business holdings. Between 2012 and 2016, Mr. Venkataraman led the private equity business of Avest’s joint venture with Samena Capital and was a member of Samena’s board of directors. Mr. Venkataraman holds a bachelor’s degree in electronics and communication engineering from the Indian Institute of Technology - Kharagpur, a Master of Philosophy in International Relations from Oxford University, and a MPA in Economics and Public Policy from Princeton University. Mr. Venkataraman’s extensive experience in management consulting, investment and board advisory across diverse industries qualifies him to serve on our Board. 64 Family Relationships There are no family relationships between any of our directors and executive officers. Board Composition The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling and direction to the Company’s management. When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of its business and structure, the Board is expected to focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business. The Board is divided into the following three classes, with members of each class serving staggered three-year terms: ● Class I, consisting of Alok Kochhar, Biswajit Dasgupta and Nina B. Shapiro, whose terms will expire at the Company’s first annual meeting of shareholders to be held after the consummation of the Business Combination; ● Class II, consisting of Daniel S. Webb and Ramesh Venkataraman, whose term will expire at the Company’s second annual meeting of shareholders to be held after the consummation of the Business Combination; and ● Class III, consisting of Venu Raman Kumar and Sudhir Appukuttan Panikassery, whose term will expire at the Company’s third annual meeting of shareholders to be held after the consummation of the Business Combination. At each annual meeting of shareholders to be held after the initial classification, the successors to directors whose terms are then expiring will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of the Board may have the effect of delaying or preventing changes in the Company’s control or management. The Company’s directors may be removed by a special resolution requiring at least 75% of the votes cast by the holders of the issued ordinary shares, present in person or represented by proxy at the shareholder meeting, and entitled to vote on such matter. Director Independence Nasdaq listing standards generally require that a majority of the Board be independent. As a controlled company, we are largely exempt from such requirements. An “independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship with the Company which, in the opinion of the Board, could interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board determined that each of the directors on the Board other than Venu Raman Kumar, Sudhir Appukuttan Panikassery and Daniel S. Webb qualify as independent directors, and the Board consists of a majority of “independent directors,” in compliance with the SEC and Nasdaq listing rules relating to director independence requirements. In addition, we are subject to the rules of the SEC and Nasdaq relating to the membership, qualifications, and operations of the audit committee, as discussed below. Board Leadership Structure The Board determined that it should maintain the flexibility to select the Chairperson of the Board and adjust its board leadership structure based on circumstances existing from time to time and based on criteria that are in the Company’s best interests and the best interests of its shareholders, including the composition, skills, diversity and experience of the board and its members, specific challenges faced by the Company or the industry in which it operates and governance efficiency. Currently, the Board has separated the roles of the Chief Executive Officer and the Chairperson, which are held by Sudhir Appukuttan Panikassery and Venu Raman Kumar, respectively. 65 Board Role in Risk Oversight One of the key functions of the Board is informed and involved oversight of Company’s risk management process related to the Company and its business. This oversight function is administered directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and the Company’s audit committee has the responsibility to consider and discuss the Company’s accounting, reporting, financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls, including major financial risk exposures, and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements. The compensation committee assesses and monitors whether the Company’s compensation plans, policies and programs comply with applicable legal and regulatory requirements. The nominating and corporate governance committee monitors the effectiveness of the Company’s governance practices and procedures. In addition, the Board will receive periodic detailed operating performance reviews from management. Controlled Company Exemption The Class V Shareholder has voting rights equal to 51% of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together as a class in connection with the appointment or removal of directors. As a result, Aeries is deemed a “controlled company” within the meaning of the Nasdaq’s corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements to have: (i) a board of directors composed of a majority of independent directors; (ii) a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; (iii) a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (iv) an annual performance evaluation of the nominating and corporate governance and compensation committees. Until the Class V ordinary share is automatically forfeited and cancelled upon the exchange of all AARK ordinary shares held by Mr. Kumar, Aeries may utilize these exemptions. While we do not intend to rely on these exemptions, if we determine to do so in the future, shareholders of Aeries may not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. If Aeries ceases to be a “controlled company” and its shares continue to be listed on Nasdaq, Aeries will be required to comply with these standards and, depending on the Board’s independence determination with respect to its then-current directors, Aeries may be required to add additional directors to its board in order to achieve such compliance within the applicable transition periods. Committees of the Board The Company has an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which have the composition and responsibilities described below. The Company’s board of directors may from time to time establish other committees. Members will serve on these committees until their resignation or until otherwise determined by the board of directors of the Company. Each committee operates under a charter approved by the board of directors of the Company. Copies of each charter are posted on the Investor Relations – Corporate Governance section of our website at https://www.aeriestechnology.com . Our website and the information contained on, or that can be accessed through, our website is not deemed to be incorporated by reference in, and is not considered part of, this report. The Company’s president and chief executive officer and other executive officers regularly report to the non-executive directors and the audit committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. We believe that the leadership structure of the Company’s board of directors will provide appropriate risk oversight of the Company’s activities. 66 Audit Committee The Company’s audit committee is comprised of Alok Kochhar, Biswajit Dasgupta and Nina B. Shapiro. Nina B. Shapiro is the chairperson of the audit committee. Alok Kochhar, Biswajit Dasgupta and Nina B. Shapiro each meet the requirements for independence and financial literacy under the current Nasdaq listing standards and SEC rules and regulations, including Rule 10A-3. In addition, Alok Kochhar, Biswajit Dasgupta and Nina B. Shapiro each qualify as an “audit committee financial expert” as defined in applicable SEC rules. The audit committee’s responsibilities include, among other things: (1) appointing, compensating, retaining, evaluating, terminating and overseeing the Company’s independent registered public accounting firm; (2) reviewing the adequacy of the Company’s system of internal controls and the disclosure regarding such system of internal controls contained in the Company’s periodic filings; (3) pre-approving all audit and permitted non-audit services and related engagement fees and terms for services provided by the Company’s independent auditors; (4) reviewing with the Company’s independent auditors their independence from management; (5) reviewing, recommending and discussing various aspects of the financial statements and reporting of the financial statements with management and the Company’s independent auditors; and (6) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. Compensation Committee The Company’s compensation committee is comprised of Alok Kochhar and Nina B. Shapiro. Alok Kochhar is the chairperson of the compensation committee. The composition of the compensation committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Each member of the committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee’s responsibilities include, among other things: (1) setting the compensation of the Chief Executive Officer and reviewing and approving or making recommendation to the Board regarding the compensation of the other executive officers of the Company; (2) reviewing on a periodic basis and making recommendations to the Board regarding director compensation; (3) reviewing and approving or making recommendation to the Board regarding the Company’s cash and equity-based benefit plans and administering the Company’s plans according to the plan; and (4) Reviewing and approving, or making recommendations to the Board regarding, the Company’s cash and equity-based benefit plans, and administering the Company’s plans in accordance with their terms. 67 The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Nominating and Corporate Governance Committee The nominating and corporate governance committee is comprised of Alok Kochhar, Biswajit Dasgupta and Ramesh Venkataraman. Biswajit Dasgupta is the chairperson of the nominating and corporate governance committee. The composition of the nominating and corporate governance committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. The nominating and corporate governance committee’s responsibilities include, among other thing: (1) identifying, evaluating and making recommendations to the Board regarding nominees for election to the board of directors and its committees; (2) developing and making recommendations to the Board regarding corporate governance guidelines and matters; (3) overseeing the Company’s corporate governance practices; and (4) overseeing the evaluation of the Board and individual directors. Shareholder Director Nominees Nominations of persons for election to the Board at any annual general meeting of shareholders may be made by or at the direction of the Board or by certain shareholders of the Company. In addition to any other applicable requirements, for a nomination to be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Company at the Company’s principal executive offices at 60 Paya Lebar Road, #08-13, Paya Lebar Square, Singapore. To be timely, a shareholder’s notice must have been received not less than 120 calendar days before the date of the Company’s proxy statement released to shareholders in connection with the previous year’s annual general meeting or, if the Company did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the Board with such deadline being a reasonable time before the Company begins to print and send its related proxy materials. In addition, a shareholder shall also comply with all of the applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Compensation Committee Interlocks and Insider Participation None of the members of the compensation committee is or has been at any time one of Aeries’ officers or employees, or has ever had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K. None of Aeries’ executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board of directors committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving as a member of Aeries’ Board or compensation committee. 68 Code of Ethics The board of directors of the Company adopted a Code of Ethics and Business Conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics and Business Conduct is available on the Investor Relations – Corporate Governance section of our website at https://aeriestechnology.com/. In addition, we post on the Corporate Governance section of our website all disclosures that are required by law or Nasdaq listing standards any amendments to, or waivers from, any provision of the Code of Ethics and Business Conduct. The reference to our website address in this report does not include or incorporate by reference the information on our website into this report. Delinquent Section 16 Reports Section 16(a) of the Exchange Act requires our officers, directors, and beneficial owners of more than 10% of our equity securities to timely file certain reports regarding ownership of and transactions in our securities with the SEC. Copies of the required filings must also be furnished to us. Section 16(a) compliance was required during the fiscal year ended March 31, 2024. To our knowledge, during the fiscal year ended March 31, 2024, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with, except for the following late filings: (1) a Form 4 required to be filed by World Webb Acquisition Sponsor, LLC to report the forfeiture of Class B ordinary shares, the conversion of Class B ordinary shares to Class A ordinary shares, and the distribution of private placement warrants and Class A ordinary shares to its members (the “Sponsor Distribution”), in connection with the closing of the Business Combination, which was filed on November 13, 2023; (2) a Form 4 required to be filed by Daniel Webb to report the forfeiture of Class B ordinary shares, the conversion of Class B ordinary shares to Class A ordinary shares, and the acquisition of Class A ordinary shares from the Sponsor Distribution, in connection with the closing of the Business Combination, which was filed on November 13, 2023; and (3) a Form 4 required to be filed by Kumar Venue Raman to report his acquisition of Class A ordinary shares in connection with the closing of the Business Combination, which was filed on November 15, 2023. Limitation on Liability and Indemnification of Directors and Executive Officers Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors and executive officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our memorandum and articles of association provide for indemnification of our directors and executive officers to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful neglect, or willful default. We entered into agreements with our directors and executive officers to provide contractual indemnification in addition to the indemnification provided for in our memorandum and articles of association. We have also purchased a policy of directors’ and officers’ liability insurance that insures our directors and executive officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our directors and executive officers. 69 Item 11 - EXECUTIVE COMPENSATION The following is a discussion and analysis of compensation arrangements of our named executive officers. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled back disclosure requirements applicable to emerging growth companies. Throughout this section, unless otherwise noted, “we,” the “Company,” “us,” “our” and similar terms refer to ATG and its subsidiaries prior to the consummation of the Business Combination, and to Aeries and its subsidiaries after the Business Combination. Aeries Executive Compensation Our named executive officers (“ NEOs ”) for the fiscal year ended March 31, 2024 and their respective positions with Aeries were as follows: ● Sudhir Appukuttan Panikassery, our Chief Executive Officer ● Bhisham (Ajay) Khare, our Chief Revenue Officer & Chief Operating Officer - Americas ● Unnikrishnan (Unni) Balakrishnan, our Chief Technology Officer Summary Compensation Table The following table provides information regarding the compensation provided to our NEOs for the past two fiscal years ended on March 31, 2024 and March 31, 2023. Name and Principal Position Fiscal year Ended Salary (1) Bonus (2) Option Awards (3) All other compensation (5) Total Sudhir Appukuttan Panikassery March 31, 2024 $ 423,705 - - $ 2,108 $ 425,813 Chief Executive Officer March 31, 2023 $ 279,191 $ 902,074 $ 5,510,800 $ 3,723 $ 6,695,787 Bhisham (Ajay) Khare March 31, ‌2024 $ ‌305,758 - - $ - $ 305,758 CRO & COO - US Operations March 31, ‌2023 $ 240,000 $ ‌271,000 - - $ ‌511,000 Unnikrishnan (Unni) Balakrishnan Nambiar March 31, ‌2024 $ ‌191,257 - - $ ‌25,000 (4) $ 216,257 Chief Technology Officer March 31, ‌2023 $ ‌137,459 $ ‌96,000 - - $ ‌233,459 (1) The amounts in this column reflect the base salary paid to the named executive officers for the fiscal years ended March 31, 2024 and March 31, 2023. The U.S. dollar amount shown in the “Salary” column, totaling USD 423,705, includes payments made to Mr. Panikassery from April 1, 2023 to November 5, 2023, amounting to INR 13,437,495 equivalent to U.S. dollars of 161,898 converted using a currency conversion rate of INR 83 per USD, and from November 6, 2023 to March 31, 2024 amounting to USD 261,807. The U.S. dollar amount shown in the “Salary” column, totaling USD 279,191, includes payments made to Mr. Panikassery for the fiscal year 2023, amounting to INR 22,500,000 converted using a currency conversion rate of INR 80.59 per USD. The U.S. dollar amount shown in the “Salary” column, totaling USD 191,257, includes payments made to Mr. Nambiar from April 1, 2023 to November 5, 2023, amounting to INR 5,782,303 equivalent to U.S. dollars of 69,666 converted using a currency conversion rate of INR 83 per USD, and from November 6, 2023 to March 31, 2024 amounting to USD 121,591. The U.S. dollar amount shown in the “Salary” column, totaling USD 137,459, includes payments made to Mr. Nambiar for the fiscal year 2023, amounting to INR 11,077,830 converted using a currency conversion rate of INR 80.59 per USD. (2) The amounts in this column represent the amount of discretionary bonus payments earned by each named executive officers in respect of the fiscal year ended March 31, 2023. No bonus is expected to be issued with respect to the fiscal year ended March 31, 2024. The U.S. dollar amount shown in the “Bonus” column, totaling USD 902,074, includes payments made to Mr. Panikassery for the fiscal year 2023, amounting to INR 72,698,107 converted using a currency conversion rate of INR 80.59 per USD. The U.S. dollar amount shown in the “Bonus” column, totaling USD 96,000, includes payments made to Mr. Nambiar for the fiscal year 2023, amounting to INR 7,736,640 converted using a currency conversion rate of INR 80.59 per USD. (3) The amounts in this column represent the aggregate grant fair value of option awards granted to each named executive officer in the fiscal years ended March 31, 2024 and March 31, 2023, computed in accordance with ASC Topic 718. See Note 15 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for the assumptions used in calculating the grant date fair value. (4) The amount represents a one-time relocation allowance provided to Mr. Nambiar to relocate from India to the United States. (5) The U.S. dollar amount shown in the “All other compensation” column, totaling USD 2,108, includes payments made to Mr. Panikassery for the fiscal year 2024, amounting to INR 175,000 converted using a currency conversion rate of INR 83 per USD. The U.S. dollar amount shown in the “All other compensation” column, totaling USD 3,723, includes payments made to Mr. Panikassery for the fiscal year 2023, amounting to INR 300,000 converted using a currency conversion rate of INR 80.59 per USD. 70 Narrative Disclosure to Summary Compensation Table Annual Base Salary The compensation of our named executive officers is generally determined and approved by the compensation committee and board of directors. The base salaries of each of the named executive officers for the fiscal year ended March 31, 2024 are listed below. Name Fiscal Year 2024 Base Salary Sudhir Appukuttan Panikassery $ 423,705 Bhisham (Ajay) Khare $ 305,758 Unnikrishnan (Unni) Balakrishnan Nambiar $ 191,257 Annual Performance-Based Bonus Opportunity From time to time, our board of directors or compensation committee may approve cash bonuses for our executive officers based on certain company performance or as otherwise determined appropriate. The bonus amounts for Mr. Panikassery, Mr. Khare and Mr. Nambiar for the years ended March 31, 2024 and 2023 were determined based on their compensation arrangements with ATG or its subsidiaries prior to the Business Combination. These arrangements included Mr. Panikassery’s consultancy services agreement, which provided for an incentive in the form of an annual bonus and event-based special bonuses contingent upon the completion of M&A transactions; Mr. Khare’s employment offer letter, which provided for an annual bonus determined at the employer’s discretion based on certain financial metrics of the business (5% of the net profit after tax, free cash flows and future requirements of funds); and Mr. Nambiar’s employment letter, which provided for an annual bonus determined at the discretion of the employer. For additional information regarding the bonus arrangements with our named executive officers for fiscal years ending March 31, 2025 and beyond, please see the sections below titled “— Executive Employment Agreements. ” Equity-Based Incentive Awards Aeries’ equity-based incentive awards are designed to align our interests and those of our shareholders with those of our employees and consultants, including its executive officers. The board of directors or the compensation committee is responsible for approving equity grants. The Company intends to attract, retain and motivate key talents working with the Company, by way of rewarding their high performance and motivate them to contribute to the overall corporate growth and profitability. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance. Aeries may grant equity awards at such times as its board of directors or compensation committee determines appropriate. Prior to the closing of the Business Combination, ATG had two stock option plans, ATG Management Stock Option Plan 2019, as amended, and ATG Employees Stock Option Plan 2020, as amended. Under the ATG Management Stock Option Plan 2019, as amended, 177,345 options were granted to Mr. Panikassery on September 27, 2019, 59,110 options were granted to Mr. Nambiar on September 27, 2019 and 59,110 options were granted to Mr. Khare on April 1, 2020. Under the ATG Employees Stock Option Plan 2020, as amended, 59,900 options were granted to Mr. Panikassery on July 22, 2022. Upon the closing of the Business Combination, the Aeries Technology, Inc. 2023 Equity Incentive Plan became effective. The board of directors of the Company approved the Plan on March 11, 2023, subject to approval by the shareholders. The Plan was approved by the Company’s shareholders on November 2, 2023 and the Plan became effective upon the consummation of the Business Combination. The maximum number of our Class A ordinary shares that may be issued under the Plan may not exceed 9,031,027 of our Class A ordinary shares, subject to certain adjustments set forth in the Plan. For additional information regarding the equity awards held by our named executive officers as of March 31, 2024, please see the section below entitled “- Outstanding Equity Awards at Fiscal Year-End .” 71 Other Compensation and Employee Benefits All of our named executive officers are eligible to participate in Aeries’ employee benefit plans, including gratuity, leave encashment, health insurance (including group Mediclaim policy, group term life and personal accident policy), its Employee Provident Fund, Employee Pension Scheme, Employee State Insurance as required by Indian law, and for the U.S.-based employees, medical insurance plan, on the same basis as all of our other employees. We generally do not provide perquisites or personal benefits to the named executive officers. Aeries maintains a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Mr. Khare participates in the 401(k) plan. Eligible employees are able to defer eligible compensation up to certain Internal Revenue Code limits, which are updated annually. Aeries has the ability to make matching and discretionary contributions to the 401(k) plan. Currently, Aeries makes a 4% safe harbor contribution on behalf of its employees to the 401(k) plan. None of our named executive officers participated in, or earned any benefits under, a nonqualified deferred compensation plan sponsored by Aeries during the fiscal year ended March 31, 2024. Our board of directors may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in Aeries’ best interests. Outstanding Equity Awards at Fiscal Year-End The following illustrates outstanding equity incentive awards held by the named executive officers as of March 31, 2024. All equity awards held by our named executive officers as of March 31, 2024 were fully vested. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END Option Awards Stock Awards Name (a) Number of Securities Underlying Unexercised Options (#) Exercisable (b) Number of Securities Underlying Unexercised Options (#) Unexercisable (c) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) Option Exercise Price ($) (e) Option Expiration Date (f) Number of Shares or Units of Stock That Have Not Vested (#) (g) Market Value of Shares or Units of Stock That Have Not Vested ($) (h) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) Sudhir Appukuttan Panikassery 177,345 (1) 0 0 $ 0.12 30-Oct-25 59,900 (2) 0 0 $ 0.12 21-July-28 0 $ 0 0 0 Unnikrishnan (Unni) Balakrishnan Nambiar 59,110 (3) 0 0 $ 0.12 30-Oct-25 0 $ 0 0 0 Bhisham (Ajay) Khare 59,110 (4) 0 0 $ 0.12 30-Mar-26 0 $ 0 0 0 (1) The amount in this column reflects the options granted on September 27, 2019 and vested on October 31, 2020 with an exercise price of $0.12 under ATG Management Stock Option Plan, 2019, as amended. (2) The amount in this column reflects the options granted on July 22, 2022 and vested on July 22, 2023 with an exercise price of $0.12 under the ATG Employees Stock Option Plan 2020, as amended. (3) The amount in this column reflects the options granted on September 27, 2019 and vested on October 31, 2020 with an exercise price of $0.12 under ATG Management Stock Option Plan, 2019, as amended. (4) The amount in this column reflects the options granted on April 1, 2020 and vested on March 31, 2021 with an exercise price of $0.12 under ATG Management Stock Option Plan, 2019, as amended. 72 Executive Employment Agreements; Potential Payments Upon Termination or Change in Control Each of our named executive officers is party to an employment agreement, the material terms of which are summarized below. Employment Agreement with Sudhir Appukuttan Panikassery On November 6, 2023, AARK entered into an Employment Agreement with Sudhir Appukuttan Panikassery (the “Panikassery Employment Agreement”), effective as of that date. On February 16, 2024, the Panikassery Employment Agreement was assigned to Aeries. Effective June 1, 2024, the Panikassery Employment Agreement was assigned from Aeries to its subsidiary, Aeries Technology Middle East Ltd., and amended and restated to reflect that Mr. Panikassery’s employment will be subject to the laws of the UAE, where Mr. Panikassery is a resident. Under the Panikassery Employment Agreement, Mr. Panikassery’s initial annual salary is $650,000. For the fiscal year ended March 31, 2024, Mr. Panikassery is entitled to such annual bonus opportunity as described in his consulting agreement with the Company or its subsidiary in effect immediately prior to November 6, 2023. Commencing with the fiscal year ending March 31, 2025, Mr. Panikassery will be eligible to receive a target bonus of up to 300% of his base salary based on achieving certain performance criteria which shall be determined by the Board of Directors or the Compensation Committee of Aeries. Under the Panikassery Employment Agreement, as amended, Mr. Panikassery is eligible to receive an initial, fully vested option grant under the 2023 Equity Incentive Plan (the “Plan”) to purchase 5,151,005 shares at an exercise price equal to the par value per share. The initial option was granted on June 8, 2024. In addition, in the discretion of the Compensation Committee, Mr. Panikassery is eligible to receive a second option grant to purchase up to 1,500,000 shares, which option would have an exercise price of not less than the grant date fair market value of the underlying shares and be subject to service- and performance-based vesting conditions. If Aeries terminates Mr. Panikassery’s employment without “cause” or if he terminates his employment for “good reason” (each as defined in the Panikassery Employment Agreement), then, in addition to any accrued amounts or benefits, Mr. Panikassery will be eligible to receive an amount equal to 18 months of his annual salary, an amount equivalent to his annual benefits and an amount equal to the bonus received during the immediate preceding two years, which amount shall be payable in equal installments (less applicable withholdings and deductions) over a period of 12 months following the termination date. The Panikassery Employment Agreement contains certain restrictive covenants that apply during and after Mr. Panikassery’s employment, including a non-solicitation agreement and an agreement to not disclose confidential information for a two-year period following his termination of employment for any reason. It also includes a non-competition agreement for a one-year period. Employment Agreement with Bhisham Khare On November 6, 2023, Aeries Solutions entered into an Employment Agreement with Bhisham (Ajay) Khare (the “Khare Employment Agreement”), which was amended on June 12, 2024, to clarify the terms of Mr. Khare’s annual incentive opportunity and the form and terms of the equity award which Mr. Khare is eligible to receive under the Plan. Under the Khare Employment Agreement, Mr. Khare’s initial base salary is $400,000. For the fiscal year ended March 31, 2024, Mr. Khare is entitled to such annual bonus opportunity as described in his employment agreement with the Company or its subsidiary in effect immediately prior to November 6, 2023. Commencing with the fiscal year ending March 31, 2025, Mr. Khare will be eligible to receive a target bonus of up to 200% of his base salary based on achieving certain performance criteria which shall be determined by the Board of Directors or the Compensation Committee of Aeries. 73 Under the Khare Employment Agreement, as amended, Mr. Khare is eligible to receive a fully vested restricted share unit award under the Plan for a total of 2,471,360 shares, which award was granted on May 22, 2024. If Mr. Khare’s employment is terminated without “cause” or if he terminates his employment for “good reason” (each as defined in the Khare Employment Agreement), then Mr. Khare will be eligible to receive an amount equal to 18 months of his base salary, an amount equivalent to his annual benefits and an amount equal to the bonus received during the immediate preceding two years, which amount shall be payable in equal installments (less applicable withholdings and deductions) over a period of 12 months following the termination date. The Khare Employment Agreement contains certain restrictive covenants that apply during and after Mr. Khare’s employment, including a non-solicitation agreement and an agreement to not disclose confidential information for a two-year period following his termination of employment for any reason. The Khare Employment Agreement also includes a non-competition agreement for a one-year period. Employment Agreement with Unnikrishnan Nambiar On November 6, 2023, Aeries Solutions entered into an Employment Agreement with Unnikrishnan (Unni) Balakrishnan Nambiar (the “Nambiar Employment Agreement”), which was amended on June 12, 2024, to clarify the terms of Mr. Nambiar’s annual incentive opportunity and the form and terms of the equity award which Mr. Nambiar is eligible to receive under the Plan. Under the Nambiar Employment Agreement, Mr. Nambiar’s initial base salary is $300,000. For the fiscal year ended March 31, 2024, Mr. Nambiar is entitled to such annual bonus opportunity as described in his employment agreement with the Company or its subsidiary in effect immediately prior to November 6, 2023. Commencing with the fiscal year ending March 31, 2025, Mr. Nambiar will be eligible to receive a target bonus of up to 200% of his base salary based on achieving certain performance criteria which shall be determined by the Board of Directors or the Compensation Committee of Aeries. Under the Nambiar Employment Agreement, as amended, Mr. Nambiar is also eligible for to receive an initial, fully vested restricted share unit award for 660,847 shares, which award was granted on May 22, 2024. In addition, subject to stockholder approval of an amendment to the Plan, Mr. Nambiar is eligible to receive an option grant to purchase 400,000 shares, which option will have an exercise price of not less than the grant date fair market value of the underlying shares and be subject to service- and performance-based vesting conditions. If Mr. Nambiar’s employment is terminated without “cause” or if he terminates his employment for “good reason” (each as defined in the Nambiar Employment Agreement), then, in addition to any accrued amounts or benefits, Mr. Nambiar will be entitled to receive any Aeries Solutions Accrued Amounts and an amount equal to 18 months of his base salary, an amount equivalent to his annual benefits and an amount equal to the bonus received during the immediate preceding two years, which amount shall be payable in equal installments (less applicable withholdings and deductions) over a period of 12 months following the termination date. The Nambiar Employment Agreement contains certain restrictive covenants that apply during and after Mr. Nambiar’s employment, including an agreement to not disclose confidential information. 74 Director Compensation Table The following table provides information regarding the compensation provided to our directors for the fiscal year ended March 31, 2024, excluding the executive director whose compensation has been disclosed above in the Summary Compensation Table. Name (a) Fees earned or paid in cash ($) (b) Stock awards ($) (c) Option awards ($) (d) Non-equity incentive plan compensation ($) (e) Nonqualified deferred compensation earnings ($) (f) All other compensation ($) (g) Total ($) (h) Venu Raman Kumar $ 262,226 - - - - - $ 262,226 Alok Kochhar $ 20,171 - - - - - $ 20,171 Biswajit Dasgupta $ 20,171 - - - - - $ 20,171 Nina B. Shapiro $ 20,171 - - - - - $ 20,171 Ramesh Venkataraman $ 20,171 - - - - - $ 20,171 Daniel W. Webb $ 1 - - - - - 1 Aeries Director Agreements Director Agreement with Chairman On November 6, 2023, Aeries entered into a director service agreement with Mr. Kumar (the “Kumar Director Agreement”). Under the agreement, Mr. Kumar will serve as Chairman of Board and non-executive Chairman of the Company during his directorship. Aeries will pay Mr. Kumar an annual fee of $650,000 for director services. Commencing with the fiscal year ended March 31, 2024, Mr. Kumar is entitled to an annual bonus opportunity, the amount of which shall be determined by the Board, up to 300% of Mr. Kumar’s annual fee. Additionally, Mr. Kumar is eligible for a grant of options equal to those granted to the Company’s Chief Executive Officer pursuant to the Plan. Mr. Kumar agreed to confidentiality and intellectual property protection provisions as part of the agreement. Director Agreements with Executive Directors On November 6, 2023, Aeries entered into a director service agreement with each of Mr. Panikassery and Mr. Webb (each, an “Executive Director”). Under each agreement, Aeries will pay the Executive Director an annual fee of $1 for director services. The Executive Director agreed to confidentiality and intellectual property protection provisions as part of the agreement. Director Agreements with Non-Executive Directors On November 6, 2023, Aeries entered into a director service agreement with Mr. Kochhar, Mr. Dasgupta, Ms. Shapiro and Mr. Venkataraman (each, a “Non-Executive Director”). Under the agreement, Aeries will pay the Non-Executive Director an annual fee of $50,000 for director services. Additionally, the Non-Executive Director is eligible for a grant of up to 75,000 restricted share units pursuant to the Plan. The Non-Executive Director agreed to confidentiality and intellectual property protection provisions as part of the agreement. 75 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. The following table sets forth beneficial ownership of Class A ordinary shares as of September 27, 2024 by: ● each person known by Aeries to be the beneficial owner of more than 5% of Aeries’ outstanding ordinary shares; ● each of Aeries’ current directors and named executive officers; ● all of Aeries’ current directors and executive officers as a group; and ● the Class V Shareholder. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of options, within 60 days of September 27, 2024, the most recent practicable date prior to the date of this report. Shares subject to options that are currently exercisable or exercisable within 60 days of September 27, 2024 are considered outstanding and beneficially owned by the person holding such options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to Aeries, Aeries believes that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. Number of Class A ordinary shares Beneficially Owned % of Class A ordinary shares Beneficially Owned Voting % in Aeries (1) Name and Address of Beneficial Owners Five percent holders: Venu Raman Kumar (2) 28,098,530 61.6 % 59.8 % Sudhir Appukuttan Panikassery 5,151,005 11.6 % 11.4 Class V Shareholder Meet Atul Doshi (3) - - 1.3 % Executive Officers and Directors (4) Sudhir Appukuttan Panikassery 5,151,005 11.6 % 11.4 Unnikrishnan (Unni) Balakrishnan Nambiar (5) 660,847 1.5 % - Bhisham (Ajay) Khare (6) 4,173,728 8.6 % - Daniel S. Webb (7) 1,307,815 2.9 % 1.2 % Narayan Shetkar - - - Venu Raman Kumar (2) 28,098,530 61.6 % 59.8 % Rajeev Gopala Krishna Nair - - - Alok Kochhar - - - Biswajit Dasgupta - - - Nina B. Shapiro - - - Ramesh Venkataraman - - - All named executive officers and directors (11 individuals) 39,391,925 76.9 % 72.5 % 76 (1) We have a dual class ordinary share structure. As of the September 27, 2024, there are 44,500,426 Class A ordinary shares and 1 Class V ordinary share outstanding. In accordance with our Memorandum and Articles of Association, such the V ordinary share has no economic rights, but has voting rights equal to (1) 26.0% of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together as a single class (subject to a proportionate reduction in voting power in connection with the exchange by Mr. Kumar of AARK ordinary shares for Class A ordinary shares pursuant to the applicable Exchange Agreement); provided, however, that such proportionate reduction will not affect the voting rights of the Class V ordinary share in the event of (i) a threatened or actual hostile change of control and/or (ii) the appointment and removal of a director on our board of directors, and (2) in these circumstances, including the threat of a hostile change of control of Aeries, 51% of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together as a class. (2) Includes (i) 5,638,530 Class A ordinary shares held directly by Innovo Consultancy DMCC, which is wholly owned by Mr. Kumar, (ii) 21,337,000 Class A ordinary shares held directly by Mr. Kumar, and (iii) the right to acquire up to 1,123,000 Class A ordinary shares pursuant to the applicable Exchange Agreement. The business address of Innovo Consultancy DMCC is Unit No: 1874, DMCC Business Centre, Level No 1, Jewellery & Gemplex 3, PO Box 62693, Dubai, United Arab Emirates. (3) Meet Atul Doshi is the sole beneficial owner of and has dispositive voting power of the Class V ordinary share held of record by NewGen Advisors and Consultants DWC-LLC. The Class V Shareholder is owned by a business associate of Mr. Kumar. Mr. Kumar does not have control over the Class V Shareholder, and the Class V Shareholder will not receive any compensation in connection with its ownership of the Class V ordinary share. Although the Class V Shareholder is not required by contract or otherwise to vote in a manner that is beneficial to Mr. Kumar and may vote the Class V Ordinary Share in its sole discretion, given the business relationship between the Class V Shareholder and Mr. Kumar, Mr. Kumar believes that the Class V Shareholder could protect the interests of Mr. Kumar from extraordinary events, such as a hostile takeover or board contest, prior to the exchange of all ordinary shares of AARK by Mr. Kumar. The business address of the Class V Shareholder is 707 Al Baha, Al Mankhoot, Dubai, UAE. (4) Unless otherwise noted, the business address of each of the directors and officers is 60 Paya Lebar Road, #08-13 Paya Lebar Square, Singapore. (5) Includes vested restricted stock units to receive 660,847 Class A ordinary share to be settled in a number of substantially equal monthly installments between August 15, 2024 and March 15, 2025. (6) Includes (i) the right to acquire up to 1,702,368 Class A ordinary shares pursuant to the applicable Exchange Agreement, of which 851,184 Class A ordinary shares are issuable pursuant to the exercise of exchange rights by the ESOP Trust, for which the reporting person is a beneficiary, and assumes distribution of the underlying shares by the Aeries Employee Stock Option Trust to Mr. Khare prior to an exchange for Class A ordinary shares, and (ii) vested restricted stock units to receive 2,471,360 Class A ordinary shares to be settled in a number of substantially equal monthly installments between August 15, 2024 and March 15, 2025. (7) Includes (i) 560,000 Class A ordinary shares, and (ii) vested restricted stock units to receive 747,815 Class A ordinary share to be settled in a number of substantially equal monthly installments between August 15, 2024 and March 15, 2025. 77 Item 13. Certain Relationships and Related Transactions, and Director Independence. Policies and Procedures for Related Party Transactions The Company has adopted a related person transactions policy effective upon the consummation of the Business Combination. The policy provides that executive officers, directors, nominees for directors, holders of more than 5% of any class of the Company’s voting securities, and any member of the immediate family of any of the foregoing persons, will not be permitted to enter into a related person transaction with the Company without the prior consent of the audit committee, or other independent members of the Company’s board of directors in the event it is inappropriate for the audit committee to review such transaction due to a conflict of interest. Any request for the Company to enter into a transaction with an executive officer, director, nominee for director, significant shareholder, or any of their immediate family members, in which the amount involved exceeds or is expected to exceed $120,000, must first be presented to the audit committee for review, consideration, and approval. In approving or rejecting the proposed transactions, the audit committee will take into account all of the relevant facts and circumstances available. Aeries Related Party Transactions This section does not include any equity and other compensation, termination, change in control and other similar arrangements, which are described under “Executive Compensation.” Agreements and Transactions with Entities owned or controlled by, or related to, the Majority Shareholder Mr. Kumar, our majority shareholder and Chairman of the Board, and the son of Mr. Kumar, Mr. Vaibhav Rao, are principal shareholders or otherwise control the following entities, amongst others. ● Aeries Technology Products and Strategies Private Limited (“ATPSPL”); ● Ralak Consulting LLP; ● Aark II Pte Ltd (“Aark II”); ● TSLC Pte Ltd (“TSLC”); ● Innovo Consultancy DMCC; The following entities are related parties to Mr. Kumar: ● Aeries Financial Technologies Private Ltd (“AFT”); ● Bhanix Finance and Investment Ltd; These entities have transactions or agreements with the Company and its subsidiaries, collectively referred to as the “group,” as discussed below. Intercompany Deposits to ATPSPL and AFT In the years ended March 31, 2024 and 2023, the group has provided intercompany deposits (“ICDs”) in one or more tranches to ATPSPL to meet its working capital requirements. The ICDs have a term of three years from the date of disbursement of the ICDs with an interest rate ranging between 12 to 13% per annum payable by ATPSPL and an interest rate ranging between 15% to 17% payable by AFT to the group. The total outstanding balances of the ICDs were $0.7 million and $0.4 million for the period ended March 31, 2024 and 2023, respectively. 78 Intercompany Deposits from ATPSPL In the year ended March 31, 2024, the group has received ICDs in one or more tranches from ATPSPL to meet its working capital requirements. The ICDs have a term of three years from the date of disbursement of the ICDs with an interest rate ranging between 12 to 13% per annum payable to ATPSPL by the group. The outstanding balance of the ICDs was $0.5 million for the period ended March 31, 2024. Loan from Mr. Vaibhav Rao The group has received a loan in one or more tranches from Mr. Vaibhav Rao to meet its business requirements. The loan carries an interest rate of 10% per annum payable to Mr. Vaibhav Rao by the group. The outstanding balances of the loan were $0.8 million and $0.8 million for the periods ended March 31, 2024 and 2023, respectively. Management Consultancy Services provided to Aark II and TSLC In the years ended March 31, 2024 and 2023, ATG has provided management consulting services to Aark II under a Master Services Agreement (“MSA”), dated June 21, 2021 and to TSLC under another MSA dated July 12, 2021, in the aggregate amount of $3.3 million and $2.2 million, respectively. The MSAs provided for management consulting services in the areas of Finance and Accounts, Business Application support and IT support. The MSAs include an auto-renewal term and continue until either party decides to terminate them as per the terms of the respective MSAs. The outstanding balances of the accounts receivables as of March 31, 2024 were $0.6 million for Aark II and $0.1 million for TSLC, and as of March 31, 2023 were $1.1 million for Aark II and $0.3 million for TSLC. Consulting Agreement with Ralak Consulting LLP ATG entered into a Consultancy Service Agreement with Ralak Consulting LLP on April 1, 2022 to avail of consulting services from Ralak Consulting LLP, including implementation services in business restructuring, risk management, feasibility studies, and mergers and acquisitions. The aggregate amount of the advisory services received during the year ended March 31, 2024 and 2023 was $0.4 million each. Cost Sharing Arrangements with AFT and Bhanix Finance And Investment Limited For the years ended March 31, 2024 and 2023, the group entered into cost sharing arrangements with Aeries Financial Technologies Private Limited and Bhanix Finance and Investment Limited under separate facility Agreements, each dated April 1, 2020, in the aggregate amount of $0.3 million and $0.3 million, respectively. The cost sharing arrangements include services in the areas of office management, IT and operations. The agreements have a 36-month term with automatic renewals after the original term. Investments The group invested in 349,173 Series-A Cumulative Redeemable Preference Securities (“Series-A CRPS”) of AFT on October 29, 2018. The Series-A CRPS carry a cumulative dividend rate of 0.001% per year and have a term of 19 years from the date of investment. The carrying value of this investment as on March 31, 2024 was $0.9 million. The group invested in 4,500,000 Cumulative Redeemable Preference Shares (“CRPS”) of ATPSPL. The CRPS carry a cumulative dividend of 10% per annum. 3,500,000 CRPS can be redeemed any time before 19 years form the date of issue i.e., June 27, 2017 by giving a 30-day redemption request and 1,000,000 CRPS can be redeemed any time before 20 year from the date of issue i.e. April 6, 2016 by giving a 30-day redemption request. The carrying value of this investment as of March 31, 2024 was $0.8 million. 