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Item 9A. Controls and Procedures

2025-07-02 compared with 2024-09-27 · 1637 added, 1303 removed, 1100 unchanged (73% of the section changed)

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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.

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 Exchange Act, as of the end of the fiscal year ended March 31, 2025.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that, as of March 31, 2025, 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.

As required by SEC rules and regulations implementing 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.

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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.

In light of these facts, our management, including our Chief Executive Officer and Chief Financial Officer, is in the process of implementing 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.

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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.

Rule 10b5-1 Trading Arrangements

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, 2025, as such terms are defined under Item 408(a) of Regulation S-K

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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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.

The following sets forth certain information, as of June 25, 2025, concerning the persons who serve as directors and executive officers of the Company.

Executive Officers

Sudhir Appukuttan Panikassery

Bhisham (Ajay) Khare

Chief Executive Officer and Director

Rajeev Gopala Krishna Nair

Chief Financial Officer

Chief Financial Officer and Chief Investment Officer

Unnikrishnan (Unni) Balakrishnan Nambiar

Chief Technology Officer

Bhisham (Ajay) Khare

Chief Revenue Officer & Chief Operating Officer – Americas

Chief Investment Officer and Director

Narayan Shetkar

Chief Strategy Officer

Non-Employee Directors

Venu Raman Kumar

Director and Chairman of the Board

Chairman of the Board and Director

Sudhir Appukuttan Panikassery

Vice Chairman of the Board and Director

Independent Director

Biswajit Dasgupta

Independent Director

Ramesh Venkataraman*

Independent Director

Ramesh Venkataraman resigned from the Board effective June 30, 2025.

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.

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.

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.

Rajeev Gopala Krishna Nair has served as our Chief Financial Officer since the consummation of the Business Combination in November 2023.

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.

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.

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.

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.

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.

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.

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.

Bhisham (Ajay) Khare has served as Chief Executive Officer and a director of Aeries since February 2025 and Chief Revenue Officer and Chief Operating Officer of Aeries since the consummation of the Business Combination in November 2023.

Prior to consummation of Business Combination, he served as Chief Revenue Officer and Chief Operating Officer for the Americas division of Aeries group since 2015.

Khare is responsible for planning and executing the strategic direction and ongoing operations for the company.

Khare is a successful executive with experience in business operations, strategic planning, & client relationship.

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Khare managed worldwide operations for CBay systems and was part of the team that acquired MedQuist & Spheris in private equity funded deals.

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.

We believe that Mr.

Khare’s extensive experience in business operations, strategic planning, and client relationship management, along with his leadership in scaling organizations, executing mergers and acquisitions, and driving private equity-backed growth, qualify him to serve on our Board.

Webb has served as Chief Financial Officer of Aeries since February 2025 and Chief Investment Officer of Aeries since the consummation of the Business Combination in November 2023.

Webb served as a director of Aeries from the consummation of the Business Combination to February 2025.

Prior to the Business Combination, from March 2021 to November 2023, he served as the Chief Executive Officer, Chief Financial Officer and a director of WWAC.

From August 2017 to March 2021, Mr.

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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.

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.

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.

Unnikrishnan (Unni) Balakrishnan Nambiar has served as Chief Technology Officer of Aeries since the consummation of the Business Combination in November 2023.

Prior to consummation of Business Combination, he has served as Chief Technology Officer of ATG since 2015.

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.

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.

He also worked in the storage management industry at Legato Systems (later EMC) in multiple global locations and across various product engineering roles.

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.

Venu Raman Kumar has served as non-executive Chairman and as a director of Aeries and a member of the Nominating and Corporate Governance Committee since the consummation of the Business Combination in November 2023, and prior to the consummation of the Business Combination of ATG since co-founding ATG in 2012.

Kumar is a successful tech entrepreneur and private equity investor.

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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.

Alok Kochhar has served as a director of Aeries since the consummation of the Business Combination in November 2023.

Sudhir Appukuttan Panikassery has served as non-executive Vice Chairman of the Board of Aeries since February 2025 and a director of Aeries since the consummation of the Business Combination in November 2023.

Panikassery served as the Chief Executive Officer of Aeries from the consummation of the Business Combination until February 2025.

Prior to the consummation of the Business Combination in November 2023, he served as the Chief Executive Officer of ATG from its co-founding in 2012 until February 2025.

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.

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.

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.

Alok Kochhar has served as a director of Aeries since the consummation of the de-SPAC business combination (the “Business Combination”) in November 2023.

Kochhar brings with him his long-standing financial experience.

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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.

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.

Ramesh Venkataraman

had served as a director of Aeries since the consummation of the Business Combination in November 2023.

Venkataraman informed the Board of his intention to resign from his position as a member of the Board.

The effective date

of his resignation is June 30, 2025, at which time Mr.

Venkataraman’s term as a director, including his membership on

the Board’s Nominating and Corporate Governance Committee, ended.

Venkataraman stepped down from the Board in order to

transition to a role as chairperson of the Company’s independent advisory board.

The decision by Mr.

Venkataraman to resign

from the Board did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies

or practices.

Venkataraman has

over 32 years of experience in private equity investing and management consulting in the technology, telecom, software, industrial and

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 led 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.

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.

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.

Venkataraman’s extensive experience in management consulting, investment and board advisory across diverse industries qualifies him to serve on our Board.

Venkataraman led the private equity business of Avest’s joint venture with

Samena Capital and was a member of Samena’s board of directors.

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.

Venkataraman’s extensive experience in management consulting, investment and board advisory across diverse industries qualified him to serve on our Board.

Family Relationships

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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;

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.

The Shareholders at the Annual Meeting has approved the Second Amended and Restated Memorandum and Articles of Association, which provides that, after their initial term expires, each class of directors, including the Class I directors, will be appointed for a one-year term.:

● Class I, consisting of Alok Kochhar, Biswajit Dasgupta and Nina

Shapiro, whose terms expired at the Company’s first annual meeting of shareholders held March 27, 2025 and were re-appointed

as directors to serve for such term as provided in the Company’s memorandum and articles of association then in effect;

● Class II, consisting of Bhisham (Ajay)

Khare, whose term will expire at the Company’s second annual meeting of shareholders to be held after the consummation of the Business

● 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 appointed to serve from the time of appointment and qualification until their term provided in our memorandum and articles of association expires and until their successors are duly appointed and qualified.

Before a director’s term expires, the Company’s directors may be removed by shareholder approval in accordance with the voting criteria set forth in our memorandum and articles of association.

Director Independence

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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.

The Board determined that each of the directors on the Board, including Ramesh Venkataraman, who resigned from the Board effective June 30, 2025, other than Venu Raman Kumar, Sudhir Appukuttan Panikassery and Bhisham (Ajay) Khare qualify as independent directors.

Upon the departure of Ramesh Venkataraman from the Board on June 30, 2025, the Board no longer consists of a majority of “independent directors.”

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.

Currently, the Board has separated the roles of the Chief Executive Officer and the Chairperson, which are held by Bhisham (Ajay) Khare and Venu Raman Kumar, respectively.

Board Role in Risk Oversight

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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:

Our 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, we are deemed a “controlled company” within

the meaning of the corporate governance standards of the Nasdaq Capital Market (“Nasdaq”), where our securities are listed.

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.

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 the ordinary shares of Aark Singapore Pte.

(“AARK ordinary shares”) held by our Chairman of the Board,

Kumar, the Company may utilize these exemptions.

If we determine to rely on one or more of these exemptions, shareholders may

not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements.

Upon the departure of Ramesh Venkataraman from the Board on June 30, 2025, the Board no longer consists of a majority of independent

Additionally, the Nominating and Corporate Governance Committee is not composed entirely of independent directors.

to be a “controlled company” and our Class A ordinary shares continue to be listed on Nasdaq, we will be required to comply

with these standards and, depending on the Board’s independence determination with respect to its then-current directors, we 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

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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.

Copies of each charter are posted on the Investor Relations – Corporate Governance section of our website at https://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 proxy statement.

The Company’s 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.

that the leadership structure of the Company’s board of directors will provide appropriate risk oversight of the Company’s

Audit Committee

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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 is comprised of Venu Raman Kumar, Alok Kochhar, and Biswajit Dasgupta.

Ramesh Venkataraman was a member of the nominating

and corporate governance committee until his resignation from the Board effective June 30, 2025.

Biswajit Dasgupta is the chairperson

of the nominating and corporate governance committee.

The nominating and corporate governance committee’s responsibilities include, among other thing:

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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.

None of the members of the compensation committee is or has been at any time one of our officers or employees, or has ever had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K.

None of our 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 the Board or compensation committee.

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/.

The Board has 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://ir.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.

The reference to our website address in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement

Delinquent Section 16 Reports

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Section 16(a) compliance was required during the fiscal year ended March 31, 2025.

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.

To our knowledge, during the fiscal year ended March 31, 2025, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

Insider Trading Policy

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

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.

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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.

Item 11 - EXECUTIVE COMPENSATION

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

EXECUTIVE COMPENSATION

The following is a discussion and analysis of compensation arrangements of our named executive officers.

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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

Aeries Management Transitions and Aeries Named Executive Officer Compensation

The following management transitions occurred on February 10, 2025:

Bhisham (Ajay) Khare was appointed Chief Executive Officer and director of the Company;

Sudhir Appukuttan Panikassery resigned from his position as Chief Executive Officer of the Company and was appointed Vice Chairman of the Company;

Webb resigned from his position as a director and was appointed as Chief Financial Officer of the Company, in addition to his then-current role as Chief Investment Officer of the Company.

Accordingly, our named executive officers (“ NEOs ”) for the fiscal year ended March 31, 2025 as determined in accordance with SEC rules and their respective positions as of such date with Aeries were as follows:

Bhisham (Ajay) Khare, our Chief Executive Officer

● Sudhir Appukuttan Panikassery, our Non-Executive Vice Chairman and former Chief Executive

Webb, our Chief Financial Officer and Chief Investment

Unnikrishnan (Unni) Balakrishnan, our Chief Technology Officer

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Name and Principal Position

Option Awards (3)

Stock Awards ( 2 )

compensation ( 4 )

Sudhir Appukuttan Panikassery

Bhisham (Ajay) Khare

March 31, 2025

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March 31, 2024

Bhisham (Ajay) Khare

Sudhir Appukuttan Panikassery

March 31, 2025

CRO & COO - US Operations

Former Chief Executive Officer

March 31, 2024

Chief Financial

Officer and Chief Investment Officer

March 31, 2025

Unnikrishnan (Unni) Balakrishnan Nambiar

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March 31, 2024

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.

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.

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.

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.

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.

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.

dollar amount shown in the “Bonus”

The amounts in this column reflect the base

salary paid to the named executive officers for the fiscal years ended March 31, 2025 and March 31, 2024.

For 2025, for Mr.

Khare, the U.S.

Dollar amount shown in the “Salary” column totaling USD 388,643, includes $1 in annual cash fees for his service as a director of the Board.

Please see below for additional details regarding compensation in connection with Mr.

Khare’s Board services.

For 2025, for Mr.

Panikassery, the U.S.

Dollar amount shown in the “Salary” column, totaling USD 565,278 includes $41,096 received as base service fees for service on the Board of Directors pursuant to our board of director’s agreement then in effect, for a period of 2025 that he was not an employee of the Company.

For a description of our non-employee director compensation policy and additional details regarding Mr.

Panikassery’s compensation in connection with his services as a director, please see below.

As noted above, Mr.

Panikassery ceased serving as our Chief Executive Officer in February 2025.

The USD 565,278 also includes payments made to Mr.

Panikassery from June 1, 2024 to January 30, 2025, amounting to AED 1,476,653 equivalent to U.S.

dollars of 402,084 converted using a currency conversion rate of 3.67 AED per USD.

For 2024, for Mr.

Panikassery, 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.

For 2024, for Mr.

Nambiar, 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.

As part of the Company’s efforts to optimize costs and enhance profitability, on December 1, 2024, the Board, based on the recommendation of the Compensation Committee, approved a temporary reduction in base compensation for Messrs.

Khare, Panikassery and Nambiar equal to 20%, 29% and 17%, respectively, effective from December 1, 2024 to April 1, 2025.