79 Corporate Guarantee provided to Bhanix Finance And Investment Limited The group had an outstanding guarantee of approximately $2.4 million as on March 31 2023, which pertained to a fund-based and non-fund based revolving credit facility availed by an affiliate, Bhanix Finance And Investment Limited, from Kotak Mahindra Bank. The corporate guarantee required the group to make payment in the event the borrower fails to perform any of its obligations under the credit facilities. The said guarantee was terminated on June 1, 2023. Private Placement in Connection with the Business Combination As part of the Business Combination and upon the closing, 5,638,530 of our newly issued Class A ordinary shares were issued to Innovo Consultancy DMCC, a company incorporated in Dubai, UAE and controlled by Mr. Kumar. Exchange Agreements On the Closing Date, Aeries entered into exchange agreements with Mr. Kumar and the Other ATG Shareholders, respectively. Pursuant to the Exchange Agreements, prior to April 1, 2024 and subject to certain exercise conditions, each holder of AARK ordinary shares and ATG ordinary shares may exchange up to 20% of the number of AARK ordinary shares and ATG ordinary shares, as applicable, held by such holder for Class A ordinary shares or cash, in each case as provided in the Exchange Agreements. From and after April 1, 2024 and subject to certain exercise conditions, Aeries shall have the right to acquire all of the AARK or ATG ordinary share for Class A ordinary shares or cash. In addition, after April 1, 2024 and subject to certain exercise condition, each shareholder of AARK and ATG ordinary shares shall have the right to require Aeries to provide Class A ordinary shares or cash in exchange for up to all of the AARK or ATG ordinary shares. Each share of AARK may be exchanged for 2,246 Class A ordinary shares and each ATG ordinary share may be exchanged for 14.40 Class A ordinary shares, in each case subject to certain adjustments. The Exchange Agreements are conditioned on satisfaction of: (a) approval from the RBI and any other regulatory approvals, if required; and (b) at least two of the following conditions: (i) consolidated twelve month EBITDA of all operating entities in which we have direct or indirect shareholding achieves of at least $6 million; (ii) consolidated twelve month revenue of all entities in which the Company has a direct or indirect shareholding achieves at least $60 million; (iii) minimum trading volume of (26 weeks average volume will be considered as the benchmark) of 60,000 shares; (iv) achievement of a trading price of at least $10.00 for 10 or more trading days in a 20-day period; (v) raising of funding of at least $10 million; or (vi) acquisition of one other business with a value of at least $5 million. The cash exchange payment may only be elected in the event approval from RBI is not obtained for exchange of shares and provided that Aeries has reasonable cash flow to be able to pay the cash exchange payment and such payment would not be prohibited by any then outstanding debt agreements or arrangements of Aeries. Exchange of AARK Shares On March 26, 2024, the Company determined that the exercise conditions in the Exchange Agreements with respect to Mr. Kumar and one of the Other ATG Shareholders, Bhisham Khare, had been satisfied. On April 5, 2024, Mr. Kumar exchanged an aggregate amount of 9,500 AARK ordinary shares for 21,337,000 Exchanged Shares. 80 Item 14. Principal Accountant Fees and Services . On August 11, 2024, the Audit Committee appointed MCA as the successor independent registered public accounting firm. MCA will serve as the Company’s independent registered public accounting firm for the fiscal years ended March 31, 2024 and 2023. The following is a summary of fees paid or to be paid to MCA for professional services rendered for the audit of the Company’s financial statements for the fiscal years ended March 31, 2024 and 2023. Audit Fees – Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by MCA in connection with regulatory filings. The aggregate fees billed by MCA for professional services rendered for the audit of our annual financial statements for the years ended March 31, 2024 and 2023 totaled $60,000. These amounts include interim procedures and audit fees, as well as attendance at audit committee meetings. Audit-Related Fees – Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees” above. These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay MCA for audit related fees for the years ended March 31, 2024 and 2023. Tax Fees – Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay MCA for tax fees for the years ended March 31, 2024 and 2023. All Other Fees – All other fees consist of fees billed for all other services. We did not pay MCA for other services for the years ended March 31, 2024 and 2023. Pre-Approval Policy On a going-forward basis, our audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 81 PART IV Item 15. Exhibits, Financial Statement Schedules . (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Financial Statements: See “Index to Financial Statements” at page F-1. (b) Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. (c) Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. Exhibit No. Description 2.1† Business Combination Agreement, dated as of March 11, 2023, by and among Worldwide Webb Acquisition Corp., WWAC Amalgamation Sub Pte. Ltd. and Aark Singapore Pte. Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on March 13, 2023). 2.2 Amendment No. 1 to Business Combination Agreement, dated June 30, 2023, by and among Worldwide Webb Acquisition Corp., WWAC Amalgamation Sub Pte. Ltd. and Aark Singapore Pte. Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on July 5, 2023). 2.3 Amendment No. 2 to Business Combination Agreement, dated October 9, 2023, by and among Worldwide Webb Acquisition Corp., WWAC Amalgamation Sub Pte. Ltd. and Aark Singapore Pte. Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on October 10, 2023). 2.4 Amendment No. 3 to Business Combination Agreement, dated as of October 29, 2023, by and among Worldwide Webb Acquisition Corp., WWAC Amalgamation Sub Pte. Ltd. and Aark Singapore Pte. Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on October 30, 2023). 3.1 Amended & Restated Memorandum and Articles of Association of Aeries Technology, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on November 13, 2023) 4.1 Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s registration statement on Form S-1 filed with the SEC on October 13, 2021) 4.2 Warrant Agreement, dated October 22, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on October 25, 2021). 4.3 Specimen Warrant Certificate (included in Exhibit 4.2 herein). 4.4* Description of the Company’s securities. 10.1 Letter Agreement, dated October 22, 2021, among the Company, its officers and directors and Worldwide Webb Acquisition Sponsor LLC (incorporated by reference to the Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on October 25, 2021). 10.2 Letter Agreement Amendment, April 10, 2023 among the Company, its officers and directors and Worldwide Webb Acquisition Sponsor LLC (incorporated by reference to the Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on April 12, 2023). 10.3 Letter Agreement Amendment, dated as of October 26, 2023 (incorporated by reference to the Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on October 30, 2023). 10.4 Registration Rights Agreement, dated October 22, 2021, among the Company and certain security holders named therein (incorporated by reference to the Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on October 25, 2021). 82 10.5 Registration Rights Agreement Amendment, dated as of October 26, 2023 among the Company and certain security holders named therein (incorporated by reference to the Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on October 30, 2023). 10.6 Form of Investment Agreement among the Registrant, Worldwide Webb Acquisition Sponsor LLC and the anchor investors (incorporated by reference to Exhibit 10.10 to the Company’s registration statement on Form S-1 filed with the SEC on October 13, 2021). 10.7 Form of Investment Agreement Amendment (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on April 12, 2023). 10.8 Form of Investment Agreement Amendment (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on October 30, 2023). 10.9 Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on April 3, 2023). 10.10 Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on October 11, 2023). 10.11 Share Purchase Agreement dated March 20, 2020 by and between Aeries Technology Products and Strategies Private Limited, Aeries Technology Group Business Accelerators Private Limited and Stratus Technologies Private Limited (incorporated by reference to Exhibit 10.15 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023). 10.12 Share Purchase Agreement dated March 20, 2020, by and between Aeries Technology Products and Strategies Private Limited, Aeries Technology Group Business Accelerators Private Limited and Aeries Technology Solutions, Inc. (incorporated by reference to Exhibit 10.16 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023). 10.13#+ Consultancy Services Agreements, dated April 1, 2020 and April 1, 2022, by and between Aeries Technology Group Business Accelerators Private Limited and Sudhir Appukuttan Panikassery (incorporated by reference to Exhibit 10.23 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023). 10.14# Employment Letter dated July 1, 2015 by and between Aeries Technology Solutions, Inc. and Bhisham Khare (incorporated by reference to Exhibit 10.24 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023). 10.15# Employment Letter dated June 1, 2022, by and between ATG Business Solutions Private Limited and Unnikrishnan Nambiar (incorporated by reference to Exhibit 10.25 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023). 10.16# Employment Agreement dated November 6, 2023 by and between Aark Singapore Pte. Ltd. and Sudhir Appukuttan Panikassery (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K/A filed with the SEC on November 30, 2023). 10.17#+* Employment Contract, dated June 13, 2024, by and between Aeries Technology Middle East Ltd and Sudhir Appukuttan Panikassery. 10.18# Employment Agreement dated November 6, 2023 by and between Aeries Technology Solutions, Inc. and Bhisham Khare (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K/A filed with the SEC on November 30, 2023). 10.19#* Amendment No. 1 to Employment Agreement dated June 12, 2024 by and between Aeries Technology Solutions, Inc. and Bhisham Khare. 10.20# Employment Agreement dated November 6, 2023 by and between Aeries Technology Solutions, Inc. and Rajeev Gopala Krishna Nair (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K/A filed with the SEC on November 30, 2023). 10.21#* Amendment No. 1 to Employment Agreement dated June 12, 2024 by and between Aeries Technology Solutions, Inc. and Rajeev Gopala Krishna Nair. 10.22# Employment Agreement dated November 6, 2023 by and between Aeries Technology Solutions, Inc. and Unnikrishnan Balakrishnan Nambiar (incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K/A filed with the SEC on November 30, 2023). 10.23#* Amendment No. 1 to Employment Agreement dated June 12, 2024 by and between Aeries Technology Solutions, Inc. and Unnikrishnan Balakrishnan. 83 10.24# Employment Agreement dated November 6, 2023 by and between Aeries Technology Solutions, Inc. and Daniel Webb (incorporated by reference to Exhibit 10.5 to the Company’s current report on Form 8-K/A filed with the SEC on November 30, 2023). 10.25#* Amendment No. 1 to Employment Agreement dated June 12, 2024 by and between Aeries Technology Solutions, Inc. and Daniel Webb. 10.26# Employment Agreement dated November 6, 2023 by and between Aark Singapore Pte. Ltd. and Narayan Shetkar (incorporated by reference to Exhibit 10.6 to the Company’s current report on Form 8-K/A filed with the SEC on November 30, 2023). 10.27#* Amendment to Employment Agreement, dated June 18, 2024, by and between ATG Business Solutions Private Limited and Narayan Shetkar. 10.28# Board of Directors Agreement dated November 6, 2023 by and between the Company and Biswajit Dasgupta (incorporated by reference to Exhibit 10.39 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024). 10.29# Board of Directors Agreement dated November 6, 2023 by and between the Company and Nina B. Shapiro (incorporated by reference to Exhibit 10.40 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024). 10.30# Board of Directors Agreement dated November 6, 2023 by and between the Company and Alok Kochhar (incorporated by reference to Exhibit 10.41 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024). 10.31# Board of Directors Agreement dated November 6, 2023 by and between the Company and Venu Raman Kumar (incorporated by reference to Exhibit 10.42 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024). 10.32# Board of Directors Agreement dated November 6, 2023 by and between the Company and Sudhir Appukuttan Panikassery (incorporated by reference to Exhibit 10.43 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024). 10.33# Board of Directors Agreement dated November 6, 2023 by and between the Company and Ramesh Venkataraman (incorporated by reference to Exhibit 10.43 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024). 10.34# Board of Directors Agreement dated November 6, 2023 by and between the Company and Daniel S. Webb (incorporated by reference to Exhibit 10.44 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024). 10.35+ Credit Agreement dated May 26, 2023 by and between ATG Business Solutions Private Limited and Kotak Mahindra Bank Limited (incorporated by reference to Exhibit 10.26 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023). 10.36 Loan Agreement dated July 10, 2015 and amended on April 18, 2020, by and between ATG Business Solutions Private Limited and Mr. Vaibhav Rao (incorporated by reference to Exhibit 10.27 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023). 10.37 Exchange Agreement by and among Aeries Technology, Inc., Aeries Technology Group Business Accelerators Private Limited and certain security holders named therein (incorporated by reference to Exhibit 10.25 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023). 10.38 Exchange Agreement by and among Aeries Technology, Inc., Aark Singapore Pte. Ltd. and certain security holders named therein (incorporated by reference to Exhibit 10.26 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023) 10.39 Form of Forward Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on November 3, 2023). 10.40 Form of Forward Purchase Agreement Amendment (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on November 6, 2023). 10.41 Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on November 6, 2023). 10.42 Form of Indemnification Agreement by and between the Registrant and its officers and directors (incorporated by reference to Exhibit 10.30 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023) 10.43 Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on November 3, 2023). 84 10.44 Share Subscription Agreement, dated April 8, 2024, by and between Aeries Technology Inc. and Oyster Bay Fund Limited (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on April 12, 2024). 10.43# Aeries Technology, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023). 10.44# Amendment No. 1 to the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on June 11, 2024). 10.45#* Form of Restricted Shares Unit Award Agreement under the Aeries Technology, Inc. 2023 Equity Incentive Plan. 10.46#* Form of Restricted Shares Award Agreement under the Aeries Technology, Inc. 2023 Equity Incentive Plan. 10.47#* Form of Nonstatutory Share Option Agreement under the Aeries Technology, Inc. 2023 Equity Incentive Plan. 10.48#* Form of Incentive Stock Option Agreement under the Aeries Technology, Inc. 2023 Equity Incentive Plan. 14.1 Code of Ethics and Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023). 16.1 Letter from Marcum LLP to the U.S. Securities and Exchange Commission, dated as of February 9, 2024 (incorporated by reference to Exhibit 16.1 to the Company’s current report on Form 8-K filed with the SEC on February 7, 2024). 16.2 Letter from KNAV CPA LLP to the U.S. Securities and Exchange Commission, dated as of August 15, 2024 (incorporated by reference to Exhibit 16.1 to the Company’s current report on Form 8-K filed with the SEC on August 15, 2024). 21.1* List of Subsidiaries of Aeries Technology, Inc. 23.1* Consent of Manohar Chowdhry & Associates, independent registered accounting firm. 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Executive Incentive Compensation Recoupment Policy. 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) † Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. * Filed herewith. ** Furnished herewith. + Certain identified information has been excluded from this exhibit because the Company does not believe it is material and is the type that the Company customarily treats as private and confidential. Redacted information is indicated by “[***]”. # Indicates a management contract or compensatory plan. 85 Item 16. Form 10–K Summary. Not applicable. 86 SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on the 27th day of September, 2024. AERIES TECHNOLOGY INC. By: /s/ Sudhir Appukuttan Panikassery Name: Sudhir Appukuttan Panikassery Title: Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sudhir Appukuttan Panikassery, Rajeev Gopala Krishna Nair or Venu Raman Kumar his or her true and lawful attorney-in-fact and agent, with full power of substitution and, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Name Position Date /s/ Sudhir Appukuttan Panikassery Chief Executive Officer and Director September 27, 2024 Sudhir Appukuttan Panikassery /s/ Daniel S. Webb Chief Investment Officer & Director September 27, 2024 Daniel S. Webb /s/ Venu Raman Kumar Chairman & Director September 27, 2024 Venu Raman Kumar /s/ Alok Kochhar Director September 27, 2024 Alok Kochhar /s/ Biswajit Dasgupta Director September 27, 2024 Biswajit Dasgupta /s/ Nina B. Shapiro Director September 27, 2024 Nina B. Shapiro /s/ Ramesh Venkataraman Director September 27, 2024 Ramesh Venkataraman 87 AERIES TECHNOLOGY, INC. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheets as of March 31, 2024 and 2023 F-5 Statements of Operations for the Year ended March 31, 2024 and 2023 F-6 Statements of Changes in Temporary Equity and Shareholders’ Deficit for the Year ended March 31, 2024 and 2023 F-8 Statements of Cash Flows for the Year ended March 31, 2024 and 2023 F-10 Notes to Financial Statements F-11 to F-51 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the board of directors of Aeries Technology, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying Consolidated balance sheets of Aeries Technology, Inc. and its subsidiaries (the "Company") as of March 31, 2024 and March 31, 2023, the related Consolidated statements of operations and comprehensive Income, stockholders’ equity and Consolidated cash flows, for each of the two years in the period ended March 31, 2024, and the related notes (collectively referred to as the " Consolidated financial statements"). In our opinion, the Consolidated financial statements present fairly, in all material respects, the Consolidated financial position of the Company as at March 31, 2024 and 2023, and the Consolidated results of its operations and its cash flows for each of the two years in the period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These Consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s Consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenue Recognition Critical Audit Matter Description The Company derives revenues from contracts for management consultancy services, which entail providing customized and integrated advisory and operational management services, each of which constitute a separate performance obligation. These contracts have different terms based on the scope, performance obligations and complexity of the engagement, which frequently requires the Company to make judgments and estimates in recognizing revenues. F- 2 The Company’s advisory services entail the provision of strategic consulting services at the onset and during the contractual term and are billed on a time-and materials basis. Operational management services entail provision of tailored offshoring services in respect of customers’ business operations and are billed on a cost-plus basis. Revenue on cost-plus arrangements is recognized to the extent of costs incurred, plus the contractually agreed-upon margin earned. The Company’s performance obligations are satisfied over time and since contractual billings correspond with the value provided to a customer, the Company recognizes revenue in the amount of consideration for which it has the right to invoice using the as-invoiced practical expedient. If there is an uncertainty about the receipt of payment for the services, revenue is recognized to the extent that a significant reversal of revenue would not be probable. As contracts with customers involve management’s judgment in (1) identifying exact cost which are to be billed to the customer, and (2) whether time recorded and billed to the customer are appropriate, revenue recognition from these judgments were identified as a critical audit matter and required a higher extent of audit effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the (1) identifying exact cost which are to be billed to the customer, and (2) whether time recorded and billed to the customer are appropriate included the following, among others: We selected a sample of contracts with customers and performed the following procedures; ● obtained and read contract documents for each selection, including master service agreements, and other documents that were part of the agreement. ● Identified significant terms and deliverables in the contract to assess management’s conclusions regarding the (i) identification of exact cost incurred for a Particular Project and (ii) whether revenue for time and material-based Projects are duly approved. ● We have tested the mathematical accuracy of management’s calculations of cost for the purpose of invoicing the customers. Valuation of Accounts receivable Critical Audit Matter Description The collectability of the Company’s aged Accounts Receivable and the valuation of allowance for impairment of Accounts Receivable is a Critical Audit Matter due to the judgement involved in assessing the recoverability. The Account Receivable as at March 31, 2024 is USD 23,757 thousand [March 31, 2023: USD 13,416 thousand] and the Company recorded allowance for doubtful receivable of USD 1,263 thousand [March 31, 2023: USD Nil] as at March 31, 2024. How the Critical Audit Matter Was Addressed in the Audit In view of the significance of the matter, we applied the following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence: ● We evaluated and tested the Company’s processes for Accounts Receivable, including the credit control, collection and provisioning processes. ● We evaluated the management view point and estimates used to determine the allowance for bad and doubtful debts. ● We have reviewed the ageing, tested the validity of the receivables, the subsequent collections of Accounts Receivable, the past payment and credit history of the customer, disputes (if any) with customers and based on discussion with the Company’s management (information and explanation provided by them) and evidences collected, we understood and evaluated the reason for delay in realisation of the receivables and possibility of realisation of the aged receivables. F- 3 ● Where there were indicators that Accounts Receivable were unlikely to be collected, we assessed the adequacy of allowance for impairment of Accounts Receivable. ● We tested the sufficiency of the allowance for bad and doubtful debts charged in the Statement of Income for the year ended March 31, 2024 and March 31, 2023. Manohar Chowdhry & Associates Chartered Accountants 5341 We are serving as the Company’s auditor for the first year Chennai, India September 27, 2024 F- 4 AERIES TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) As of March 31, 2024 2023 (Restated) ASSETS Current assets: Cash and cash equivalents $ 2,084 $ 1,131 Accounts receivable, net of allowance of $ 1,263 and $ 0 , as of March 31, 2024 and March 31, 2023, respectively 23,757 13,416 Prepaid expenses and other current assets, net of allowance of $ 1 and $ 0 , as of March 31, 2024 and March 31, 2023, respectively 6,995 4,117 Deferred transaction costs - 1,921 Total current assets $ 32,836 $ 20,585 Property and equipment, net 3,579 3,125 Operating right-of-use assets 7,318 5,627 Deferred tax assets 1,933 1,237 Long-term investments, net of allowance of $ 126 and $ 0 , as of March 31, 2024 and March 31, 2023, respectively 1,612 1,564 Other assets, net of allowance of $ 1 and $ 0 , as of March 31, 2024 and March 31, 2023, respectively 2,129 2,259 Total assets $ 49,407 $ 34,397 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 6,616 $ 2,474 Accrued compensation and related benefits, current 3,119 2,823 Operating lease liabilities, current 2,080 1,648 Short-term borrowings 6,778 1,376 Forward purchase agreement put option liability 10,244 - Other current liabilities 9,288 4,201 Total current liabilities $ 38,125 $ 12,522 Long term debt 1,440 969 Operating lease liabilities, noncurrent 5,615 4,261 Derivative warrant liabilities 1,367 - Deferred tax liabilities 92 168 Other liabilities 3,948 3,008 Total liabilities $ 50,587 $ 20,928 Commitments and contingencies (Note 17) Redeemable noncontrolling interest 734 - Shareholders’ equity (deficit) Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding - - Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 15,619,004 shares issued and outstanding as of March 31, 2024 2 - Common stock, no par value; 10,000 shares issued and paid-up as of March 31, 2024, no share issued and outstanding as of March 31, 2023 - - Class V ordinary shares, $ 0.0001 par value; 1 share authorized, issued and outstanding as of March 31, 2024 - - Net shareholders’ investment and additional paid-in capital - 7,221 Accumulated other comprehensive loss ( 574 ) ( 1,349 ) (Accumulated deficit) retained earnings ( 11,668 ) 6,318 Total Aeries Technology, Inc. shareholders’ equity (deficit) $ ( 12,240 ) $ 12,190 Noncontrolling interest 10,326 1,279 Total shareholders’ equity (deficit) ( 1,914 ) 13,469 Total liabilities, redeemable noncontrolling interest and shareholders’ equity (deficit) $ 49,407 $ 34,397 The accompanying notes are an integral part of these consolidated financial statements. F- 5 AERIES TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) Year Ended March 31, 2024 Year Ended March 31, 2023 (Restated) Revenue, net $ 72,509 $ 53,099 Cost of revenue 50,868 39,442 Gross profit 21,641 13,657 Operating expenses Selling, general & administrative expenses 18,654 11,326 Total operating expenses 18,654 11,326 Income from operations 2,987 2,331 Other income/ (expense) Change in fair value of forward purchase agreement put option liability 14,765 - Change in fair value of derivative warrant liabilities 1,402 - Interest income 275 191 Interest expense ( 462 ) ( 185 ) Other income/(expense), net 160 429 Total other income/(expense), net 16,140 435 Income before income taxes 19,127 2,766 Income tax expense ( 1,871 ) ( 1,060 ) Net income $ 17,256 $ 1,706 Less: Net income attributable to noncontrolling interests 202 260 Less: Net income attributable to redeemable noncontrolling interests 1,397 - Net income attributable to shareholders’ of Aeries Technology, Inc. $ 15,657 $ 1,446 Weighted average shares outstanding of Class A ordinary shares, basic and diluted (1) 15,532,382 Basic net income per Class A ordinary share (1) $ 0.91 Diluted net income per Class A ordinary share (1) $ 0.91 (1) For the year ended March 31, 2024, net income per Class A ordinary share and weighted average Class A ordinary shares outstanding is representative of the period from November 6, 2023 through March 31, 2024, the period following the Business Combination, as defined in Note 1. For more information refer to Note 21 . The accompanying notes are an integral part of these consolidated financial statements. F- 6 AERIES TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED MARCH 31, 2024 (in thousands) Year Ended March 31, 2024 Year Ended March 31, 2023 (Restated) Net income $ 17,256 $ 1,706 Other comprehensive income / (loss), net of tax Foreign currency translation adjustments ( 185 ) ( 709 ) Unrecognized actuarial gain / (loss) on employee benefit plan obligations 12 ( 117 ) Total other comprehensive income / (loss), net of tax ( 173 ) ( 826 ) Comprehensive income, net of tax $ 17,083 $ 880 Less: Comprehensive income attributable to noncontrolling interests $ 180 $ 139 Less: Comprehensive income attributable to redeemable noncontrolling interests $ 1,407 $ - Total comprehensive income attributable to shareholders’ of Aeries Technology, Inc. $ 15,496 $ 741 The accompanying notes are an integral part of these consolidated financial statements. F- 7 AERIES TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY (DEFICIT) FOR THE YEAR ENDED MARCH 31, 2024 (in thousands, except share and per share data) Redeemable Ordinary Shares Ordinary Shares Net shareholders’ investment and additional (Accumulated deficit) Accumulated other Total Aeries Technology, Inc. shareholders’ Total shareholders’ noncontrolling Class A Class V paid-in retained comprehensive equity Noncontrolling equity interest Shares Amount Shares Amount capital Earnings loss (deficit) interest (deficit) Balance as at April 1, 2023 $ - 10,000 $ - - $ - $ 7,221 $ 6,318 $ ( 1,349 ) $ 12,190 $ 1,279 $ 13,469 Transition period adjustment pursuant to ASC 326, net of tax - - - - - - ( 190 ) - ( 190 ) ( 33 ) ( 223 ) Adjusted Balance as of April 1, 2023 - 10,000 - - - 7,221 6,128 ( 1,349 ) 12,000 1,246 13,246 Stock-based compensation - - - - - 1,626 - - 1,626 - 1,626 Net changes in net stockholders’ investment - - - - - ( 10 ) - - ( 10 ) - ( 10 ) Share in Pre-Merger net income - - - - - - 1,479 - 1,479 137 1,616 Share in Pre-Merger other comprehensive income - - - - - - - ( 169 ) ( 169 ) ( 22 ) ( 191 ) Impact of reverse recapitalization (Refer note 1) 9,581 15,247,666 2 1 0 ( 38,492 ) ( 4,701 ) 936 ( 42,255 ) ( 1,354 ) ( 43,609 ) Settlement of accounts payable through issuance of shares - 361,338 - - - 903 - - 903 - 903 Net income for the period post Business Combination upto redeemable noncontrolling interest reclass 1,391 - - - - - 12,484 - 12,484 - 12,484 Other comprehensive loss post Business Combination upto redeemable noncontrolling interest reclass 10 - - - - - - 7 7 - 7 Reclassification of redeemable noncontrolling interest to noncontrolling interest ( 10,254 ) - - - - - - - - 10,254 10,254 Net income for the period post Business Combination post redeemable noncontrolling interest reclass 6 - - - - - 1,694 - 1,694 65 1,759 Other comprehensive loss post Business Combination post redeemable noncontrolling interest reclass - - - - - - - 1 1 - 1 Reclassification of negative additional paid-in capital - - - - - 28,752 ( 28,752 ) - - - Balance as at March 31, 2024 $ 734 15,619,004 $ 2 1 $ 0 $ - $ ( 11,668 ) $ ( 574 ) $ ( 12,240 ) $ 10,326 $ ( 1,914 ) F- 8 FOR THE YEAR ENDED MARCH 31, 2023 (in thousands, except share and per share data) Redeemable Ordinary Shares Ordinary Shares Net shareholders’ investment and additional (Accumulated deficit) Accumulated other Total Aeries Technology, Inc. shareholders’ Total shareholders’ noncontrolling Class A Class V paid-in retained comprehensive equity Noncontrolling equity interest Shares Amount Shares Amount capital Earnings loss (deficit) interest (deficit) Balance as at April 1, 2022 $ - 10,000 $ 0 - $ - $ 3,328 $ 4,872 $ ( 644 ) $ 7,556 $ 1,140 $ 8,696 Net income for the period - - - - - - 1,446 - 1,446 260 1,706 Other comprehensive loss - - - - - - - ( 705 ) ( 705 ) ( 121 ) ( 826 ) Stock-based compensation - - - - - 3,805 - - 3,805 - 3,805 Net changes in net stockholders’ investment - - - - - 88 - - 88 - 88 Balance as at March 31, 2023 $ - 10,000 $ 0 - $ - $ 7,221 $ 6,318 $ ( 1,349 ) $ 12,190 $ 1,279 $ 13,469 F- 9 AERIES TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the year ended March 31, 2024 2023 Cash flows from operating activities Net income $ 17,256 $ 1,706 Adjustments to reconcile net (loss) / income to net cash (used in) / provided by operating activities: Depreciation and amortization expense 1,352 1,172 Stock-based compensation expense 1,626 3,805 Deferred tax (benefit) / expenses ( 718 ) ( 161 ) Accrued income from long-term investments ( 196 ) ( 130 ) Provision for expected credit loss 1,098 - Gain on lease termination ( 13 ) ( 25 ) Sundry balances written back ( 48 ) ( 36 ) Unrealized exchange (gain) / loss ( 26 ) 6 Impairment in value of investments - 24 Loss on sale of property and equipment 12 54 Change in fair value of forward purchase agreement put option liability ( 14,765 ) - Change in fair value of derivative warrant liabilities ( 1,402 ) - Loss on issuance of shares against accounts payable 48 - Changes in operating assets and liabilities: Accounts receivable ( 11,741 ) ( 6,123 ) Prepaid expenses and other current assets ( 340 ) ( 1,199 ) Operating right-of-use assets ( 1,839 ) ( 6,113 ) Other assets 312 ( 801 ) Accounts payable ( 568 ) 1,020 Accrued compensation and related benefits, current 323 898 Other current liabilities 2,378 838 Operating lease liabilities 1,953 6,425 Other liabilities 999 751 Net cash (used in) / provided by operating activities ( 4,299 ) 2,111 Cash flows from investing activities Acquisition of property and equipment ( 1,520 ) ( 1,600 ) Sale of property and equipment 11 12 Issuance of loans to affiliates ( 2,325 ) ( 813 ) Payments received for loans to affiliates 2,094 844 Net cash used in investing activities ( 1,740 ) ( 1,557 ) Cash flows from financing activities Net proceeds from short term borrowings 2,545 1,184 Payment of promissory note liability ( 1,500 ) - Payment of insurance financing liability ( 448 ) - Proceeds from long-term debt 882 368 Repayment of long-term debt ( 391 ) ( 229 ) Payment of finance lease obligations ( 391 ) ( 390 ) Payment of deferred transaction costs ( 2,297 ) ( 769 ) Net changes in net shareholders’ investment ( 10 ) 88 Proceeds from issuance of common stock and forward purchase agreement in connection with Business Combination, net 8,666 - Net cash provided by financing activities 7,056 252 Effect of exchange rate changes on cash and cash equivalents ( 64 ) ( 26 ) Net increase in cash and cash equivalents 953 780 Cash and cash equivalents at the beginning of the year 1,131 351 Cash and cash equivalents at the end of the year $ 2,084 $ 1,131 Supplemental cash flow disclosure: Cash paid for interest $ 465 $ 273 Cash paid for income taxes, net of refunds $ 1,008 $ 1,229 Supplemental disclosure of non-cash investing and financing activities: Unpaid deferred transaction costs included in accounts payable and other current liabilities $ 663 $ 1,189 Equipment acquired under finance lease obligations $ 313 $ 164 Property and equipment purchase included in accounts payable $ 41 $ 25 Settlement of accounts payable through issuance of Class A ordinary shares to vendors $ 855 $ - Assumption of net liabilities from Business Combination $ 38,994 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 10 AERIES TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) Note 1 - Nature of Operations Aeries Technology, Inc. (formerly Worldwide Webb Acquisition Corp. (“WWAC”), formed in the Cayman Islands on March 5, 2021) and its subsidiaries, excluding the fintech and investing business activities, is herein referred to as the “Company”, “ATI”, the “registrant”, “us,” “we” and “our” in these consolidated financial statements. Aark Singapore Pte. Ltd. and its subsidiaries (“AARK”), excluding the fintech and investing business activities, is herein referred to as the “Carve-out Entity”. The Company is a global provider of professional and management services and technology consulting, specializing in the establishment and management of dedicated delivery centers known as “Global Capability Centers” (“GCCs”) for portfolio companies of private equity firms and mid-market enterprises. Our engagement models are designed to provide a mix of deep vertical specialty, functional expertise, and digital systems and solutions to scale, optimize and transform a client’s business operations. The Company has subsidiaries in India, Mexico, Singapore, UAE and the United States. Change in Fiscal Year On November 6, 2023, the Company’s Board of Directors approved a change in the Company’s fiscal year end from December 31 to March 31. The Company’s latest fiscal year ran from April 1, 2023, through March 31, 2024. Demerger and Business Combination On March 11, 2023, WWAC entered into the Business Combination Agreement (the “Merger Agreement,” and the transactions contemplated therein, the “Business Combination”), with WWAC Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of WWAC (“Amalgamation Sub”), and Aark Singapore Pte. Ltd. a Singapore private company limited by shares (“AARK”) (together with WWAC and Amalgamation Sub, the “Parties” and individually, a “Party”). AARK was engaged in management consulting, fintech and investing business. However, only the management consulting business was subject to the Merger Agreement and therefore in connection with the Business Combination, AARK entered into a Demerger Agreement with Aarx Singapore Pte. Ltd. and their respective shareholders on March 25, 2023 to spin off the fintech business which was a part of AARK but not subject to the Merger Agreement. Subsequently, the AARK Board of Directors ratified two resolutions on May 24, 2023. These resolutions effectively spun off the investing business which was part of AARK but not subject to the Merger Agreement. These transactions will collectively be referred to as “Demerger Transactions”. Pursuant to the Merger Agreement, all AARK ordinary shares that were issued and outstanding prior to the effective time of the Business Combination remained issued and outstanding following the Business Combination and continued to be held by the Sole Shareholder (as defined below) of AARK. The Company issued a Class V ordinary share to NewGen Advisors and Consultants DWC-LLC (“NewGen”). NewGen is a business associate of Mr. Raman Kumar (“Sole Shareholder”). NewGen has agreed to hold the Class V ordinary share to protect the interest of the Sole Shareholder, in the event of certain events, including a hostile takeover or the appointment or removal of directors at ATI level. While the Class V ordinary share does not carry any direct economic rights, it does carry voting rights equal to 26% which will ratchet up to 51% voting rights upon occurrence of extraordinary events at the ATI level. All of the shares of Amalgamation Sub that were issued and outstanding immediately prior to the effective time of the Business Combination were converted into a number of newly issued AARK ordinary shares. In accordance with principles of Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”) and based on the economic interest held by the shareholders post the Business Combination as well as the underlying rights, it was assessed that AARK is the accounting acquirer and WWAC is the accounting acquiree. The Business Combination closed on November 6, 2023 (“Closing Date”) and resulted in ATI owning 38.24 % of the issued and outstanding shares of AARK and the Sole Shareholder of AARK owning the balance 61.76 % . Pursuant to the Business Combination, ATI has a right to appoint two out of the three directors on the Board of AARK and therefore has an ability to control the activities undertaken by AARK in ordinary course of business, resulting in AARK being classified as a subsidiary of ATI. Finally, the Business Combination has been accounted for as reverse recapitalization. Refer to the section “Reverse Recapitalization” below for details. F- 11 Reverse Recapitalization As mentioned above – Demerger and Business Combination , the Business Combination was closed on November 6, 2023 and has been accounted for as a reverse recapitalization because AARK has been determined to be the accounting acquirer under ASC 805 based on the evaluation of the following facts and circumstances taken into consideration: ● The Sole Shareholder, who controlled AARK prior to the Business Combination, will retain a majority of the outstanding shares of ATI after giving effect to the Exchange Agreements. The Exchange Agreements are further discussed in Note 22; ● AARK has the ability to elect a majority of the members of ATI’s governing body; ● AARK’s executive team makes up the executive team of ATI; ● AARK represents an operating entity (group) with operating assets, revenues, and earnings significantly larger than WWAC. Under a reverse recapitalization, while WWAC was the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of pre-combination AARK issuing stock for the net assets of WWAC, accompanied by a recapitalization. The net assets of WWAC have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of pre-combination AARK and relate to the management consulting business. Immediately following the Business Combination, there were 15,257,666 Class A ordinary shares outstanding with a par value of $ 0.0001 per share. Additionally, there were 9,527,810 Private Placement Warrants (defined below) and 11,499,991 Public Warrants (defined below) outstanding with a right to purchase 21,027,801 Class A ordinary shares. Upon closing of the Business Combination, the total number of ATI’s Class A ordinary shares issued and outstanding was 15,257,666 . Further, certain Class A ordinary shareholders entered into non-redemption agreements executed on November 3, 2023 and November 5, 2023, to reverse redemptions for an aggregate of 1,652,892 Class A ordinary shares while waiving their right to receive any “Bonus Shares” issued under the Merger Agreement. In connection with the closing, holders of 2,697,052 Class A ordinary shares of WWAC were redeemed at a price per share of approximately $10.69. AARK incurred approximately $ 3,697 in transaction costs relating to the Business Combination and recorded those costs against additional paid-in capital in the consolidated balance sheet. The number of Class A ordinary shares issued and outstanding immediately following the consummation of the Business Combination were: Schedule of consummation of business combination Public Shareholders (Redeemable Class A ordinary shares), including Bonus Shares (1) 3,157,469 Shares held by Worldwide Webb Acquisition Sponsor, LLC (the “Sponsor”) and other initial holders (2)(3) 2,750,000 Shares held by Innovo Consultancy DMCC (4) 5,638,530 Shares held by FPA Holders (5) 3,711,667 Total (6) 15,257,666 (1) Includes 87,133 Bonus Shares issued to the Company’s public shareholders and 1,024,335 “Extension Shares” issued to certain holders of Class A ordinary shares (the “Holders”) in accordance with the Non-Redemption Agreement entered into between WWAC, the Sponsor, and the Holders of Class A ordinary shares. Also includes 288,333 shares purchased by the Forward Purchase Agreement holders in the open market or via redemption reversals prior to the consummation of the Business Combination. F- 12 (2) Includes 1,500,000 Class A ordinary shares issued to the Sponsor and 1,250,000 Class A ordinary shares issued to certain anchor investors upon conversion of Class B ordinary shares concurrently with the consummation of the Business Combination. 3,000,000 Class B ordinary shares were forfeited by the Sponsor upon the consummation of the Business Combination. (3) Does not include (i) 1,500,000 Class B ordinary shares forfeited upon the consummation of the Business Combination, or (ii) 1,500,000 Class B ordinary shares forfeited pursuant to a Support Agreement with the Sponsor. (4) Includes (i) 3,000,000 Class A Shares reissued against 3,000,000 Class B Shares forfeited by the Sponsor upon consummation of the Business Combination as per (2) above, and (ii) 2,638,530 remaining Bonus Shares issued to Innovo. (5) Represents a new issuance of Class A ordinary shares to the Forward Purchase Agreement holders in accordance with the Forward Purchase Agreement. (6) Does not include 10,000 AARK ordinary shares and 655,788 ordinary shares of Aeries Technology Group Business Accelerators Private Limited that represent noncontrolling interest in AARK. These shares will be exchangeable (together with the proportionate reduction in the voting power of the Class V ordinary share, and in the case of the exchange of all AARK ordinary shares, the forfeiture and cancellation of the Class V ordinary share) into shares in ATI in connection with the Exchange Agreements, which is further discussed in Note 19. The following table reconciles the elements of the Business Combination to the change in net shareholders’ investment and additional paid-in capital on the consolidated statement of changes in redeemable noncontrolling interest and shareholders’ equity (deficit) for the year ended March 31, 2024: Schedule of reconciles of business combination Schedule of cash and net liabilities assumed pursuant to Business Combination Amount Balance in Company trust account 40,402 Less: Outflow on account of redemption payments ( 18,795 ) Less: Prepayment for recycle share under forward purchase agreement ( 3,083 ) Less: Payments under Non-redemption agreements ( 9,672 ) Less: Payment to Continental Stock Transfer for services provided in relation to the Business Combination ( 186 ) Net cash acquired in Business Combination 8,666 Less: Assumed net liabilities of ATI on Closing Date (1) ( 38,994 ) Less: Pre-combination transaction costs ( 3,697 ) Less: Transferred to Redeemable Noncontrolling Interest (“NCI”) pursuant to Business Combination ( 4,465 ) Less: Par value of Class A ordinary shares issued ( 2 ) Net charge to Additional paid-in-capital as a result of the Business Combination reported in Shareholders’ equity (deficit) ( 38,492 ) (1) Includes liability pursuant to warrants and Forward Purchase Agreements. Refer Note 20 for details As a result of the Business Combination, the Company’s Class A ordinary shares trades under the ticker symbol “AERT” and its public warrants (the “Public Warrants”) trade under the ticker symbol “AERTW” on the Nasdaq Stock Market. Prior to the consummation of the Business Combination, the Company’s Class A ordinary shares were traded on the Nasdaq Stock Market under the symbol “WWAC.” F- 13 Note 2 - Summary of Significant Accounting Policies Basis of Preparation The Company’s accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These consolidated financial statements are audited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our consolidated balance sheets, operating results, statement of changes in redeemable noncontrolling interest and stockholders’ equity (deficit), and cash flows for the periods presented. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. The results for the year ended March 31, 2024 are not necessarily indicative of the results to be expected for any future periods. The consolidated balance sheet as of March 31, 2023 included herein was derived from the audited consolidated carve-out financial statements (restated) of Aark Singapore Pte Ltd. and its subsidiaries as of that date. As such, the information included herein should be read in conjunction with the consolidated carve-out financial statements and accompanying notes of AARK as of and for the year ended March 31, 2023, filed as an exhibit to Amendment No. 2 to Current Report on Form 8-K originally filed on November 13, 2023 as amended on November 30, 2023 and December 13, 2023, which provides a more complete discussion of the Company’s accounting policies and certain other information. There have been no changes in accounting policies during the year ended March 31, 2024 from those disclosed in the annual consolidated carve-out financial statements and related notes for the year ended March 31, 2023, except for those described below and also as described in “Recently Adopted Accounting Pronouncements” below. All intercompany balances and transactions have been eliminated in consolidation. Periods prior to demerger transactions These consolidated financial statements were extracted from the accounting records of AARK on a carve-out basis prior to May 24, 2023, including comparative period ended March 31, 2023, i.e., these consolidated financial statements exclude the financial results of the fintech and investing businesses that are unrelated to the merger with WWAC pursuant to the Merger Agreement. The consolidated financial statements have been derived from the historical accounting records of Aark Singapore Pte. Ltd., Aeries Technology Group Business Accelerators Pvt Ltd., its subsidiaries (“ATGBA”) and controlled trust. Only those assets and liabilities that are specifically identifiable to the management consultancy business activities are included in the Company’s consolidated balance sheets. The Company’s consolidated statements of operations and comprehensive income consist of all the revenue and expenses of the management consultancy business activities, excluding allocations of certain expenses of the excluded fintech and investing business activities. These allocations were based on methodologies that management believes to be reasonable; however, amounts derecognized by the Carve-out Entity are not necessarily representative of the amounts that would have been reflected in the consolidated financial statements had the excluded businesses operated independently of the Carve-out Entity. The consolidated financial statements for the period prior to the Demerger Transactions exclude the following: (a) cash and cash equivalents that were utilized solely to fund activities undertaken by the investing business of AARK, (b) long-term debt and related interest payable/expense that were solely related to financing of the fintech and investing businesses, (c) amounts due from related parties related to the fintech and investing businesses, (d) investments made by the investing business, (e) trade and other receivables of the fintech business, and (f) revenue, cost of sales, other income, advisory fees, bank charges and withholding taxes attributable to the fintech and investing businesses and allocations of certain expenses of the excluded businesses; these allocations were based on methodologies that management believes to be reasonable; however, amounts derecognized by AARK are not necessarily representative of the amounts that would have been reflected in the consolidated financial statements had the excluded businesses operated independently of AARK. F- 14 Differences between allocations in the consolidated statements of operations and consolidated balance sheets are reflected in equity as a part of “Net shareholders’ investment and additional paid-in-capital” in the consolidated financial statements. Non-controlling interests represent the equity interest not owned by the Company and are recorded for consolidated entities in which the Company owns less than 100% of the interests. Changes in a parent’s ownership interest while the parent retains its controlling interest are accounted for as equity transactions. Periods after the Demerger Transactions Beginning May 25, 2023 and for the year ended March 31, 2024, following the demerger of the fintech and investing businesses, the consolidated financial statements of ATI have been prepared from the financial records of Aark Singapore Pte. Ltd., Aeries Technology Group Business Accelerators Pvt Ltd. (“ATGBA”), its subsidiaries and controlled trust on a consolidated basis. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern In accordance with ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are issued. The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. F- 15 For the year ended March 31, 2024, the Company has reported negative operating cash flow. The shareholders’ equity as at March 31, 2024 also has a deficit of $( 1,914 ). These factors may raise a doubt regarding the Company’s ability to continue as a going concern for at least 12 months from the date when these financial statements are available to be filed with the SEC. As at March 31, 2024 the Company had a balance of $ 2,084 in cash and cash equivalents and also generated overall positive cash flows for the year ended March 31, 2024. The Company has historically financed its operations and expansions with cash generated from operations, a revolving credit facility from Kotak Mahindra Bank, and loans from related parties. Management expects to have sufficient cash from the operations, cash reserves and debt capacity for the next 12 months and for the foreseeable future to finance our operations, our growth, expansion plans. The Company has generated operating profits in current and preceding year. The Company’s ability to continue as a going concern is dependent upon, among other things, the mitigation plan to (i) raise additional funds from existing or new credit facilities (ii) receive funds through Forward Purchase Agreements (FPAs) or Private Placements. The Company has undertaken multiple initiatives i.e. (i) restructure the current liabilities into equity or long-term liabilities, and (ii) execute term sheets for infusion of additional cash totalling around $5 million in gross proceeds. The Company is hopeful of accomplishing its objectives through these measures in the anticipated time frame and also expects that the funds available through the above-mentioned arrangements will be sufficient to alleviate the doubts about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary if the Company is unable to continue as a going concern. These financial statements have been prepared on a going concern basis, which assumes that the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. Use of Estimates The preparation of consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, revenue recognition, allowance for credit losses, stock-based compensation, fair valuation of Forward Purchase Agreements (“FPAs”) put option liabilities and private warrant liabilities, useful lives of property and equipment, accounting for income taxes, determination of incremental borrowing rates used for operating lease liabilities and right-of-use assets, obligations related to employee benefits and carve-out of financial statements, including the allocation of assets, liabilities and expenses. Management believes that the estimates and judgments upon which it relies, are reasonable based upon information available to the Company at the time that these estimates and judgments were made. Actual results could differ from those estimates. Segment Reporting The Company operates as one operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources. F- 16 Forward Purchase Agreements On November 3, 2023, and November 5, 2023, WWAC entered into Forward Purchase Agreements (the “FPAs”) with Sandia Investment Management LP, Sea Otter Trading, LLC, YA II PN, Ltd and Meteora Capital Partners, LP (collectively, the “FPA holders”) for an over-the-counter (“OTC”) Equity Prepaid Forward Transaction. A Subscription Agreement (the “Subscription Agreement”) was also executed alongside each FPA for subscription of the underlying FPA shares by the FPA holders either through a new issuance or purchase of shares from existing holders (“Recycled Shares”). The FPAs and Subscription Agreements have been accounted for separately as discussed subsequently. The FPAs stipulate a new issuance of 3,711,667 Class A ordinary shares to the FPA holders at the redemption price (i.e., $10.69 per share) and, purchase of 288,333 Recycled Shares through redemption reversals. The amount to be received by ATI from the FPA holders on such issuance of around 3,711,667 , shares, are held with the FPA holders as prepaid with respect to the forward transaction. Pursuant to the FPA, ATI was obligated to pay a prepayment amount of $42,760 which was settled as below: ● $ 39,678 against the consideration receivable by ATI for a new issuance of class A ordinary shares to the FPA holders; and ● $ 3,083 representing the cash paid by ATI to the FPA holders to fund the purchase price of the Recycled Shares. At the end of the contract period of one year, for each unsold share held by the FPA holders, ATI is obligated to pay FPA holders an amount of $ 2 in cash or a variable number of ATI’s Class A ordinary shares in order to provide a return of $ 2.5 per FPA share determined based on the 30-day volume weighted average price (“VWAP”) of ATI’s Class A ordinary shares (“Maturity Consideration”). The FPA holders have the option to select the form of Maturity Consideration. The Optional Termination Right held by the FPA holders economically results in the prepaid forward contract being akin to a written put option with the Purchaser’s right to sell all or a portion of the 4,000,000 common shares to ATI. ATI is entitled over the 12-month maturity period to either a return of the prepayment or the underlying shares, which the FPA holders will determine at their sole discretion depending on the movement in ATI’s stock price. The FPAs consist of two freestanding financial instruments that are accounted for as follows: 1) The total prepayment of $ 42,760 (“Prepayment Amount”) which includes a net cash outflow of $ 3,083 as discussed above. The Prepayment Amount has been accounted for as a reduction to equity to reflect the substance of the overall arrangement as a net repurchase of the Recycled Shares and sale of newly issued shares to the FPA holders pursuant to a subscription agreement without receipt of the underlying consideration of $ 39,678 . 2) The “FPA Put Option” includes both the in-substance written put option and the expected Maturity Consideration. The FPA Put Option is a derivative instrument that the Company has recorded as a liability and measured at fair value in accordance with ASC 480-10. The instrument is subject to remeasurement at each balance sheet date, with changes in fair value recognized in the consolidated statements of operations. The initial fair value of the FPA put option liability at the Closing Date was $ 25,009 , and the fair value as on March 31, 2024 was $ 10,244 , which is reported as a FPA put option liability in our consolidated balance sheet. The change in the fair value of the FPA put option liability of $ 14,765 for the year ended March 31, 2024 has been recorded to change in fair value of forward purchase agreement put option liability in the Company’s consolidated statements of operations. See Note 20. F- 17 Derivative Financial Instruments and FPA Put Option Liability The Company accounts for the Warrants (defined below) in accordance with the guidance contained in ASC 815-40 under which the Instruments (as defined below) do not meet the criteria for equity treatment and must be recorded as liabilities. The Company accounts for the FPA put option liability as a financial liability in accordance with the guidance in ASC 480-10. Warrants and FPA are collectively referred as the “Instruments”. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations. See Note 18 for further discussion of the pertinent terms of the Warrants and Note 20 for further discussion of the methodology used to determine the value of the instruments. In December 2023, the Company settled vendor balances amounting to $ 855 owed to certain vendors by issuing 361,338 Class A ordinary shares. If the VWAP of the Class A ordinary shares over the three trading days immediately preceding the agreement date is higher than the VWAP over the three trading days immediately preceding the six-month anniversary from the agreement date, additional Class A ordinary shares of ATI would need to be issued for the difference. This represents a derivative financial instrument written by the Company which has been accounted for in accordance with the guidance contained in ASC 815-40 including subsequent re-measurement at fair value with the changes being recognized in Company’s consolidated statement of operations. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value at inception and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheets as current or noncurrent based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets but corroborated by market data. Level 3 – Unobservable inputs that are supported by little or no market activity and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. F- 18 Fair Value of Financial Instruments Except for the Warrants and FPAs as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, accounts receivable, loans to affiliates, and investments. The Company holds cash at financial institutions that the Company believes are high credit quality financial institutions and limits the amount of credit exposure with any one bank and conducts ongoing evaluations of the creditworthiness of the banks with which it does business. As of March 31, 2024 and March 31, 2023, there were one and four customers, respectively, that represented 10% or greater of the Company’s accounts receivable balance. The Company expects limited credit risk arising from its long-term investments as these primarily entail investments in the Company’s affiliates that have a credit rating that is above the minimum allowable credit rating defined in the Company’s investment policy. As a part of its risk management process, the Company limits its credit risk with respect to long-term investments by performing periodic evaluations of the credit standing of counterparties to its investments. In respect of the Company’s revenue, there were two and four customers that each accounted for more than 10 % of total revenue for the year ended March 31, 2024 and 2023, respectively. The following table shows the amount of revenue derived from each customer exceeding 10 % of the Company’s revenue during the year ended March 31, 2024 and 2023: Schedule of concentration of credit risk Year Ended March 31, 2024 2023 Customer 1 14 % 16 % Customer 2 12 % 16 % Customer 3 n/a 12 % Customer 4 n/a 11 % Accounts receivable, net The Company records a receivable when an unconditional right to consideration exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. If revenue recognized on a contract exceeds the billings, then the Company records an unbilled receivable for that excess amount, which is included as part of accounts receivable, net in the Company’s consolidated balance sheets. Prior to the Company’s adoption of ASU 2016-13, Topic 326 Financial Instruments – Credit Losses (“Topic 326”), the accounts receivable balance was reduced by an allowance for doubtful accounts that was determined based on the Company’s assessment of the collectability of customer accounts. Under Topic 326, accounts receivable are recorded at the invoiced amount, net of allowance for credit losses. The Company regularly reviews the adequacy of the allowance for credit losses based on a combination of factors. In establishing any required allowance, management considers historical losses adjusted for current market conditions, the current receivables aging, current payment terms and expectations of forward-looking loss estimates. Allowance for credit losses was $ 1,263 as of March 31, 2024 and allowance for doubtful accounts was $ 0 as of March 31, 2023, and is classified within “Accounts Receivable, net” in the consolidated balance sheets. See “Recent accounting pronouncements adopted” section below for information pertaining to the adoption of Topic 326. F- 19 The following tables provides details of the Company’s allowance for credit losses: Schedule of allowance for credit losses Year Ended March 31, 2024 2023 Opening balance as of March 31, 2023 $ - $ - Transition period adjustment on accounts receivables (through retained earnings) pursuant to ASC 326 149 - Adjusted balance as of April 1, 2023 $ 149 $ - Additions charged to cost and expense 1,538 - Write-off charged against the allowance ( 424 ) - Closing balance as of March 31, 2024 $ 1,263 $ - Long-Term Investments The Company’s long-term investments consist of debt and non-marketable equity investments in privately held companies in which the Company does not have a controlling interest or significant influence, which have maturities in excess of one year and the Company does not intend to sell. Debt investments of mandatorily redeemable preference shares, which are classified as held-to-maturity since the Company has the intent and contractual ability to hold these securities to maturity. These investments are reported at amortized cost and are subject to an ongoing impairment evaluation. Income from these investments is recorded in “Interest income” in the consolidated statements of operations. Under Topic 326, expected credit losses are recorded and reduced from the amortized cost of the held-to-maturity securities. Expected credit losses for long-term investments are calculated using a probability of default method. Credit losses are recorded within “Selling, general & administrative expenses” in the consolidated statements of operations when an event or circumstance indicates a decline in value has occurred. Allowance for credit losses was $126 as of March 31, 2024. See “Recent accounting pronouncements adopted” section below for information pertaining to the adoption of ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The following tables provides details of the Company’s allowance for credit losses: Schedule of allowance for credit losses Year Ended March 31, 2024 2023 Opening balance as of March 31, 2023 $ - $ - Transition period adjustment on long term investments (through retained earnings) pursuant to ASC 326 126 - Adjusted balance as of April 1, 2023 $ 126 $ - Additions charged to change in provision for credit losses - - Closing balance as of March 31, 2024 $ 126 $ - The Company includes these long-term investments in “Long-term investments” on the consolidated balance sheets. Revenue Recognition The Company determines revenue recognition through the application of the following five step model in accordance with ASC 606: (1) identification of the contract, or contracts, with a customer; (2) identification of the performance obligations in a contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, performance obligations are satisfied. F- 20 Nature of Services The Company derives revenues from contracts for management consultancy services, which entail providing customized and integrated advisory and operational management services, each of which constitute a separate performance obligation. These contracts have different terms based on the scope, performance obligations and complexity of the engagement, which frequently requires the Company to make judgments and estimates in recognizing revenues. The Company’s advisory services entail the provision of strategic consulting services at the onset and during the contractual term and are billed on a time-and materials basis. Operational management services entail provision of tailored offshoring services in respect of customers’ business operations and are billed on a cost-plus basis. Revenue on time and material arrangements is recognized based on the actual hours performed at the contracted billable rates for services provided, plus costs incurred on behalf of the customer. Revenue on cost-plus arrangements is recognized to the extent of costs incurred, plus the contractually agreed-upon margin earned. The Company’s performance obligations are satisfied over time and since contractual billings correspond with the value provided to a customer, the Company recognizes revenue in the amount of consideration for which it has the right to invoice using the as-invoiced practical expedient. If there is an uncertainty about the receipt of payment for the services, revenue is recognized to the extent that a significant reversal of revenue would not be probable. If there is an uncertainty about the receipt of payment for the services, revenue recognition is deferred until the uncertainty is sufficiently resolved. The Company applies a practical expedient and does not assess the existence of a significant financing component if the period between transfer of the service to a customer and when the customer pays for that service is one year or less. All revenues earned from contracts are presented net of discounts, allowances, and applicable taxes. Reimbursements of out-of-pocket expenses received from customers have been included as part of revenues. Unbilled Receivables Unbilled receivables represent balances recognized as revenue that have not been billed to the customer. Cost of Revenue Cost of revenue primarily consists of personnel-related costs directly associated with the Company’s professional services, including salaries, benefits, bonuses, the costs of contracted third-party partners, travel expenses, depreciation related to the Company’s infrastructure and equipment dedicated for customer use, and other overhead. Selling, General and Administrative Expenses Selling, general and administrative expenses include compensation for executive management, sales and marketing employees, advertising costs, finance administration and human resources, facility costs, personnel-related expenses directly associated with the Company’s IT staff, bad debt expenses, professional service fees, depreciation, and other general overhead costs to support the Company’s operations. Deferred Transaction Costs Deferred transaction costs, which consist of direct incremental legal, consulting and accounting fees related to the Business Combination, are capitalized. On November 6, 2023, $ 3,697 of deferred transaction costs were recorded against additional paid-in capital upon the consummation of the Business Combination. The Company had recorded $ 0 and $ 1,921 of deferred transaction costs on the consolidated balance sheet as of March 31, 2024 and 2023, respectively. F- 21 Stock-Based Compensation In 2020, Aeries Technology Group Business Accelerators Pvt Ltd. established a controlled trust called the Aeries Employee Stock Option Trust (“ESOP Trust”). The ESOP Trust purchased shares of Aeries Technology Group Business Accelerators Pvt Ltd. from funds borrowed from the entity. The entity’s Board of Directors recommends to the ESOP Trust certain employees, officers and key management personnel, to whom the ESOP Trust will be required to grant shares from its holdings at the exercise price. Such shares granted to employees are subject to the vesting conditions of the plans described below. The Company measures compensation expense for all stock-based awards based on the estimated fair value of the awards on the date of grant. Stock-based awards include stock options with service-based and/or performance-based vesting conditions. For awards that vest based on continued service, stock-based compensation is recognized on a straight-line basis over the requisite service period. For awards with performance-based vesting conditions, stock-based compensation expense is recognized using an accelerated attribution method from the time it is deemed probable that the vesting condition will be met through the time the service-based vesting condition has been achieved. The Company reassesses the probability of achieving the performance condition at each reporting date. The fair value of employee stock options are determined using the Black-Scholes Merton (“BSM”) model using various inputs, including estimates of expected volatility, term, risk-free rate, and future dividends. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the employee which is generally the option vesting term. The Company accounts for forfeitures as they occur. Fair Value of Common Stock – Given the absence of a public trading market for shares of ATGBA, the Company considers numerous objective and subjective factors to determine the fair value of common stock at each meeting at which awards are approved. These factors include, but are not limited to, contemporaneous valuations of common stock performed by an independent valuation specialist; developments in the Company’s business and stage of development; the Company’s operational and financial performance and condition; current condition of capital markets and the likelihood of achieving a liquidity event, such as sale of the Company; and the lack of marketability of the Company’s common stock. Dividend Yield – The Company bases the assumed dividend yield on its expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. Expected Volatility – The volatility is derived from the average historical stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the share-based grants. The peer group is periodically re-evaluated to properly align to the changes and developments of the Company’s business. Risk-free Interest Rate – The risk-free interest rate assumption is based upon observed interest rates on U.S. Treasury bonds whose maturity period is appropriate for the term of the options. Expected Term – The Company calculates the expected term using the simplified method based on the options vesting term and contractual terms as the Company did not have sufficient relevant historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company nets the deferred tax assets and deferred tax liabilities from temporary differences arising from a particular tax-paying component of the Company within the same tax jurisdiction and presents the net asset or liability as long term. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of comprehensive income in the period that includes the enactment date. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. We have elected to account for the tax effects of the global intangible low tax Income provision as a current period expense. F- 22 The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately reserved for uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustment to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations. The Company elects to record interest accrued and penalties related to unrecognized tax benefits in the consolidated statements of operations as a component of provision for income taxes. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consists of changes, net of taxes, in the cumulative foreign currency translation adjustments and actuarial gains and losses on defined benefit plans. Cash and Cash Equivalents Cash consists of the Company’s cash and bank balances. The Company considers cash equivalents to be highly liquid investments with original maturities of three months or less. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, subject to review of impairment. Expenditures for replacements and improvements are capitalized, whereas the costs of maintenance and repairs are charged to earnings as incurred. Property and equipment include assets that the Company owns and finance lease arrangements. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Schedule of estimated useful lives Software and computer equipment 3 - 6 years Office equipment 5 years Furniture and fixtures 10 years Vehicle 8 - 10 years Internal-use software 5 years Leasehold improvements Shorter of lease term or estimated useful life Internal Use Software Costs The Company capitalizes certain costs related to internal use software acquired, modified, or developed related to the Company’s platform. These capitalized costs are primarily related to salaries and other personnel costs. Costs incurred in the preliminary stages of development are expensed as incurred. Once the application development stage has been reached, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. Maintenance and training costs are expensed as incurred. For the years ended March 31, 2024 and 2023, the Company capitalized $ 663 and $ 568 , respectively, of technology development costs. The amortization expense is recorded in “Cost of revenue” and “Selling, general and administrative expenses” on the consolidated statements of operations. Software costs that are expensed are recorded in “Selling, general and administrative expenses” on the consolidated statements of operations. F- 23 Impairment of Long-Lived Assets The Company periodically reviews the carrying amounts of long-lived assets, such as property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company measures the recoverability of these assets by comparing the carrying amount of each asset to the future undiscounted cash flows we expect the asset to generate. If any of these assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair value. In addition, we periodically evaluate the estimated remaining useful lives of long-lived assets to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation or amortization. No impairment charges have been recorded during the years ended March 31, 2024 and 2023. Leases At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on whether: (1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term of the contract, and (3) the Company has the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, (5) the leased asset is so specialized that the asset will have little to no value at the end of the lease term. A lease is classified as an operating lease if it does not meet any one of the above criteria. Assets acquired under finance leases are recorded in property and equipment, net. Lease liabilities are recognized at the present value of the fixed lease payments, reduced by landlord incentives using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. Upon the adoption of ASC 842, the Company elected the package of practical expedients to not (i) reassess whether any expired or existing contracts are or contain a lease, (ii) reassess historical lease classifications for existing leases, and (iii) reassess initial direct costs for existing leases. The Company also elected the practical expedient to account for lease and non-lease components as a single lease component. Accordingly, the Company shall include non-lease components with lease payments for the purpose of calculating lease assets and liabilities to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments. The Company does not record leases on the consolidated balance sheet that have a term of 12 months or less at the lease commencement date. Costs associated with operating lease assets are recognized on a straight-line basis within “Cost of revenue” and “Selling, general and administrative” expenses over the term of the lease. Finance lease assets are amortized within operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term. The interest component of a finance lease is included in interest expense and recognized using the effective interest method over the lease term. F- 24 Commitments and Contingencies Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. The Company monitors the arrangements that are subject to guarantees in order to identify if the obligor who is responsible for making the payments fails to do so. If the Company determines it is probable that a loss has occurred, then any such estimable loss would be recognized under those guarantees. The methodology used to estimate potential loss related to guarantees considers the guarantee amount and a variety of factors, which include, depending on the counterparty, latest financial position of counterparty, actual defaults, historical defaults, and other economic conditions. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Foreign Currency Transactions and Translation The Company’s consolidated financial statements are reported in U.S. dollars. The functional currency of the Company is the U.S. dollars. The functional currency for the Company’s subsidiaries organized in India, Mexico and the United States are their respective local currencies. The Company translates the assets and liabilities of its non-U.S. Dollar functional currency subsidiaries into U.S. Dollars using exchange rates in effect at the end of each period. Amounts classified in stockholder’s equity are translated at historical exchange rates. Revenues and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized in cumulative translation adjustment included in “Accumulated other comprehensive loss” on the consolidated balance sheets. The Company remeasures monetary assets and liabilities that are not denominated in the functional currency at exchange rates prevailing at the date of the transaction. Monetary items denominated in foreign currency remaining unsettled at the end of the year are translated at the closing rates as of the last day of the year. Gains and losses from these remeasurements are recognized within “Other income (expense), net” in the consolidated statements of operations and were $21 and $391 for the years ending March 31, 2024 and 2023, respectively. Employee Benefit Plan Defined Contribution Plan: This comprises of contributions to the employees’ provident fund for employees in India, which is a defined contribution plan set up in accordance with local labor and tax laws and 401(k) savings and supplemental retirement plans for employees in the United States. Both the employee and the employer make monthly contributions to the plan at a predetermined rate of the employees’ basic salary. The Company’s monthly contributions to all of these plans are charged to the consolidated statement of operations in the year they are incurred and there are no further obligations under these plans beyond those monthly contributions. The obligation is recognized in other, which is included in “Other current liabilities” on the consolidated balance sheets. The Company contributed $ 796 and $ 642 towards both of these defined contribution plans during the fiscal years ended March 31, 2024 and 2023, respectively. This balance is recognized in either “Cost of revenue” or “Selling, general, and administrative expenses”, on an employee-by-employee basis. Defined Benefit Plan: The Company provides for a gratuity obligation through a defined benefit retirement plan (the “Gratuity Plan”) covering eligible employees in India under Payments of Gratuity Act, 1972. The plan provides for lump sum payment to vested employees at retirement, death, incapacitation, or termination of employment, of an amount equivalent to 15 days (15 days / 26 days) of salary payable to the respective employee for each completed year of service, with a maximum limit prescribed per employee. As of March 31, 2024 and 2023, the entire gratuity plan of the Company was unfunded. The cost of providing benefits under this plan is determined based on actuarial valuation at each year end. Actuarial valuation is carried out for gratuity using the projected unit credit method. These costs primarily represent the increase in the actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years. The obligation is included in “Accrued compensation and related benefits, current” while the long-term portion is included in “Other liabilities” on the consolidated balance sheets. Changes in fair value of the obligation are recorded in “Other comprehensive loss” in the consolidated statements of other comprehensive income and generally amortized over the average remaining service period of the active employees expected to receive benefits under the plan. F- 25 Compensated Absences: The Company recognizes its liabilities for compensated absences dependent on whether the obligation is attributable to employee services already rendered, relates to rights that vest or accumulate and payment is probable and estimable. The obligation is included in “Accrued compensation and related benefits, current” while the long-term portion is included in “Other liabilities” on the consolidated balance sheets. The Company’s total obligation with respect to compensated absences was $ 2,537 and $ 1,910 for the years ended March 31, 2024 and 2023, respectively. Net income per Share Basic net income per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common and potential dilutive common shares outstanding during the period. The Company has not considered the effect of the Warrants sold in its initial public offering (the “Initial Public Offering”) and private placement to purchase ATI ordinary shares, and impact of FPA put option liability in the calculation of diluted net earnings per share, since the instruments are not dilutive. Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments. Topic 326 requires measurement and recognition of expected credit losses for financial assets measured at amortized cost as well as certain off balance sheet commitments (loan commitments, standby letters of credit, financial guarantees, and other similar instruments). The Company had an off-balance sheet guarantee at the April 1, 2023 adoption date (see Note 17 – Commitment and Contingencies). The expected credit loss for this guarantee was estimated using the probability of default method. The Company adopted ASU 2016-13 on April 1, 2023 using a modified retrospective approach. Results for reporting periods beginning April 1, 2023 are presented under Accounting Standards Codification (“ASC”) 326 while prior period amounts continue to be reported in accordance with previously applicable US GAAP. The adoption of ASU 2016-13 resulted in an after-tax cumulative-effect reduction to opening retained earnings and noncontrolling interest of $223 as of April 1, 2023. The following table summarizes the impact of the Company’s adoption of ASU 2016-13: Schedule of impact of the company adoption As Reported March 31, 2023 Impact of Adoption Balance as of April 1, 2023 Accumulated retained earnings (deficit) 6,318 ( 190 ) 6,128 Noncontrolling interests 1,279 ( 33 ) 1,246 Accounts receivable, net 13,416 ( 149 ) 13,267 Prepaid expenses and other current assets 4,117 - 4,117 Other current liabilities 4,201 21 4,222 Other assets 2,259 ( 1 ) 2,258 Long-term investments 1,564 ( 126 ) 1,438 Deferred tax asset 1,237 75 1,312 Expense related to credit losses is classified within “Selling, general & administrative expenses” in the consolidated statements of operations. F- 26 Recent Accounting Pronouncements not yet Adopted In August 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred stock. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 31, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the issued standard and does not believe it will materially impact the Company. In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company is in the process of evaluating the Impact of the amendments this ASU will have on the financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which requires public entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold on an annual basis. ASU 2023-09 is effective for the Company for the fiscal year ended March 31, 2025. The Company is currently evaluating the effect of the update. In March 2024, FASB issued ASU No. 2024-01, Compensation-Stock Compensation (“ASC Topic 718”) Scope Application of Profits Interests and Similar Awards was issued to address diversity in practice in determining whether profits interests and similar awards should be accounted for in accordance with Topic 718 or Topic 710. The update doesn’t change the scope for either Topic 718 or Topic 710; however, it provides implementation guidance and examples to assist entities in determining if profits interests or similar awards are within the scope of Topic 718. The ASU will be effective for annual periods beginning from April 1, 2025, including interim periods within those years. The Company is currently evaluating the impact of this ASU on its unaudited consolidated financial statements. The Company is currently evaluating the effect of the updates. F- 27 Note 3 - Restatement of Previously Issued Carve-out Consolidated Financial Statements In connection with the preparation of the Company’s previously issued carve-out consolidated financial statements as of and for the year ended March 31, 2023, the Company’s management identified certain errors. The identified errors as described below resulted in a) an overstatement of the net income attributable to Aark Singapore Pte. Ltd., an understatement of net income attributable to noncontrolling interest and an overstatement of basic and diluted earnings per share, and b) an understatement of number of issued and paid-up common stock, and resultant overstatement of basic and diluted earnings per share. The Company’s carve-out consolidated financial statements for the year ended March 31, 2023 has been restated in accordance with ASC 250, Accounting Changes and Error Corrections. a) an overstatement of the net income attributable to Aark Singapore Pte. Ltd., an understatement of net income attributable to noncontrolling interest and an overstatement of basic and diluted earnings per share (“Restatement no. 1”) Net income attributable to Aark Singapore Pte. Ltd./ noncontrolling interest The Company previously considered treasury shares of its subsidiary, in the calculation of the Company’s controlling shareholding and corresponding noncontrolling interest. However, it was subsequently determined that as these shares are not issued yet and available for issuance, they should be excluded from the calculations of share count for accounting purposes. The change resulted in a decrease in the allocation of net income to Aark Singapore Pte. Ltd. and a corresponding increase in the allocation of net income to noncontrolling interest. This resultant change is reflected in the following tables, which summarize the effect of the restatement on the affected financial statement line items within the previously reported carve-out consolidated financial statement for the years ended March 31, 2023 and 2022. Schedule of unaudited consolidated financial information As Previously Reported As Adjusted – Restatement no. 1 March 31, 2023 Restatement Adjustment March 31, 2023 Carve-out Consolidated Balance Sheet Net stockholder’s investment and additional paid-in capital $ 7,311 $ ( 90 ) $ 7,221 Retained earnings 6,454 ( 136 ) 6,318 Accumulated other comprehensive loss ( 1,385 ) 36 ( 1,349 ) Total Aark Singapore Pte. Ltd. stockholder’s equity $ 12,380 $ ( 190 ) $ 12,190 Noncontrolling interest 1,089 190 1,279 Total stockholder’s equity $ 13,469 $ - $ 13,469 Total liabilities and stockholder’s equity $ 34,397 $ - $ 34,397 Carve-out Consolidated Statement of Operations Less: Net income attributable to noncontrolling interest $ 221 $ 39 $ 260 Net income attributable to Aark Singapore Pte. Ltd. $ 1,485 $ ( 39 ) $ 1,446 Carve-out Consolidated Statement of Comprehensive Income Less: Comprehensive income attributable to noncontrolling interest $ 118 $ 21 $ 139 Total comprehensive income attributable to Aark Singapore Pte. Ltd. $ 762 $ ( 21 ) $ 741 F- 28 Earnings per share The Company previously excluded the impact of subsidiary’s vested stock options exercisable for little to no cost for purpose of calculation of basic EPS and also excluded the dilutive impact of vested and unvested stock options of the subsidiary for purpose of calculation of dilutive EPS. The inclusion of these shares in computing the subsidiary’s earnings per share data resulted in a decrease in the consolidated basic and diluted EPS calculations for the years ended March 31, 2023. The following table summarizes the effect of the restatement on the affected financial statement line items within the previously reported carve-out consolidated financial statement for the years ended March 31, 2023. Schedule of quarterly financial statement As Previously Reported As Adjusted – Restatement no. 1 March 31, 2023 Restatement Adjustment March 31, 2023 Earnings per share attributable to Aark Singapore Pte. Ltd. common stockholders Basic $ 148,422 $ ( 22,926 ) $ 125,496 Diluted $ 148,422 $ ( 23,057 ) $ 125,365 Weighted average common shares outstanding Basic 10 - 10 Diluted 10 - 10 b) an understatement of number of issued and paid-up common stock, and resultant overstatement of basic and diluted earnings per share (“Restatement no. 2”) The Company had approved a stock split of its issued and paid-up common stock at a ratio of 1,000-for-1 effective June 14, 2023 (‘Stock Split’), i.e., subsequent to the latest reported balance sheet but before the release of the carve-out consolidated financial statements. Whilst the total paid up value did not undergo a change; the number of shares, having no par value underwent a change pursuant to the stock split. The Company previously excluded the impact of Stock Split, which is described below. Number of issued and paid-up common stock The Stock Split resulted in conversion of 10 pre-split shares of common stock to 10,000 shares of common stock. Consequently, the total issued and paid-up capital of the Company did not undergo a change. As per ASC 505 Equity, Stock Split must be given retroactive effect in the carve-out consolidated balance sheet. As a result of the Stock Split, the Company’s shares and per share data as reflected in the carve-out consolidated financial statements were retroactively restated as if the transaction occurred at the beginning of the earliest periods presented. Earnings per share Impact of Stock Split was previously excluded for the purpose of calculation of basic and diluted EPS. As per ASC 260 Earnings per share, if the number of common shares outstanding increases as a result of a stock split, the computations of basic and diluted EPS shall be adjusted retroactively for all periods presented. Accordingly, the inclusion of this Stock Split in computing the earnings per share resulted in a decrease in the basic and diluted EPS calculations for the years ended March 31, 2023. The following table summarizes the effect of the restatement on the affected financial statements line items within the previously reported carve-out consolidated financial statements for the years ended March 31, 2023. Schedule of financial statement As previously reported per Restatement no. 1 As Adjusted – Restatement no. 2 March 31, 2023 Restatement Adjustment March 31, 2023 Earnings per share attributable to Aark Singapore Pte. Ltd. common stockholders Basic $ 125,496 $ ( 125,371 ) $ 125 Diluted $ 125,365 $ ( 125,240 ) $ 125 Weighted average common shares outstanding Basic 10 9,990 10,000 Diluted 10 9,990 10,000 F- 29 Note 4 - Prepaids Expenses and Other Current Assets Prepaids and other current assets consists of the following: Schedule of prepaids and other current assets As of March 31, 2024 2023 Advance non-income taxes [1] $ 4,179 $ 3,371 Prepaid expenses 878 405 Advance to vendors 728 119 Security deposits 424 29 Other 786 193 Prepaids and other current assets $ 6,995 $ 4,117 [1] Advance non-income taxes consist of tax credits owed to the Company that were levied from taxing authorities. Note 5 - Property and Equipment, net Property and equipment, net, consists of the following: Schedule of property and equipment As of March 31, 2024 2023 Software and computer equipment [1] $ 5,009 $ 3,481 Leasehold improvements [1] 1,095 854 Office equipment [1] 528 450 Internal-use software under development 769 875 Furniture and fixtures [1] 110 130 Vehicles 247 250 Property and equipment, gross $ 7,758 $ 6,040 Accumulated depreciation and amortization [1] ( 4,179 ) ( 2,915 ) Property and equipment, net $ 3,579 $ 3,125 [1] Property and equipment held under finance lease arrangements amounted to $ 443 and $ 542 as of March 31, 2024 and 2023, respectively. Accumulated depreciation for property and equipment held under finance lease arrangements was $ 1,127 and $ 971 as of March 31, 2024 and March 31, 2023, respectively. Depreciation expense in respect to these assets was $ 401 and $ 386 for the years ended March 31, 2024 and 2023, respectively. F- 30 During the year ended March 31, 2024 and 2023, the Company sold property and equipment for the sale proceeds of $ 11 and $ 12 , respectively. As a result of the sale, the Company recorded a loss of $ 12 and $ 54 in the year ended March 31, 2024 and 2023, respectively. For the year ended March 31, 2024, and 2023 depreciation and amortization expense was $ 1,352 and $ 1,172 , respectively. Note 6 - Long-Term Investments Common Stock The Company holds 6,927 shares of common stock of Boston Systems Private Limited (previously known as Empays Payment Systems India Private Ltd). During the year ended March 31, 2023 the Company fully impaired this investment and recorded an impairment charge of $ 7 . As of March 31, 2024 and 2023, the carrying value of this investment was $ 0 . 10% Cumulative Redeemable Preference Securities The Company holds 4,500,000 cumulative redeemable preference securities (“CRPS”) of a common control affiliate, Aeries Technology Products and Strategies Private Ltd. The CRPS carry a cumulative dividend of 10% per annum. 3,500,000 CRPS can be redeemed any time before 19 years from the date of issue i.e. June 27, 2017 by giving a 30-day redemption request and 1,000,000 CRPS can be redeemed any time before 20 years from the date of issue i.e. April 7, 2016 by giving a 30-day redemption request. As of March 31, 2024 and 2023, these CRPS held by the Company were classified as a held-to-maturity investment and recorded at amortized cost of $ 798 and $ 761 , respectively. 0.001% Series-A Redeemable Preference Securities The Company holds 349,173 Series-A cumulative redeemable preference securities (Series-A RPS) of a common control affiliate, Aeries Financial Technologies Private Ltd. and was recorded as a held-to-maturity investment at amortized cost. The Series-A RPS carries a dividend of 0.001 % per annum. Series-A RPS can be redeemed after 19 years from the date of original issuance with an annualized internal rate of return of 18%. As of March 31, 2024 and 2023, these Series-A RPS held by the Company were classified as a held-to-maturity investment and recorded at amortized cost of $ 814 and $ 803 , respectively. A reconciliation from amortized cost basis to net carrying amount is provided below for the Company’s held-to-maturity investments: Schedule of long-term investments As of March 31, 2024 2023 Held-to-maturity investments, amortized cost basis (net off expected credit losses) $ 815 $ 955 Interest earned on investments 797 609 Held-to-maturity investments, net carrying amount $ 1,612 $ 1,564 Note 7 - Other Current Liabilities Other current liabilities consists of the following: Schedule of other current liabilities As of March 31, 2024 2023 Taxes payable $ 3,584 $ 2,257 Finance lease obligations, current 294 308 Accrued expenses 4,892 1,319 Deferred revenue 261 193 Other 257 124 Other current liabilities $ 9,288 $ 4,201 F- 31 Note 8 - Short-term borrowings Schedule of short-term borrowings As of March 31, 2024 2023 Short-term borrowings $ 6,765 $ 1,364 Current portion of vehicle loan 13 12 $ 6,778 $ 1,376 In May 2023, the Company amended its revolving credit facility (“Amended Credit Facility”), whereby the total borrowing capacity was increased from INR 160,000 (or approximately $ 1,919 at the exchange rate in effect on March 31, 2024) to INR 320,000 (or approximately $ 3,838 at the exchange rate in effect on March 31, 2024), with Kotak Mahindra Bank. The revolving facility is available for the Company’s operational requirements. The funded drawdown amount under the Company’s revolving facility as of March 31, 2024 and March 31, 2023, is $ 3,802 and $ 1,364 respectively. The corresponding interest rate at each of these dates was six months Marginal Cost of Funds based Lending Rate plus a margin of 0.80 % and 1.20 % , respectively. Prior to the closing date, ATI modified the terms of payment owed to Shearman & Sterling LLP, a multinational law firm providing legal consultancy services to ATI. This resulted in the total amount owed by ATI to Shearman & Sterling LLP reducing from $4.8 million of accounts payable to $4 million of promissory note, payable in four equal tranches. Subsequently, the promissory note was amended upon payment of $1.5 million, wherein the balance $2.5 million was promised to be paid in two equal tranches. $2.5 million owed to Sherman & Sterling LLP has been disclosed as short-term debt, as ATI has an unconditional obligation to settle it within twelve months from March 31, 2024. After the Closing Date, ATI obtained an insurance policy for its directors and senior officers with maximum coverage of $5,000. The total premium payable in relation to this was $880 out of which $176 was paid upfront and balance $704 is payable in ten equal monthly instalments of $73. The arrangement represents a financing transaction where the premium payable has been deferred. The interest rate under the arrangement is 9.2 % per annum. The cumulative interest payable throughout the tenure under the arrangement amounts to $30 and the same would be recognized as part of the interest expense in the consolidated statement of operations. During the year ended March 31, 2024, the interest expense so recognized was $22. The balance premium payable as at March 31, 2024 is $432 and has been disclosed as a current liability since ATI has an unconditional obligation to settle it by September 2024. For additional information on the vehicle loan see Note 9 – Long-term debt. Note 9 - Long-term debt Long-term debt consists of the following: Schedule of long-term debt As of March 31, 2024 2023 Loan from the director of ATGBA $ 834 $ 845 Loan from an affiliate 498 - Non-current portion of vehicle loan 108 124 $ 1,440 $ 969 For additional information on the loan from the director of ATGBA, Mr. Vaibhav Rao, to a subsidiary company and loan from an affiliate, see Note 14 – Related Party Transactions - point (g) and (d), respectively. Vehicle loan On December 7, 2022, the Company entered into a vehicle loan, secured by the vehicle, for INR 11,450 (or approximately $ 137 at the exchange rate in effect on March 31, 2024) at 10.75 % from Mercedes-Benz Financial Services India Pvt. Ltd. The Company is required to repay the loan in 48 monthly instalments beginning January 4, 2023. F- 32 As of March 31, 2024, the future maturities of debt by fiscal year are as follows: Schedule of future maturities of debt 2025 $ 13 2026 849 2027 591 Total future maturities of debt $ 1,453 Note 10 - Other Liabilities Other liabilities consist of the following: Schedule of other liabilities As of March 31, 2024 2023 Accrued compensation and related benefits $ 3,777 $ 2,764 Finance lease obligations, non-current 162 235 Other 9 9 Other liabilities $ 3,948 $ 3,008 Note 11 - Revenue Disaggregation of Revenue The Company presents and discusses revenues by customer location. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors. The following table shows the disaggregation of the Company’s revenues by major customer location. Revenues are attributed to geographic regions based upon billed client location. Substantially all of the revenue in our North America region relates to operations in the United States. Schedule of disaggregation of revenue Year Ended March 31, 2024 2023 North America $ 56,958 $ 48,204 Asia Pacific and Other 15,551 4,895 Total revenue $ 72,509 $ 53,099 Contract balances Contract assets comprise amounts where the Company’s right to bill is contingent on something other than the passage of time. As of March 31, 2024 and March 31, 2023, the Company’s contract assets were $ 255 and $ 0 , respectively, and were recorded within “Prepaid expenses and other current assets”, net of allowance for credit losses, on the consolidated balance sheets. Contract liabilities, or deferred revenue, comprise amounts collected from the Company’s customers for revenues not yet earned and amounts which are anticipated to be recorded as revenues when services are performed. The amount of revenue recognized for the year ended March 31, 2024 and 2023 that was included in deferred revenue at the beginning of each period was $ 193 and $ 228 , respectively. As of March 31, 2024 and March 31, 2023 the Company’s deferred revenue was $ 261 and $ 193 , respectively, and was recorded within “Other current liabilities” on the consolidated balance sheets. There was no deferred revenue classified as non-current as of March 31, 2024 and March 31, 2023. Contract Acquisition Costs Direct and incremental costs incurred for acquiring contracts, such as sales commissions are contract acquisition costs and thereby classified under “Other current assets” and “Other assets” in the consolidated balance sheets. Such costs are amortized over the expected duration of the relationship with customers and recorded under Selling and marketing expenses in the consolidated statements of income. F- 33 Note 12 - Employee Compensation and Benefits The Company has employee benefit plans in the form of certain statutory and other programs covering its employees. Defined Benefit Plan - Gratuity The Company’s subsidiaries in India have defined benefit plans comprising of gratuity under Payments of Gratuity Act, 1972 covering eligible employees in India. The present value of the defined benefit obligations and other long-term employee benefits is determined based on actuarial valuation using the projected unit credit method. The rate used to discount defined benefit obligation is determined by reference to market yields at the balance sheet date on Indian government bonds for the estimated term of obligations. Actuarial gains or losses arising on account of experience adjustment and the effect of changes in actuarial assumptions are initially recognized in the consolidated statements of comprehensive income, and the unrecognized actuarial loss is amortized to the consolidated statements of operations over the average remaining service period of the active employees expected to receive benefits under the plan. The following table provides the status of the defined benefit plans and the amounts recognized in the Company’s consolidated financial statements based on actuarial valuations carried out for the periods ending March 31, 2024 and March 31, 2023, respectively: Schedule of defined benefit plans Year Ended March 31, 2024 2023 Changes in employee benefit plan obligations Projected benefit obligation at the beginning of the year $ 1,357 $ 908 Interest cost 98 52 Service cost 449 338 Actuarial gains 68 218 Benefits paid directly by employers ( 47 ) ( 78 ) Effect of exchange rate fluctuation ( 19 ) ( 81 ) Projected employee benefit plan at the end of the year $ 1,906 $ 1,357 Amounts recognized in the Consolidated Balance Sheets Recorded in accrued compensation and related benefits, current ( 203 ) ( 120 ) Recorded in other liabilities ( 1,701 ) ( 1,237 ) Total project benefit obligation $ ( 1,904 ) $ ( 1,357 ) The change in defined benefit obligation for the years ended March 31, 2024 and 2023 is largely due to changes in actuarial assumptions pertaining to demographics and financial assumptions. Amounts included in the accumulated other comprehensive income as of March 31, 2024 and 2023 were as follows: Schedule of accumulated other comprehensive income Year Ended March 31, 2024 2023 Net actuarial loss $ 501 $ 516 Deferred tax benefit ( 126 ) ( 129 ) Total $ 375 $ 387 F- 34 Changes in “Other comprehensive income/ (loss)” during the year ended March 31, 2024 and 2023 were as follows: Schedule of other comprehensive loss Year Ended March 31, 2024 2023 Net actuarial loss / (gain) $ 68 $ 218 Amortization of net actuarial (gain) ( 85 ) ( 62 ) Deferred tax expense / (benefit) 5 ( 39 ) Unrecognized actuarial loss / (gain) on employee benefit plan obligations $ ( 12 ) $ 117 Net defined benefit plan costs for the year ended March 31, 2024 and 2023 include the following components: Schedule of net defined benefit plan costs Year Ended March 31, 2024 2023 Service costs $ 449 $ 338 Interest costs 98 52 Amortization of net actuarial loss 85 62 Net defined benefit plan costs $ 632 $ 452 Assumptions The Company uses the Projected Unit Credit Method to measure liabilities and interest costs for defined benefit obligations. Under this method, accrued benefit amount is projected to calculate future expected cashflows, which is in turn discounted back at applicable discount rate assumption to arrive at present value of benefit obligation. The rate used to discount benefit obligations (both funded and unfunded) is determined by reference to market yields on government bonds at the balance sheet date. The currency and term of the government bonds should be consistent with the currency and estimated term of the benefit obligations. The weighted average assumptions used to determine the benefit obligations of the defined benefit plans as of March 31, 2024 and 2023 are presented below: Schedule of weighted average assumptions used to determine benefit obligations Year Ended March 31, 2024 2023 Discount rate per annum 8.28 % 7.31 % Rate of compensation increase per annum 10.00 % 10.00 % Rate of employee turnover per annum 20.00 % 20.00 % F- 35 The table below shows the expected benefit plan payments to the current employees of the plan based on the employee’s past service up to the valuation date plus employee’s future service up to the date of payment: Schedule of expected benefit payments Expected benefit payments during As of March 31, 2024 Year 1 203 Year 2 278 Year 3 376 Year 4 524 Year 5 634 Year 6 to Year 10 3,053 The Company’s expected benefit plan payments are based on the same assumptions that were used to measure the Company’s benefit obligations as of March 31, 2023. Note 13 - Income Taxes The Company’s income tax expense majorly pertains to the Indian jurisdiction. Income before income taxes for the year ended March 31, 2024 and 2023, are as follows: Schedule of income taxes majorly pertains Year Ended March 31, 2024 2023 United States $ ( 309 ) $ 267 India 3,095 2,508 Cayman Islands 13,330 - UAE ( 25 ) - Singapore 2,957 ( 64 ) Mexico 79 55 Total $ 19,127 $ 2,766 Provision for income taxes for the year ended March 31, 2024 and March 31, 2023, consisted of the following: Schedule of provision for income taxes Year Ended March 31, 2024 2023 Current tax provision $ 2,589 $ 1,221 Deferred tax benefit ( 718 ) ( 161 ) Provision for Income Taxes $ 1,871 $ 1,060 Income tax expense for the years ended March 31, 2024 and, 2023 is allocated as follows: Schedule of income tax expense Year Ended March 31, 2024 2023 Income from operations $ 1,871 $ 1,060 Other comprehensive income Defined benefit plan 4 ( 39 ) Total $ 1,875 $ 1,021 F- 36 A reconciliation of the provision for income taxes, with the amount computed by applying the income tax rate for the Company to income before provision for income taxes for year ended March 31, 2024 and March 31, 2023, is as follows: Schedule of income tax rate Year Ended March 31, 2024 2023 Income before income tax expense $ 19,127 $ 2,766 Income tax expense at tax rates applicable to the Company (i.e., 17%) - 470 Increase (decrease) in income taxes resulting from: Non-deductible expenses 383 241 Non-taxable income - - Reversal of deferred tax asset / liability 7 36 Valuation allowance - 36 Tax of earlier year 221 9 True up /down 78 89 Loss / (income) taxed at different tax rate 2 ( 3 ) Adjustments for change in rates due to different tax jurisdiction 1,254 223 Set off against brought forward losses ( 60 ) ( 60 ) GILTI inclusion 42 27 Others ( 56 ) ( 8 ) Provision for income tax $ 1,871 $ 1,060 Effective tax rate 9.78 % 38.33 % Significant components of the Company’s deferred taxes as of March 31, 2024 and 2023, are as follows: Schedule of deferred taxes As of March 31, 2024 2023 India Singapore USA Mexico India Singapore USA Mexico Deferred tax assets: Property and equipment 271 - - 1 231 - - - Gratuity 479 - - - 341 - - - Deferred rent liability - - - - - - - - Compensated absences 660 - - - 481 - - - Expenses allowed on payment basis / upon deposit of withholding taxes under section 43B / 40(a)(ia) of Indian Income Tax Act, 1961 - - - - 12 - - - Net operating losses 30 - - - 34 35 - - Finance lease - - - - 137 - - - Intangible assets under development 4 - - - 4 - - - Provision for expenses 288 61 37 90 122 - - - Operating lease liabilities 1,879 - - - 1,487 - - - Others 76 - - - 15 - - - Deferred tax asset before valuation allowance 3,687 61 37 91 2,864 35 - - Valuation Allowance - - - - ( 158 ) ( 35 ) - - Deferred tax asset, net of valuation allowance 3,687 61 37 91 2,706 - - - F- 37 As of March 31, 2024 2023 India Singapore USA Mexico India Singapore USA Mexico Deferred tax liabilities: Investments ( 139 ) - - - ( 136 ) - - - Property and equipment - - ( 3 ) - ( 29 ) - ( 2 ) - Operating right-of-use assets ( 1,784 ) - - - ( 1,416 ) - - - Others ( 33 ) - - ( 76 ) ( 54 ) - - - Deferred tax liability ( 1,956 ) - ( 3 ) ( 76 ) ( 1,635 ) - ( 2 ) - Net deferred tax asset (liability) 1,731 61 34 15 1,071 - ( 2 ) - Components of deferred taxes As of March 31, Classified as 2024 2023 Deferred tax assets non-current $ 1,933 $ 1,237 Deferred tax liabilities non-current 92 168 $ 1,841 $ 1,069 Net operating loss The Company has carry forward losses of $ 40 and $ 79 in the Indian jurisdiction, which will get expired in financial years 2028-29 and 2029-30, respectively. With certain immaterial exceptions, the Company is no longer subject to U.S. federal, state and local or other U.S. income tax examinations by taxing authorities for years prior to 2021. The Company’s subsidiaries in India are open to examination by relevant taxing authorities for tax years beginning on or after April 1, 2014. The Company regularly reviews the likelihood of additional tax assessments and adjusts its unrecognized tax benefits as additional information or events require. Unrecognized tax benefits The Company recognizes financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. As of March 31, 2024 and March 31, 2023, the Company does no t have any unrecognized tax benefits with a significant impact on its consolidated financial statements. The Company’s major tax jurisdictions are Singapore, India, the United States, and Mexico. Generally accepted accounting principles requires the Company’s management to evaluate tax positions taken by the Company and recognize a tax liability for any uncertain positions that more likely than not would not be sustained upon examination by the Internal Revenue System (the “IRS”) or a foreign jurisdiction taxing authority. The Company is subject to routine audits by tax authorities. Income tax has not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. The amount of such temporary differences totalled approximately $6,883, with an income tax impact of approximately $409 as of March 31, 2024. F- 38 Note 14 - Related Party Transactions Schedule of related party transactions Name of the related party Relationship Aark II Pte Limited Affiliate entity Aarx Singapore Pte Ltd Affiliate entity Aeries Technology Products And Strategies Private Limited (“ATPSPL”) Affiliate entity Aeries Financial Technologies Private Limited Affiliate entity Bhanix Finance And Investment Limited Affiliate entity Ralak Consulting LLP Affiliate entity TSLC Pte Limited Affiliate entity Nuegen Pte Ltd Affiliate entity Venu Raman Kumar Chairman of ATI’s Board and controlling shareholder Vaibhav Rao Members of immediate families of Venu Raman Kumar Sudhir Appukuttan Panikassery Key managerial personnel Summary of significant transactions and balances due to and from related parties are as follows: Schedule of significant transactions and balances due to and from related parties Year ended March 31, 2024 2023 Cost sharing arrangements Aeries Financial Technologies Private Limited (b) 187 160 Bhanix Finance And Investment Limited (b) 115 187 Corporate guarantee commission Bhanix Finance And Investment Limited 2 12 Corporate guarantee expense Aeries Technology Products And Strategies Private Limited (j) 2 15 Interest expense Aeries Technology Products And Strategies Private Limited (d) 30 1 Mr. Vaibhav Rao (g) 84 86 Interest income Aeries Financial Technologies Private Limited (f), (h) 166 107 Aeries Technology Products And Strategies Private Limited (e), (h) 99 84 Legal and professional fees paid Ralak Consulting LLP (c) 424 380 Management consultancy service Aark II Pte Limited (a) 3,176 2,002 TSLC Pte Limited (a) 119 159 Office management and support services expense Aeries Technology Products And Strategies Private Limited (i) 94 36 F- 39 As of March 31, 2024 2023 Accounts payable Aeries Technology Products And Strategies Private Limited (i) $ 9 $ 29 Accounts receivable Aark II Pte Limited (a) 629 1,084 Aeries Financial Technologies Private Limited (b) 11 9 Bhanix Finance And Investment Limited (b) 17 86 TSLC Pte Limited (a) 128 259 Interest payable (classified under other current liabilities) Aeries Technology Products And Strategies Private Limited (d) - 1 Interest receivable (classified under prepaid expenses and other current assets) Aeries Technology Products And Strategies Private Limited (e) - 57 Investment in 0.001% Series-A Redeemable preference share Aeries Financial Technologies Private Limited (h) 939 803 Investment in 10% Cumulative redeemable preference shares Aeries Technology Products And Strategies Private Limited (h) 792 761 Loan from Members of immediate families of Venu Raman Kumar Mr. Vaibhav Rao (g) 834 845 Loans from affiliates Aeries Technology Products and Strategies Private Limited (d) 498 - Loans to affiliates (classified under other assets) Aeries Financial Technologies Private Limited (f) 105 106 Aeries Technology Products And Strategies Private Limited (e) 558 335 (a) The Company provided management consulting services to Aark II Pte Ltd under an agreement dated June 21, 2021 and its amendments thereof and to TSLC Pte Ltd under an agreement dated July 12, 2021. (b) The Company was in a cost sharing arrangement with Aeries Financial Technologies Private Ltd and Bhanix Finance and Investment Ltd under separate agreements dated April 1, 2020. The cost sharing arrangement included costs in the areas of office management, IT and operations. The agreements are for a 36-month term with auto renewals after the original term. (c) The Company availed consulting services including implementation services in business restructuring, risk management, feasibility studies, mergers & acquisitions etc. from Ralak Consulting LLP vide agreement dated April 01, 2022. (d) The Company incurred interest expense in relation to loans taken from ATPSPL, which were borrowed to meet working capital requirements. The loans were for a 3-year term and were issued at an interest rate of 12% per annum. (e) The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 12% per annum. (f) The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 15-17% per annum. (g) The Company obtained a loan at 10% interest rate from Vaibhav Rao for business purposes. The agreement shall remain valid until the principal amount along with interest is fully repaid. The principal amount of the loan was outstanding in entirety as of the year ended March 31, 2024 and 2023. (h) This amount represents investments in affiliates. The Company earned interest income on its investments in affiliates. (i) The Company availed management consulting services from ATPSPL under agreements dated March 20, 2020 and April 1, 2021. (j) ATPSPL gave corporate guarantee of INR 240,000 (or approximately $2,879 at the exchange rate in effect on March 31, 2024) on behalf of the Company towards the revolving credit facility availed. ATPSPL charges a corporate guarantee commission of 0.5% on the total corporate guarantee given. The guarantee was withdrawn during the year ended March 31, 2024. The Company has also executed two Exchange Agreements: (1) with AARK and Mr. Raman Kumar (“Sole Shareholder”) in his capacity as a shareholder’ of AARK; and (2) with ATGBA and Mr. Sudhir Appukuttan Panikassery, Mr. Ajay Khare, and Mr. Unnikrishnan Balakrishnan Nambiar, key managerial personnel of ATGBA in their capacity as shareholders’ of ATGBA (together referred to as “counterparties”). Under the Exchange Agreements, the counterparties would have a right to exchange the shares held by them in AARK/ ATGBA against shares of ATI or cash subject to the conditions specified in the Exchange Agreement. Refer Note 17 for details. Additionally, pursuant to the Business Combination, 5,638,530 Class A ordinary shares have been issued to Innovo Consultancy DMCC, which is wholly owned by Sole Shareholder. F- 40 Note 15 - Stock-Based Compensation Aeries Employees Stock Option Plan, 2020 On August 1, 2020, ATGBA’s board of directors approved and executed the Aeries Employees Stock Option Plan (“ESOP”), which was subsequently amended on July 22, 2022. Under ESOP, the Company has authorized to grant up to 59,900 options to eligible employees in one or more tranches. The Company granted 59,900 options to eligible employees during the year ended March 31, 2023. The options issued under the ESOP generally are subject to service conditions. The service condition is typically one year. The stock-based compensation expense is recognized in the consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period. The following table summarizes the ESOP stock option activity for the year ended March 31, 2024: Schedule of stock option activity Shares Weighted average exercise price Weighted-average remaining contractual term (in years) Aggregate intrinsic value Options outstanding at March 31, 2023 59,900 $ - - $ - Options granted - $ - - $ - Options exercised - - - - Options canceled, forfeited or expired - - - - Options outstanding at March 31, 2024 59,900 $ 0.12 4.32 $ 2,425 Vested and exercisable at March 31, 2024 59,900 $ 0.12 4.32 $ 2,425 Aeries Management Stock Option Plan, 2019 On September 23, 2019, ATGBA’s board of directors approved and executed the Aeries Management Stock Option Plan 2019 (“MSOP”), which was subsequently amended on December 31, 2022. Under MSOP, ATGBA has authorized to grant up to 295,565 options to eligible employees in one or more tranches. The options issued under the MSOP generally are subject to both service and performance conditions. The service condition is typically one year, and the performance conditions are based on the consolidated revenue and adjusted profit before tax of Aeries Technology Group Business Accelerators Pvt Ltd. The stock-based compensation expense is recognized in the consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period if it is probable that the performance target will be achieved. F- 41 The following table summarizes the MSOP stock option activity for the year ended March 31, 2024: Schedule of stock option activity Shares Weighted average exercise price Weighted-average remaining contractual term (in years) Aggregate intrinsic value Options outstanding at March 31, 2023 295,565 $ - - $ - Options granted - - - - Options exercised - - - - Options canceled, forfeited or expired - - - - Options outstanding at March 31, 2024 295,565 $ 0.12 1.67 $ 11,964 Vested and exercisable at March 31, 2024 295,565 $ 0.12 1.67 $ 11,964 The Company uses the BSM option-pricing model to determine the grant-date fair value of stock options. The determination of the fair value of stock options on the grant date is affected by the estimated underlying common stock price, as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, and expected dividends. The grant date fair value of the Company’s stock options granted to employees were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions: Schedule of weighted average assumptions 2022 Grants Expected term 3.5 years Expected volatility 40.80 % Risk free interest rate 3.01 % Annual dividend yield 0.00 % During the year ended March 31, 2024 and 2023, the Company recorded stock-based compensation expense of $ 1,626 and $ 3,805 within “Selling, general & administrative expenses” in the Consolidated statements of operations, respectively. There were no amounts capitalized as part of internal-use software under development for the year ended March 31, 2024 and 2023. As of March 31, 2024, there was no unrecognized stock-based compensation cost. As of March 31, 2023, the total remaining unrecognized stock-based compensation cost was $ 1,706 . Aeries Technology, Inc. 2023 Equity Incentive Plan The board of directors of ATI approved the Aeries Technology, Inc. 2023 Equity Incentive Plan (the “Plan”) on March 11, 2023, subject to approval by ATI’s shareholders’. The Plan was approved by ATI’s shareholders, on November 2, 2023 and the Plan became effective upon the consummation of the Business Combination. The maximum number of ATI Class A ordinary shares that may be issued under the Plan may not exceed 9,031,027 ATI Class A ordinary shares, subject to certain adjustments set forth in the Plan. No awards had been granted under this Plan as of March 31, 2024. F- 42 Note 16 - Leases The Company has operating and finance leases for real estate, computer equipment, and furniture and fixtures. Assets acquired under finance leases are recorded in “Property and equipment, net” in the carve-out consolidated balance sheets and were $ 443 and $ 542 as of March 31, 2024 and March 31, 2023, respectively. Accumulated depreciation associated with finance lease assets was $ 1,127 and $ 971 as of March 31, 2024 and March 31, 2023, respectively. Lease cost recognized in our carve-out consolidated statements of operations is summarized as follows: Schedule of lease cost Year Ended March 31, 2024 2023 Finance lease cost: Amortization of lease assets (Nota a) $ 398 386 Interest on lease liabilities(Nota b) 70 65 Operating lease cost (Nota a) 2,795 2,273 Short-term and variable lease cost (Nota a) - 8 Total lease cost $ 3,263 2,732 a) Included in “cost of revenue” and “selling, general and administrative