(2) The amounts in this column represent the aggregate grant fair

value of restricted stock unit awards (“RSUs”) granted to each named executive officer in the fiscal year ended March 31,

2025, computed in accordance with ASC Topic 718, excluding the impact of estimated forfeitures.

See Note 14 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.

(3) The amounts in this column represent the aggregate grant fair

value of option awards granted to the named executive officer in the fiscal year ended March 31, 2025, computed in accordance with

ASC Topic 718, excluding the impact of estimated forfeitures.

See Note 14 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 amounts in this column for fiscal year 2025 represent (i)

$13,979 for Mr.

Khare and $15,133 for Mr.

Webb in matching contributions under our 401(k) plan;(ii) $911 for Mr.

Panikassery, $0 for Mr.

Webb and $0 for Mr.

Nambiar in life insurance premiums;

(iii) for Mr.

$241,873 for gross up amounts reimbursed to Mr.

Khare for payment of taxes;

(iv) $147,594 for housing and related expenses incurred

Panikassery in connection with his duties in the United Arab Emirates (such amounts converted from United Arab Emirates dirham

dollars using a spot exchange rate on March 31, 2025);

and (v) $17,036 as compensation paid to Mr.

Panikassery in

full and final settlement of his employee agreement.

The value of the foregoing amounts was determined based on the actual cost of such

benefits to the Company.

dollar amount shown in the “All other compensation”

column, totaling USD 2,108, includes payments made to Mr.

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using a currency conversion rate of INR 83 per USD.

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.

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.

The amount represents a one-time relocation allowance provided to Mr.

(6) The amount represents a one-time relocation allowance provided

Nambiar to relocate from India to the United States.

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.

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.

Narrative Disclosure to Summary Compensation Table

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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.

The base salaries paid to each of the named executive officers for the fiscal year ended March 31, 2025 are listed below.

Please see below for additional details regarding our named executive officers’ employment agreements.

2025 Base Salary

Sudhir Appukuttan Panikassery

Bhisham (Ajay) Khare

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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;

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);

Nambiar’s employment letter, which provided for an annual bonus determined at the discretion of the employer.

Nambiar for the year ended March 31, 2025 was determined based on their compensation arrangements with ATG or its subsidiaries entered on March 28, 2025 effective as of February 10, 2025 and for the year ended March 31, 2024 was based on their compensation arrangements with ATG or its subsidiaries prior to the Business Combination.

These arrangements for fiscal year 2025 included Mr.

Khare’s employment letter which provided for annual incentive opportunity equal to 100% of his base salary;

Webb’s employment letter which provided for annual incentive opportunity equal to 40% of his base salary;

Nambiar’s employment letter, which provided for an annual incentive opportunity equal to 40% of his base salary.

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.

After considering a number of factors, including current market challenges, and consistent with the Company’s focus on aligning management’s compensation with shareholder value creation, the Compensation Committee determined not to pay any annual cash incentives to our NEOs for fiscal year 2025.

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.

Aeries’ equity-based incentive awards are designed to align the interests of our shareholders with those of our employees and consultants, including the executive officers.

The board of directors and the compensation committee, as appropriate, are 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.

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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.

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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.

The Board, upon recommendation of the Compensation Committee, approved Amendment No.

1 (the “Plan Amendment”) to the Company’s 2023 Equity Incentive Plan which was subsequently approved by the shareholders on March 27, 2025.

Accordingly, the maximum number of our Class A ordinary shares that may be issued under the Plan may not exceed 11,928,287 (“New Share Reserve”) of our Class A ordinary shares which will automatically increase the New Share Reserve by 5% on an annual basis or by such number of shares that the Board may determine in its sole discretion.

The Board of Directors and the Compensation Committee typically grant equity awards during regularly scheduled meetings.

The timing of this approval would be dependent on the events of regular appraisal cycle, mid-year promotions, new- hires and / or any extraordinary circumstances.

The Board of Directors and the Compensation Committee do not take material nonpublic information into account when determining the timing and terms of equity awards.

The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

SEC rules require the Company to disclose the following information for stock option awards to the NEOs in the period beginning four business days before and one business day following the Company’s Form 8-K filed on June 11, 2024.

securities underly

fair value of

Percentage change

in the closing

market price of

the securities underlying

the award between

the trading day ending

immediately prior to

the disclosure of

material nonpublic

(June 10, 2024) and

the trading day beginning

immediately following

the disclosure of

material nonpublic

(June 12, 2024)

Sudhir Appukuttan Panikassery

For the fiscal year ending March 31, 2025, Messrs.

Khare, Webb and Nambiar received RSU awards covering 2,471,360, 747,815 and 660,847 RSUs, respectively.

The awards were vested on the grant date and were settled in February and March 2025.

In addition, for the fiscal year ending March 31, 2025, Mr.

Panikassery received a stock option covering 5,151,005 shares that was fully vested on the grant date.

For additional information regarding the equity awards held by our named executive officers as of March 31, 2025, please see the section below entitled “- Outstanding Equity Awards at Fiscal Year-End .”

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.

For fiscal year 2025, Mr.

Panikassery participated 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 the U.S.-based NEOs participated in our medical insurance plan, on the same basis as all of our other U.S.-based 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.

Khare participates in the 401(k) plan.

employees, including Messrs.

Khare, Webb and Nambiar, with an opportunity to save for retirement on a tax advantaged basis.

Eligible employees are able to defer eligible compensation up to certain Internal Revenue Code limits, which are updated annually.

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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.

For fiscal year 2025, only Messrs.

Khare and Webb participated in our 401(k) plan.

Outstanding Equity Awards at Fiscal Year-End

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Option Awards

Exercisable (b)

Unexercisable (c)

Securities Underlying Unexercised Options (#) Exercisable

Securities Underlying Unexercised Options (#) Unexercisable

Units of Stock

Market Value of

Units of Stock

Unearned Shares,

Units or Other Rights

Equity Incentive

Market or Payout Value of

Unearned Shares,

Units or Other Rights

Sudhir Appukuttan Panikassery

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Bhisham (Ajay) Khare

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.

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.

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.

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.

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 Aeries Management Stock Option Plan, 2019, as amended.

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 Aeries Employees Stock Option Plan 2020, as amended.

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 Aeries Management Stock Option Plan, 2019, as amended.

Executive Employment Agreements;

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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.

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.

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.

On March 28, 2025, Aeries Solutions entered into new employment agreements with Bhisham (Ajay) Khare, Daniel S.

Webb and Unnikrishnan Nambiar, superseding and replacing each officer’s original employment agreement and any related amendments, effective as of February 10, 2025.

These new agreements reflect changes in their roles, responsibilities, and compensation arrangements consistent with the Company’s evolving leadership structure, and were approved by the Company’s Board and Compensation Committee.

The material terms of the revised employment agreements for each of these officers are set forth below.

New Employment Agreement with Bhisham (Ajay) Khare

Under the revised Employment Agreement with Mr.

Khare (the “Khare Revised Employment Agreement”), he is entitled to an annual base salary of $425,000, subject to increase at the Board’s discretion.

Effective for fiscal year 2025, Mr.

Khare’s annual incentive opportunity has a target equal to 100% of his base salary, with actual awards determined by the Board or Compensation Committee, as applicable.

He is also eligible for future equity awards, subject to performance, continued service, and approval by the Board or Compensation Committee, as applicable.

Khare is further eligible to participate in welfare benefit plans, incentive, savings and retirement plans generally available to senior executive officers of the Company on terms and conditions substantially the same as such senior executive officers.

Khare’s employment is terminated without “cause” or if he terminates his employment for “good reason” (each as defined in the Khare Revised Employment Agreement and summarized below), then Mr.

Khare will be entitled to receive subject to compliance with certain post-termination obligations and the execution of a release of claims in favor of the Company, a severance payment equal to 12 months of his base salary, payable in equal installments over 12 months.

The severance payments are in lieu of any other severance benefits Mr.

Khare may be eligible for under any other Company plan or program.

The Khare Revised Employment Agreement provides Aries with discretion to place Mr.

Khare on “garden leave” during any required period of notice (or any part of such notice period) upon certain termination event.

The Khare Revised 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.

The Khare Revised Employment Agreement also includes a non-competition agreement for a one-year period.

New Employment Agreement with Daniel S.

Under the revised Employment Agreement with Mr.

Webb (the “Webb Revised Employment Agreement”), Mr.

Webb will serve as the Chief Financial Officer and Chief Investment Officer of the Employer, the Company and its affiliates.

Webb is entitled to an annual base salary of $400,000, subject to increase at the Board’s discretion.

Effective for fiscal 2025, Mr.

Webb’s annual incentive opportunity has a target equal to 40% of his base salary, with actual awards determined by the Board or Compensation Committee.

Webb is further eligible to participate in welfare benefit plans, incentive, savings and retirement plans generally available to senior executive officers of the Company on terms and conditions substantially the same as such senior executive officers.

He is also eligible for future equity awards, subject to performance, continued service, and approval by the Board or Compensation Committee, as applicable.

Webb’s employment is terminated without “cause” or if he terminates his employment for “good reason” (each as defined in the Webb Revised Employment Agreement and summarized below), then Mr.

Webb will be entitled to receive subject to compliance with certain post-termination obligations, including the execution of a release of claims against the Company, a severance payment equal to 12 months of his base salary, payable in equal installments over 12 months.

The severance payments are in lieu of any other severance benefits Mr.

Webb may be eligible for under any other Company plan or program.

The Webb Revised Employment Agreement provides Aries with discretion to place Mr.

Webb on “garden leave” during any required period of notice (or any part of such notice period) upon certain termination event.

The Webb Revised Employment Agreement contains certain restrictive covenants that apply during and after Mr.

Webb’s employment, including a non-solicitation agreement and an agreement not to disclose confidential information for a two-year period following his termination of employment for any reason.

The Webb Revised Employment Agreement also includes a non-competition agreement for a one-year period.

New Employment Agreement with Unnikrishnan Nambiar

On March 28, 2025, Aeries Solutions entered into a revised Employment Agreement with Unnikrishnan (Unni) Balakrishnan Nambiar (the “Nambiar Employment Agreement”), which clarifies the terms of Mr.

Nambiar’s annual incentive opportunity and the form and terms of the equity award which Mr.

1 unchanged sentence

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.

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.

Nambiar is entitled to an annual base salary of $250,000, subject to increase at the Board’s discretion.

Effective for fiscal 2025, Mr.

Nambiar’s annual incentive opportunity has a target equal to 40% of his base salary, with actual awards determined by the Board or Compensation Committee.

He is also eligible for future equity awards, subject to performance, continued service, and approval by the Board or Compensation Committee, as applicable.

Nambiar is further eligible to participate in welfare benefit plans, incentive, savings and retirement plans generally available to senior executive officers of the Company on terms and conditions substantially the same as such senior executive officers.

Nambiar’s employment is terminated without “cause” or if he terminates his employment for “good reason” (each as defined in the Nambiar Revised Employment Agreement and summarized below), then Mr.

Nambiar will be entitled to receive, subject to compliance with certain post-termination obligations, including the execution of a release of claims against the Company, a severance payment equal to 12 months of his base salary, payable in equal installments over 12 months.

The severance payments are in lieu of any other severance benefits Mr.

Nambiar may be eligible for under any other Company plan or program.

The agreements provide Aries with discretion to place Mr.

Nambiar on “garden leave” during any required period of notice (or any part of such notice period) upon certain termination event.

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.

For purposes of the Khare Revised Employment Agreement, Webb Revised Employment Agreement and Nambiar Employment Agreement, “cause” generally means the NEO’s conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude or the NEO’s commission of any crime involving misappropriation, embezzlement, conversion of any property (including confidential or proprietary information) or business opportunities, or fraud with respect to the Company or any of its customers or suppliers;

material conduct by the NEO causing any member of the Company public disgrace or disrepute or economic harm;

failure of the NEO to perform duties assigned by the Company (with certain limited exceptions and subject to a cure period);

any act or knowing omission of the NEO aiding or abetting a competitor or supplier of the Company to the disadvantage or detriment of the Company;

the NEO’s breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company;

a material violation by the NEO of any policy of the Company applicable to the NEO that has been communicated to the NEO in writing, including gross insubordination;

any attempt by the NEO to secure any personal profit (other than through his indirect ownership of equity in the Company) in connection with the business of the Company;

or any other material breach by the NEO of his employment agreement or any other agreement between the NEO and the Company which is incurable or not cured to the Board’s reasonable satisfaction within ten days after written notice thereof to the NEO.