expenses” in the Consolidated carve-out Statement of comprehensive Income. b) Included in “interest income (expense), net” in the Consolidated carve-out Statement of comprehensive Income. Cash flows arising from lease transactions were as follows: Schedule of cash flows arising lease transactions Year Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,681 2,162 Operating cash flows from finance leases $ 70 65 Financing cash flows from finance leases $ 391 390 Other information about lease amounts recognized in the consolidated financial statements is summarized as follows: Schedule of other information about lease amounts Year Ended March 31, 2024 2023 Weighted-average remaining lease term (years): Operating lease 3.71 3.9 Finance lease 1.67 1.85 Weighted-average discount rate: Operating lease 10.70 % 10.65 % Finance lease 12.60 % 10.56 % F- 43 As of March 31, 2024, the Company’s lease liabilities were as follows: Schedule of lease liabilities Operating Finance Total Gross lease liabilities $ 9,248 $ 494 $ 9,742 Less: imputed interest 1,553 38 1,591 Present value of lease liabilities 7,695 456 8,151 Less: current portion of lease liabilities 2,080 294 2,374 Total long-term lease liabilities $ 5,615 $ 162 $ 5,777 Future minimum annual lease payments under the Company’s operating and finance leases as of March 31, 2024 are as follows: Schedule of annual lease payments Operating Finance 2025 $ 2,743 $ 324 2026 2,423 155 2027 1,944 15 2028 1,419 - 2029 719 - Thereafter - Total lease payments $ 9,248 $ 494 Less: Imputed interest 1,553 38 Total $ 7,695 $ 456 Note 17 - Commitments and Contingencies Corporate Guarantees The Company has an outstanding guarantee of nil and INR 200,000 (or approximately $ 2,399 at the exchange rate in effect on March 31, 2024, and approximately $ 2,433 at the exchange rate in effect on March 31, 2023) as of March 31, 2024 and 2023, respectively, which pertains to a fund-based and non-fund based revolving credit facility availed by an affiliate, Bhanix Finance and Investment Ltd (“the borrower”), from Kotak Mahindra Bank. The corporate guarantee requires the Company to make payment in the event the borrower fails to perform any of its obligations under the credit facilities. The guarantee was withdrawn with effect from June 1, 2023, and the bank communicated the withdrawal on August 23, 2023. Subsequent to the withdrawal, the amount for expected credit loss recognized were reversed in entirety. Pursuant to the arrangement, beginning April 1, 2021, the Company charged a fee of 0.5% of the guarantee outstanding. In the year ended March 31, 2024 and 2023, the Company recorded a guarantee fee income of $ 2 and $ 12 within “Other income, net” in the consolidated statements of operations. Indemnification obligations In the normal course of business, the Company is a party to a variety of agreements under which it may be obligated to indemnify the other party for certain matters. These obligations typically arise in contracts where the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations or covenants for certain matters, infringement of third-party intellectual property rights, data privacy violations, and certain tortious conduct in the course of providing services. The duration of these indemnifications varies, and in certain cases, is indefinite. The Company is unable to reasonably estimate the maximum potential amount of future payments under these or similar agreements due to the unique facts and circumstances of each agreement and the fact that certain indemnifications provide for no limitation to the maximum potential future payments under the indemnification. Management is not aware of any such matters that would have a material effect on the consolidated financial statements of the Company. F- 44 Legal Proceedings From time to time, the Company may be involved in proceedings and litigation, claims and other legal matters arising in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, nonmonetary sanctions, or relief. Management is not currently aware of any material pending legal proceedings, except for ordinary routine litigation incidental to the business, in which we or any of our subsidiaries are involved, or where our property is subject to such proceedings. Exchange Agreements Upon the consummation of the Business Combination, the holders of AARK ordinary shares and ATGBA ordinary shares each entered into the Exchange Agreements. Pursuant to the Exchange Agreements, from and after the date of the Exchange Agreements and prior to April 1, 2024 and subject to certain exercise conditions, each holder of AARK ordinary shares and ATGBA ordinary shares may exchange up to 20% of the number of AARK ordinary shares and ATGBA ordinary shares, as applicable, held by such holder for Class A ordinary shares of the Company or cash, in each case as provided in the Exchange Agreements. From and after April 1, 2024 and subject to certain exercise conditions, the Company shall have the right to acquire all of the AARK or ATGBA ordinary Share for Class A ordinary shares or cash. In addition, after April 1, 2024 and subject to certain exercise condition, each shareholder of ATGBA and AARK ordinary shares shall have the right to require the Company to provide Class A ordinary shares or cash in exchange for up to all of the AARK or ATGBA ordinary share. Each share of AARK may be exchanged for 2,246 Class A ordinary shares the Company and each ATGBA ordinary share may be exchanged for 14.40 Class A ordinary shares of the Company, in each case subject to certain adjustments. The cash exchange payment may only be elected in the event approval from the Reserve Bank of India (“RBI”) is not obtained for exchange of shares and provided that the Company has reasonable cash flow to be able to pay the cash exchange payment and such payment would not be prohibited by any then outstanding debt agreements or arrangements of the Company. Class A ordinary shares issuance to certain vendors As set out in the section on Derivative Financial Instruments and FPA Put Option Liability under Note 2, in December 2023 ATI settled the amounts owed to certain vendors by issuance of Class A ordinary shares. If the VWAP of the Class A ordinary shares over the three trading days immediately preceding the agreement date is higher than the VWAP over the three trading days immediately preceding the six-month anniversary from the agreement date, ATI would need to issue additional Class A ordinary shares for the difference. This represents a derivative financial instrument, fair value of which as at March 31, 2024 has been assessed to be insignificant. Refer Note 20 for details on Fair Value Measurements. F- 45 Note 18 - Warrant Liabilities On October 22, 2021, pursuant to the consummation of the Initial Public Offering (IPO), the Company issued 11,499,991 Public Warrants. Simultaneously with the closing of the IPO, WWAC issued 8,900,000 warrants in a private placement (the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, which included 900,000 Units as a result of the underwriter’s full exercise of its option to purchase up to 900,000 additional warrants, at a purchase price of $1.00 per Private Placement Warrant. On November 6, 2023, WWAC issued 627,810 other Private Placement Warrants to the Sponsor pursuant to the conversion of a promissory note payable to the Sponsor. Upon consummation of the Business Combination, the Company assumed 11,499,991 Public Warrants and 9,527,810 Private Placement Warrants (collectively the “Warrants”). The Company accounted for the Warrants in accordance with the guidance contained in ASC 815-40 given that certain provisions within the warrant agreement either preclude the warrants from being considered indexed to the ATI’s own stock or the fixed-for-fixed option criteria are not met. On this basis the Public and Private Placement Warrants are classified as a liability and are measured at fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statement of operations. Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), for $ 11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Warrants will not be able to exercise any fraction of a Warrant. The Warrants will expire at 5:00 p.m. New York City time on November 6, 2028, or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to us. The Company may redeem the outstanding Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and ● if, and only if, the last reported sales price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $ 18.00 per Ordinary Share (as adjusted); provided that the Private Placement Warrants will not be redeemable by the Company under this provision so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. The Company may also redeem the outstanding Warrants: ● in whole and not in part; ● at $0.10 per warrant ● upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per Ordinary Share (as adjusted); provided that if the Reference Value equals or exceeds $ 18.00 per Ordinary Share (as adjusted), the Private Placement Warrants will not be redeemable by the Company under this provision so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. F- 46 Note 19 - Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit) The consolidated statements of changes in Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit) reflect the reverse recapitalization and Business Combination as mentioned in Note 1, on Demerger and Business Combination, and Reverse Recapitalization. As AARK was deemed to be the acquirer in the Business Combination, all periods prior to the completion of the Business Combination reflect the balances and activity of AARK. The consolidated balances as of March 31, 2023 from the audited financial statements of AARK as of that date, share activity (Class A ordinary shares) and per share amounts in the consolidated statement of change in shareholders’ equity (deficit) were not retroactively adjusted given that the exchange of all the shares held by the owners of AARK as contemplated under the Exchange agreements as set out in Note 17 has not been completed. Preference shares The Company is authorized to issue 5,000,000 shares of preference shares, par value $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2024, there were no shares of preference shares issued or outstanding. Class A ordinary shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. As of March 31, 2024, there were 15,619,004 Class A ordinary shares issued and outstanding, including 4,000,000 Class A ordinary shares subject to the FPAs. Each Class A ordinary share carries one vote and entitles the shareholders’ to ratable rights in dividends and distributions as well as in the event of liquidation. Class V ordinary shares The Company is authorized to issue 1 Class V ordinary share with a par value of $ 0.0001 per share. As of March 31, 2024, there was 1 Class V ordinary share issued and outstanding. The Class V share does not carry any direct economic rights in dividends and other distributions or in an event of liquidation. It does carry voting rights equal to 26% which will ratchet up to 51% voting rights upon occurrence of “extraordinary events” at the ATI level. Common stock Pre-combination AARK had only one class of ordinary shares having no par value. Holders of ordinary shares were entitled to one vote per share held. As of June 14, 2023 (immediately prior to the effective date of a stock split), there were 10 ordinary shares outstanding, and the number of ordinary shares outstanding after a stock split was 10,000 . As a result of stock split, AARK’s shares were retroactively restated as if the transaction occurred at the beginning of the earliest periods presented. Consequently, as of April 1, 2023 and 2022, the AARK’s ordinary shares consisted of 10,000 shares, all of which were issued and fully paid. Upon the liquidation, dissolution or winding up of AARK, ordinary shareholders were entitled to receive a ratable share of the available net assets of AARK after payment of all debts and other liabilities. The ordinary shares had no preemptive, subscription, redemption or conversion rights. F- 47 Redeemable noncontrolling interest As of March 31, 2024, the prior investor of AARK owned 61.76% of the ordinary shares of AARK, and the prior investors of ATGBA owned 14.69 % of the ordinary shares of ATGBA. The prior investors of AARK and ATGBA have the right to exchange their AARK /ATGBA ordinary shares for Class A ordinary shares of the Company based on the exchange ratio as set out in the Exchange Agreements, details of which are set out in Note 17 or cash proceeds based on the VWAP for each of the five consecutive trading days ending on the exchange date, but only if the approval from the Reserve Bank of India or other regulatory approvals are not obtained and subject to other conditions specified in the Exchange Agreement. The exchange is also subject to certain other specified conditions being met, including achieving certain financial and stock price milestones. Given that this is not solely in control of ATI, the noncontrolling interests have been accounted for in accordance with ASC 480-10-S99-1. The redeemable noncontrolling interest has initially been measured at the proportionate share in the net assets of AARK and its subsidiaries in accordance with ASC 805-40-30-3. The cash redemption is not considered to be probable on March 31, 2024 because the specified conditions in relation to EBITDA and revenue have already been met and the RBI and / or applicable regulatory approvals are expected to be received. On this basis the redeemable noncontrolling interest has subsequently been measured by attributing the net income/ loss of AARK pursuant to ASC 810-10. On March 26, 2024, the audit committee of the board of directors of the Company determined that the exercise conditions in the Exchange Agreements with respect to Mr. Kumar and one of the Exchanging Aeries Holders, Bhisham Khare, had been satisfied. Note 20 - Fair Value Measurements As of March 31, 2024, the Company had financial instruments which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Significant changes in the inputs could result in a significant change in the fair value measurements. See each respective footnote for information on the assumptions used in calculating the fair value of financial instruments. The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and March 31, 2023, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Summary of Liabilities Measured at Fair Value on a Recurring Basis Summary of liabilities measured at fair value on a recurring basis March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities: Forward Purchase Agreement put option liability $ - $ - $ 10,244 $ 10,244 Public Warrants 747 - - 747 Private Placement Warrants - - 620 620 Total liabilities $ 747 $ $ 10,864 $ 11,611 March 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Forward Purchase Agreement put option liability $ - $ - $ - $ - Public Warrants - - - - Private Placement Warrants - - - - Total liabilities $ - $ - $ - $ - The initial fair value of the FPA put option liability at the Closing Date was $ 25,009 , which is reported as a forward purchase agreement put option liability in our consolidated balance sheet. The change in the fair value of the forward purchase agreement put option liability of $ 14,765 has been recorded to change in fair value of forward purchase agreement put option liability for the year ended March 31, 2024, in the Company’s consolidated statements of operations. The forward purchase agreement put option liability was classified as a current liability, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities. See also Notes 2 and 18. The estimated fair value of the forward purchase agreement put option liability was calculated using a Monte Carlo model and used significant assumptions including the risk-free rate and volatility. The change in fair value of the forward purchase agreement put option liability is primarily driven by a decrease in the price per share of the Company. F- 48 The valuation of the forward purchase agreement put option liability was made using the following assumptions as of March 31, 2024: Schedule of purchase agreement Year Ended March 31, 2024 2024 Weighted Average Fair Value 10,244 Expected Term (Years) 0.60 0.60 Risk free Interest Rate 5.10 % 5.10 % Volatility 39.0 % 39.0 % Reference Price for one share of Class A common stock $ 10.69 2.21 Probability (Weight) - No Dilutive Offering Reset / With Dilutive Offering Reset due to PIPE transaction* 5 % 95 % Fair Value of Forward Purchase Agreement Put Option Liability [in thousands] $ 40,880 8,631 Stock price at measurement date $ 2.6 2.6 *Note: The private placement announced and completed on April 8, 2024 (estimated probability of 95% as of March 31, 2024). Quoted share price of common stock of the Company when PIPE (Private Investment in Public Entity) transaction took place was $2.21 approx. Given that the Public Warrants have a listed price available, the Company classified them as Level 1. The Company has classified the privately placed warrants within Level 3 of the hierarchy as the fair value derived using the Black-Scholes option pricing model, which uses a combination of observable (Level 2) and unobservable (Level 3) inputs. There were no transfers between fair value levels during the year ended March 31, 2024. The valuation of the liability for the Private Placement Warrants was made using the following assumptions as of March 31, 2024: Schedule of derivative contract assumptions Term (years) 4.61 Risk-free interest rate 5.10 % Volatility 33.0 % Stock price at measurement date $ 2.6 The following table presents a summary of the changes in the fair value of Derivative Liabilities: Summary of the changes in the fair value of derivative warrant liabilities Forward Purchase Agreement Put Option Liability Public Warrant Liability Private Placement Liability Total Fair value at April 1, 2023 $ - $ - $ - $ - Warrants and Forward Purchase Agreement put option liability acquired as part of Business Combination as at November 6, 2023 25,009 1,513 1,256 27,778 Change in fair value (gain) / loss ( 14,765 ) ( 766 ) ( 636 ) ( 16,167 ) Fair value as of March 31, 2024 $ 10,244 $ 747 $ 620 $ 11,611 Based on the expected VWAP as at inception as well as March 31, 2024 it is not expected that ATI would be required to issue additional Class A ordinary shares to certain vendors. On this basis, Fair value of the derivative financial instrument representing ATI’s obligation to issue additional Class A ordinary shares has been determined to be insignificant on initial recognition as well as at March 31, 2024 and accordingly the quantitative disclosures in relation to the fair value have not been provided. F- 49 Note 21 - Net income per Share Basic consolidated net loss per share (“EPS”) is calculated using the Company’s share of its subsidiaries earnings/ net loss as well as ATI stand-alone earnings/ net loss and the weighted number of shares outstanding during the reporting period. Diluted consolidated EPS includes the dilutive effect of vested and unvested stock options of the Company’s subsidiaries. The Company analyzed the calculation of net earnings per share for periods prior to the Business Combination on November 6, 2023 and determined that it resulted in values that would not be meaningful to the users of the consolidated financial statements, as the capital structure completely changed as a result of the Business Combination. Therefore, net earnings per share information has not been presented for periods prior to the Business Combination. The basic and diluted net loss per share attributable to Class A ordinary shareholders for the year ended March 31, 2024, as presented on the consolidated statements of operations, represents only the period after the Business Combination to March 31, 2024. The Company’s Class V ordinary shares do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net earnings per Class V ordinary share under the two-class method has not been presented. The following table sets forth the computation of basic and diluted net income/loss per share for the period from November 6, 2023 through March 31, 2024 (in thousands, except share and per share amounts): Schedule of reconciliation of net income per share Numerator: Net income attributable to controlling interest for the period from November 6, 2023 through March 31, 2024 $ 14,154 Denominator: Weighted average shares outstanding of Class A ordinary shares, basic and diluted for the period from November 6, 2023 through March 31, 2024 15,532,382 Net earnings per share Ordinary Shares Basic $ 0.91 Diluted $ 0.91 Note 22 - Subsequent Events Equity financing On April 08, 2024, the Company entered into a private placement transaction (the “Private Placement”), pursuant to a Share Subscription Agreement (the “Subscription Agreement”) with an institutional accredited investor (the “Investor”) for aggregate gross proceeds of $ 5,000,000 . The Private Placement closed on April 23, 2024. As part of the Private Placement, the Company agreed to sell an aggregate of 2,261,778 Class A ordinary shares, $0.0001 par value per share, at a purchase price of $ 2.21 per share subject to Beneficial Ownership Limitation. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Investor at the closing of the Private Placement, 9.99%) of the number of Class A ordinary shares outstanding immediately after giving effect to the issuance of the Class A ordinary shares to the Investor. The Subscription Agreement contains customary representations, warranties and covenants of the parties, and the closing was subject to customary closing conditions. The Company intends to use the net proceeds of approximately $4.68 million from the Private Placement, following a deduction of a 6.5% commission paid to a placement agent, for general corporate and working capital purposes. The company has issued an aggregate of 2,211,778 Class A ordinary shares at a purchase price of $ 2.21 per share. The Company reserved 50,000 Class A ordinary shares in adherence to the Beneficial Ownership Limitation. F- 50 Exchange Agreement Upon consummation of the Business Combination, the holders of AARK ordinary shares and Aeries Technology Group Business Accelerators Pvt Ltd. (“ATGBA”) ordinary shares each entered into the Exchange Agreements. Pursuant to the Exchange Agreements, from the date of the Exchange Agreements and after April 1, 2024, and subject to certain exercise condition, each shareholder of AARK ordinary shares shall have the right to require the Company to provide Class A ordinary shares or cash in exchange for up to all of the AARK ordinary share. Each share of AARK may be exchanged for 2,246 Class A ordinary shares the Company subject to certain adjustments. Pursuant to the Exchange agreement, on April 5, 2024, the prior investor of AARK has exchanged 9,500 ordinary shares of AARK for 21,337,000 Class A ordinary shares of the Company (i.e 2,246 Class A ordinary shares of the Company for 1 ordinary share of AARK). Shares issued to vendors In December 2023, ATI settled the amounts owed to certain vendors by issuance of Class A ordinary shares. If the VWAP of the Class A ordinary shares over the three trading days immediately preceding the agreement date is higher than the VWAP over the three trading days immediately preceding the six-month anniversary from the agreement date, ATI would need to issue additional Class A ordinary shares for the difference. Pursuant to the abovementioned clause, the Company has issued in total 54,074 Class A ordinary shares to the vendors on May 24, 2024. Aeries Technology, Inc. 2023 Equity Incentive Plan Pursuant to the Aeries Technology, Inc. 2023 Equity Incentive Plan, Company granted Mr. Sudhir Appukuttan Panikassery an option to purchase on or prior to the expiration date, June 7, 2034, all or part of 5,151,005 Class A ordinary shares, par value $0.0001 per share. The option shall be fully vested and exercisable on the grant date, June 08, 2024. The entire option was exercised on June 21, 2024. Notice from The Nasdaq Stock Market LLC On September 5, 2024, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company is delinquent in filing its quarterly report on Form 10-Q and for the fiscal quarter ended June 30, 2024 and remains delinquent in filing its annual report on Form 10-K for the year ended March 31, 2024 (the “Fiscal 2024 Form 10-K”), the Company does not comply with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s Class A ordinary shares or publicly traded warrants on the Nasdaq Capital Market. In accordance with the Notice, the Company has until September 30, 2024 to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with Nasdaq’s listing rules with respect to the delinquent reports, and Nasdaq has the discretion to grant the Company up to 180 calendar days from the due date of the Fiscal 2024 Form 10-K, or January 13, 2025, to regain compliance. F- 51