In addition, for purposes of the foregoing employment agreement, “good reason” generally means (i) a material reduction in the nature or scope of the NEO’s aggregate duties and responsibilities;

(ii) failure of the Company to pay or cause to paid NEO’s base salary or annual incentive, if earned, or failure of the Company to deliver the equity awards, if vested, unless agreed by the NEO.

Prior Employment Agreement with Mr.

Prior to the termination of his employment as Aeries’ Chief Executive Officer effective February 10, 2025, Mr.

Panikassery was party to an employment agreement with Aeries, dated June 13, 2024.

Under the prior agreement, Mr.

Panikassery’s initial annual salary was $650,000 and he was eligible to receive a target bonus of up to 300% of his base salary based on achieving revenue and EBIDTA goals as determined by the Board or the Compensation Committee, subject to employment on the last day of the applicable fiscal year.

Panikassery was further eligible to reimbursement of all expenses reasonably incurred by him towards accommodation, travel, telephone, internet costs on an actual basis, for performance of his duties in the United Arab Emirates, and in accordance with Company’ policies.

Effective November 30, 2024, in connection with the termination of our then-Chief Financial Officer, the Board appointed Mr.

Panikassery to serve as the interim Chief Financial Officer in addition to his duties as Chief Executive Officer until Mr.

Webb was subsequently appointed as new Chief Financial Officer on February 10, 2025.

Effective February 10, 2025, Mr.

Panikassery resigned from his position as Chief Executive Officer and from all other officer positions he held in the Company and received a final compensation equal to $17,036 paid to Mr.

Panikassery in full and final settlement of his employee agreement.

Director Compensation Table

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Venu Raman Kumar

$ 569,007 (1)

Biswajit Dasgupta

Ramesh Venkataraman

Represents a temporary reduction in cash fees in connection with the Company’s efforts to optimize costs and enhance profitability.

Aeries Director Agreements

Director Agreement with Chairman

On November 6, 2023, Aeries entered into a director service agreement with Mr.

On November 6, 2023, Aeries entered into a board of directors service agreement with Mr.

Kumar (the “Kumar Director Agreement”).

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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.

However, the Board on the recommendation of the Compensation Committee has agreed a temporary base reduction effective from December 1, 2024 to $462,500.

Subsequently, on February 10, 2025, Aeries entered into a director agreement for an annual fee of $325,000.

Additionally, Mr.

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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.

On November 6, 2023, Aeries entered into a board of directors service agreement with Mr.

Webb (an “Executive Director”).

Under the 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.

Finally, the agreement also provided Mr.

Webb with indemnification against any liability incurred in the performance of his services as a member of Company’ Board to the fullest extent authorized in the Company’s amended and restated memorandum and articles of association, as well as director’s and officer’s liability insurance.

Subsequently on February 10, 2025, he stepped down as a member of the board of directors.

In connection with his resignation from the Board, Mr.

Webb’s Board of Directors Agreement terminated and he did not receive compensation for his services as a director in fiscal 2025.

Descriptions of Mr.

Webb’s total compensation can be found under “Executive Compensation” above.

Panikassery was previously party to a Board of Directors Agreement with the Company effective in 2023.

The agreement provided for an annual fee of $1 as well as reimbursement for expenses incurred in connection with the NEO’s services as a director of the Company’s Board.

The agreement also provided him with indemnification against any liability incurred in the performance of his services as a member of the Company’s Board to the fullest extent authorized in the Company’s amended and restated memorandum and articles of association, as well as director’s and officer’s liability insurance.

Finally, the agreement contained nondisclosure provisions in favor of the Company.

On February 10, 2025, consequent to his stepping down as the CEO of Aeries, the Board appointed Mr.

Sudhir Panikassery as non-executive vice chairman and non-executive member of the Board of Aeries and accordingly Aeries entered into a new board of directors agreement with Mr.

Panikassery, effective February 10, 2025, wherein Aeries agreed to pay him an annual fee of $300,000.

He is also eligible for future equity awards.

Finally, the agreement provides Mr.

Panikassery with indemnification against any liability incurred in the performance of his services as a member of Company’ Board to the fullest extent authorized in the Company’s amended and restated memorandum and articles of association, as well as director’s and officer’s liability insurance.

Descriptions of Mr.

Panikessary’s total compensation can be found under “Executive Compensation” above.

On February 10, 2025, Aeries entered into a board of directors agreement with Mr.

Khare (an “Executive Director”).

Under the agreement, Aeries will pay the Executive Director an annual cash fee of $1 for director services.

The Executive Director agreed to confidentiality and intellectual property protection provisions as part of the agreement.

In connection with this agreement, he did not receive any compensation for his services as a director in fiscal 2025.

Descriptions of Mr.

Khare’s total compensation can be found under “Executive Compensation” above.

Director Agreements with Non-Executive Directors

On November 6, 2023, Aeries entered into a director service agreement with Mr.

Dasgupta, Ms.

Shapiro and Mr.

Venkataraman (each, a “Non-Executive Director”).

On November 6, 2023,

Aeries entered into a director service agreement with Mr.

Dasgupta and Ms.

Shapiro (each, a “Non-Executive

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.

Additionally,

the Non-Executive Director is eligible for a one-time grant of up to 75,000 restricted share units pursuant to the Plan as well as reimbursement

for expenses incurred in connection with the non-employee director’s services.

The Non-Executive Director agreed to confidentiality

and intellectual property protection provisions as part of the agreement.

Finally, the agreement also provide the applicable non-employee

director with indemnification against any liability incurred in the performance of the non-employee director’s services to the fullest

extent authorized in Aeries’ amended and restated memorandum and articles of association, as well as director’s and officer’s

liability insurance.

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:

The following table sets forth beneficial ownership of Class A ordinary shares as of June 25, 2025 by:

each person known by Aeries to be the beneficial owner of more than 5% of Aeries’ outstanding ordinary shares;

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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.

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 June 25, 2025, 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 June 25, 2025 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.

ordinary shares

Beneficially Owned

ordinary shares

Beneficially Owned

ordinary shares

Name and Address of Beneficial Owners

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Bhisham (Ajay) Khare (5)

Narayan Shetkar

Venu Raman Kumar (2)

Rajeev Gopala Krishna Nair

Biswajit Dasgupta

Ramesh Venkataraman

All named executive officers and directors (11 individuals)

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.

All executive officers and directors as a group (9 individuals)

have a dual class ordinary share structure.

As of June 25, 2025, there are 47,152,626 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) 1.30% 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.

Includes (i) 5,638,530 Class A ordinary shares held directly by Innovo Consultancy DMCC, which is wholly owned by Mr.

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Unless otherwise noted, the business address of each of the directors and officers is 60 Paya Lebar Road, #08-13 Paya Lebar Square, Singapore.

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.

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.

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.

Khare prior to an exchange for Class A ordinary shares, and (ii) vested restricted stock units which became 1,656,256 Class A ordinary shares as on 31 March 2025.

EQUITY COMPENSATION PLAN INFORMATION

We maintain the following equity

compensation plans under which our equity securities that have been issued or are authorized for issuance to our employees and/or directors,

in each case, as amended:

the Aeries Management Stock Option Plan 2019, as amended (the “2019 Plan”);

the Aeries Employees

Stock Option Plan 2020, as amended (the “2020 Plan”);

and the Aeries Technology, Inc.

2023 Equity Incentive Plan (the “2023

The following table presents information about these plans as of March 31, 2025.

Plan category

securities to

upon exercise of

outstanding options,

warrants and rights

Weighted-average

exercise price of

outstanding options,

warrants and rights

securities remaining

available for

future issuance

compensation plans

(excluding securities

reflected in column

Equity compensation plans approved by security holders (2)

8,048,265 (4)

Equity compensation plans not approved by security holders

Does not include shares issuable upon vesting of outstanding RSUs, which have no exercise price and are included in column (a).

Includes the 2019 Plan, the 2020 Plan and the 2023 Plan.

The 2023 Plan provides that the share reserve will automatically increase on January 1st of each year, for a period of not more than 9 years, commencing on January 1, 2025 and ending on (and including) January 1, 2033, by the lesser of (a) 5% of the total number of Shares outstanding on December 31 st of the immediately preceding calendar year, and (b) such number of shares determined by the Board in its sole discretion.

Includes 295,565 options under the 2019 Plan;

59,900 options under the 2020 Plan and no options under the 2023 Plan.

Consists of shares of common stock available for future issuance under our 2023 Plan.

Certain Relationships and Related Transactions, and Director Independence.

1 unchanged sentence

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.

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, 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.”

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

3 unchanged sentences

Ralak Consulting LLP;

II Pte Ltd (“Aark II”);

Pte Ltd (“TSLC”);

Aark II Pte Ltd (“Aark II”);

TSLC Pte Ltd (“TSLC”);

Innovo Consultancy DMCC;

1 unchanged sentence

Aeries Financial Technologies Private Ltd (“AFT”);

Sqrrl Fintech Private Limited (“Sqrrl”);

Bhanix Finance and Investment Ltd;

1 unchanged sentence

Intercompany Deposits to ATPSPL and AFT

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.

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.

In the years ended March 31, 2025 and 2024, the group has provided intercompany deposits (“ICDs”) in one or more tranches to ATPSPL and AFT 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 $231and $663 for the period ended March 31, 2025 and 2024, respectively.

Intercompany Deposits from ATPSPL and Sqrrl

In the year ended March 31, 2025 and 2024, the group has received ICDs in one or more tranches from ATPSPL and Sqrrl to meet its working capital requirements.

The ICDs from ATPSPL 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 ICDs from Sqrrl have a term of 3 month from the date of disbursement of the ICDs with an interest rate of 17% per annum payable to Sqrrl by the group.

The outstanding balance of the ICDs was $111 and $498 for the period ended March 31, 2025 and 2024, respectively.

Loan from Mr.

The group has received a loan

in one or more tranches from Mr.

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.

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.

The outstanding balances of the loan were $812 and $834 for the periods ended March 31, 2025 and 2024, 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.

provided for management consulting services in the areas of Finance and Accounts, Business Application support and IT support.

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.

In the years ended March 31, 2025 and 2024, 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 $2,861 and $3,294, 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, 2025 were $439 for Aark II and $101 for TSLC, and as of March 31, 2024 were $629 for Aark II and $128 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.

The aggregate amount of the advisory services received during the year ended March 31, 2025 and 2024 was $305 and $424 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.

For the years ended March 31, 2025 and 2024, 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 $297 and $303 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.

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 349,173

Series-A Cumulative Redeemable Preference Securities (“Series-A RPS”) of AFT on October 29, 2018.

The Series-A RPS carry

a cumulative dividend rate of 0.001% per year and can be redeemed one day before the expiry of 20 years from the date of the allotment

of the Series-A RPS by AFT.

The carrying value of this investment as on March 31, 2025 was $1,008.

The group invested in 4,500,000 Cumulative Redeemable Preference Shares (“CRPS”) of ATPSPL.

2 unchanged sentences

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.

The carrying value of this investment as of March 31, 2025 was $822.

Corporate Guarantee provided to Bhanix Finance And Investment Limited

2 unchanged sentences

The said guarantee was terminated on June 1, 2023.

Private Placement in Connection with the

Business Combination

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.

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.

Exchange Agreements

On the Closing Date, Aeries

entered into exchange agreements with Mr.

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.

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.

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.

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 certain conditions and regulatory approvals, including from the Reserve Bank of India (“RBI”), as applicable.

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 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.

Kumar exchanged an aggregate amount of 9,500 AARK ordinary shares for 21,337,000 Exchanged Shares.

Director Independence

For information required by this item with respect to director independence, please see Item 10 of this report.

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.

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, 2025 and 2024.

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, 2025 and 2024.

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, 2025 and 2024 totaled $48 and $60, respectively.

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.

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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).

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).

Exhibits, Financial Statement Schedules .

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(a) The following documents are filed as part of this Annual Report

on Form 10-K:

Financial Statements:

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(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.

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

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.

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.

Business Combination Agreement, dated as of March 11, 2023, by and among Worldwide Webb Acquisition Corp., WWAC Amalgamation Sub Pte.

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(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).

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)

Second Amended & Restated Memorandum and Articles of Association of Aeries Technology, Inc.

(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on April 2, 2025) .

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) .

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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).

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).

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).

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).

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).

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).

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).

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).

Employment Agreement dated November 6, 2023 by and between Aark Singapore Pte.

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).

Employment Contract, dated June 13, 2024, by and between Aeries Technology Middle East Ltd and Sudhir Appukuttan Panikassery.

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).

Amendment No.

1 to Employment Agreement dated June 12, 2024 by and between Aeries Technology Solutions, Inc.

and Bhisham Khare.

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).

Amendment No.

1 to Employment Agreement dated June 12, 2024 by and between Aeries Technology Solutions, Inc.

and Rajeev Gopala Krishna Nair.

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).

Amendment No.

1 to Employment Agreement dated June 12, 2024 by and between Aeries Technology Solutions, Inc.

and Unnikrishnan Balakrishnan.

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).

Amendment No.

1 to Employment Agreement dated June 12, 2024 by and between Aeries Technology Solutions, Inc.

and Daniel Webb.

Employment Agreement dated November 6, 2023 by and between Aark Singapore Pte.

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).

Amendment to Employment Agreement, dated June 18, 2024, by and between ATG Business Solutions Private Limited and Narayan Shetkar.

Separation Agreement and Release, dated November 29, 2024, by and between Aeries Technology Solutions, Inc.

and Rajeev Nair (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on December 4, 2024).

Employment Agreement, dated March 28, 2025, by and between Aeries Technology Solutions, Inc.

and Bhisham Khare (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on April 2, 2025).

Employment Agreement, dated March 28, 2025, by and between Aeries Technology Solutions, Inc.

and Daniel Webb (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on April 2, 2025).

Employment Agreement, dated March 28, 2025, by and between Aeries Technology Solutions, Inc.

and Unnikrishnan Nambiar (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on April 2, 2025).

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).

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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).

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).

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).

Board of Directors Agreement dated February 10, 2025 by and between the Company and Venu Raman Kumar.

Board of Directors Agreement dated February 10, 2025 by and between the Company and Sudhir Appukuttan Panikassery.

Board of Directors Agreement dated November 6, 2023 by and between the Company and Ramesh Venkataraman (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).

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).

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).

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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).

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).

Amended Forward Purchase Agreement, dated November 27, 2024, by and between Aeries Technology, Inc.

and Sandia Investment Management LP (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on December 4, 2024).

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)

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).

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).

Aeries Technology, Inc.

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Form of Restricted Shares Unit Award Agreement under the Aeries Technology, Inc.

2023 Equity Incentive Plan.

2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed with the SEC on September 27, 2024).

Form of Restricted Shares Award Agreement under the Aeries Technology, Inc.

2023 Equity Incentive Plan.

Form of Nonstatutory Share Option Agreement under the Aeries Technology, Inc.

2023 Equity Incentive Plan.

2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.46 the Company’s Annual Report on Form 10-K filed with the SEC on September 27, 2024).

Form of Non-statutory Share Option Agreement under the Aeries Technology, Inc.

2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K filed with the SEC on September 27, 2024).

Form of Incentive Stock Option Agreement under the Aeries Technology, Inc.

2023 Equity Incentive Plan.

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).

2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K filed with the SEC on September 27, 2024).

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).

Letter from Marcum LLP to the U.S.

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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).

Aeries Technology, Inc.

Insider Trading Policy

List of Subsidiaries of Aeries Technology, Inc.

(incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on September 27, 2024).

Consent of Manohar Chowdhry & Associates, independent registered accounting firm.

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Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Executive Incentive Compensation Recoupment Policy.

Executive Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on September 27, 2024).

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

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Not applicable.

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,

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 2 nd day of July, 2025.

AERIES TECHNOLOGY, INC.

/s/ Sudhir Appukuttan Panikassery

Sudhir Appukuttan Panikassery

/s/ Bhisham (Ajay) Khare

Bhisham (Ajay) Khare

Chief Executive Officer

(Principal Executive Officer)

/s/ Daniel S.

Chief Financial Officer

(Principal Financial 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.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bhisham (Ajay) Khare, Daniel S.

Webb 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:

/s/ Sudhir Appukuttan Panikassery

/s/ Bhisham (Ajay) Khare

Chief Executive Officer and Director

September 27, 2024

Sudhir Appukuttan Panikassery

Bhisham (Ajay) Khare

/s/ Daniel S.

Chief Investment Officer & Director

September 27, 2024

Chief Financial Officer, Chief Investment Officer

/s/ Venu Raman Kumar

Chairman & Director

September 27, 2024

Venu Raman Kumar

/s/ Sudhir Appukuttan Panikassery

Sudhir Appukuttan Panikassery

/s/ Alok Kochhar

September 27, 2024

/s/ Biswajit Dasgupta

September 27, 2024

Biswajit Dasgupta

September 27, 2024

/s/ Ramesh Venkataraman

September 27, 2024

Ramesh Venkataraman

AERIES TECHNOLOGY, INC.

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Financial Statements:

Balance Sheets as of March 31, 2024 and 2023

Statements of Operations for the Year ended March 31, 2024 and 2023

Statements of Changes in Temporary Equity and Shareholders’ Deficit for the Year ended March 31, 2024 and 2023

Statements of Cash Flows for the Year ended March 31, 2024 and 2023

Notes to Financial Statements

Consolidated Balance Sheets as of March 31, 2025 and 2024

Consolidated Statements of Operations for the Year ended March 31, 2025 and 2024

Consolidated Statements of Comprehensive (loss) / Income for the Year ended March 31, 2025 and 2024

Consolidated Statements of Changes in Temporary Equity and Shareholders’ Deficit for the Year ended March 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Year ended March 31, 2025 and 2024

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of

To the Shareholders and the Board of Directors

Aeries Technology, Inc.

Opinion on the Consolidated Financial Statements

Opinion on the 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.

and its subsidiaries (the “Company”) as of March 31, 2025 and March 31, 2024, the related consolidated statements of operations, comprehensive (loss) / income, changes in redeemable noncontrolling interest and shareholders’ equity/(deficit) and cash flows, for each of the two years in the period ended March 31, 2025, 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 financial position of the Company as at March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements, the Company has incurred operating loss during the year, has a significant working capital deficiency and accumulated deficit, and requires additional funding to meet its obligations and sustain operations.

Furthermore, the Company continues to experience negative cash flows from operations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans regarding these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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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.

Our audits of the consolidated financial statements 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.

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(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.

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.

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.

the Critical Audit Matter Was Addressed in the Audit

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:

selected a sample of contracts with customers and performed the following procedures;

and read contract documents for each selection, including master service agreements, and

other documents that were part of the agreement.

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.

have tested the mathematical accuracy of management’s calculations of cost for the

purpose of invoicing the customers.

of Accounts receivable

Audit Matter Description

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.

the Critical Audit Matter Was Addressed in the Audit

view of the significance of the matter, we applied the following audit procedures in this area, among others, to obtain sufficient appropriate

audit evidence:

evaluated and tested the Company’s processes for Accounts Receivable, including the

credit control, collection and provisioning processes.

evaluated the management view point and estimates used to determine the allowance for bad

and doubtful debts.

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.

there were indicators that Accounts Receivable were unlikely to be collected, we assessed

the adequacy of allowance for impairment of Accounts Receivable.

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.

We determined that there are no critical audit matters.

/s/ Manohar Chowdhry & Associates

Manohar Chowdhry & Associates

Chartered Accountants

We are serving as the Company’s auditor for the first year

We are serving as the Company’s auditor since fiscal 2024

Chennai, India

September 27, 2024

25228596BMOBPD2252

AERIES TECHNOLOGY, INC.

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CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

of March 31, 2025 and March 31, 2024

(in thousands of United States dollars, except share and per share amounts)

Current assets:

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Accounts receivable, net of allowance of $ 3,574 and $ 1,263 as of March 31, 2025 and March 31, 2024, respectively

Prepaid expenses and other current assets, net of allowance of $ 1 and $ 0 , as of March 31, 2024 and March 31, 2023, respectively

Deferred transaction costs

expenses and other current assets, net of allowance of $ 0

as of March 31, 2025 and March 31, 2024, respectively

Total current assets

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Operating right-of-use assets

Deferred tax assets

Deferred tax assets, net

Long-term investments, net of allowance of $ 76 and $ 126 , as of March 31, 2025 and March 31, 2024, respectively

Other assets, net of allowance of $ 0 and $ 1 , as of March 31, 2025 and March 31, 2024, respectively

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY (DEFICIT)

REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY / (DEFICIT)

Current liabilities:

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Derivative warrant liabilities

Deferred tax liabilities

Deferred tax liabilities, net

Other liabilities

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Commitments and contingencies (Note 16)

Redeemable noncontrolling interest

Shareholders’ equity (deficit)

noncontrolling interest

Shareholders’

equity / (deficit)

Preference shares, $ 0.0001 par value;

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47,152,626 shares issued and outstanding as of March 31, 2025;

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

15,619,004 shares issued and outstanding as of March 31, 2024

V ordinary shares, $ 0.0001

share authorized;

1 share issued and outstanding as of March 31, 2025;

1 share issued and outstanding as of March 31, 2024

Net shareholders’ investment and additional paid-in capital

Common Stock held in treasury at cost;

1,285,392 shares as on March 31, 2025 and 0 shares as on March 31, 2024

Accumulated other comprehensive loss

(Accumulated deficit) retained earnings

Total Aeries Technology, Inc.

shareholders’ equity (deficit)

Accumulated deficit

Aeries Technology, Inc.

shareholders’ deficit

Noncontrolling interest

Total shareholders’ equity (deficit)

Total liabilities, redeemable noncontrolling interest and shareholders’ equity (deficit)

shareholders’ deficit

liabilities, redeemable noncontrolling interest and shareholders’ deficit

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

For the years ended March 31, 2025 and 2024

(in thousands of United States dollars, except share and per share amounts)

Cost of revenue

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Other income / (expense)

Change in fair value of forward purchase agreement put option liability

Change in fair value forward purchase agreement put option liability

Change in fair value of derivative warrant liabilities

Gain on settlement of forward purchase agreement put option liability

Interest income

Interest expense

Other income/(expense), net

Other (expense) / income, net

Total other income / (expense), net

Income before income taxes

Income tax expense

Net income attributable to noncontrolling interests

Net income attributable to redeemable noncontrolling interests

Net income attributable to shareholders’ of Aeries Technology, Inc.

(Loss) / income before income taxes

Income tax benefit / (expense)

Net (loss) / income

Net (loss) / income attributable to noncontrolling interests

Net (loss) / income attributable to redeemable noncontrolling interests

Net (loss) / income attributable to Aeries Technology Inc.

Weighted average shares outstanding of Class A ordinary shares, basic and diluted (1)

Basic net income per Class A ordinary share (1)

Diluted net income per Class A ordinary share (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.

Basic and diluted net (loss) / income per Class A ordinary share (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.

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED MARCH 31, 2024

(in thousands)

Other comprehensive income / (loss), net of tax

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) / INCOME

For the years ended March 31, 2025 and 2024

(in thousands of United States dollars, except share and per share amounts)

Net (loss) / income

Other comprehensive loss, net of tax

Foreign currency translation adjustments

Unrecognized actuarial gain / (loss) on employee benefit plan obligations

Total other comprehensive income / (loss), net of tax

Comprehensive income, net of tax

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to redeemable noncontrolling interests

comprehensive income attributable to shareholders’ of Aeries Technology, Inc.

Unrecognized actuarial (loss) / gain on defined employee benefit plan obligations

Total other comprehensive loss, net of tax

Comprehensive (loss) / income, net of tax

Comprehensive (loss) / income attributable to noncontrolling interests

Comprehensive (loss) / income attributable to redeemable noncontrolling interests

Total comprehensive (loss) / income attributable to Aeries Technology, Inc.

The accompanying notes are an integral part of these consolidated financial statements.

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NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY / (DEFICIT)

FOR THE YEAR ENDED MARCH 31, 2024

(in thousands, except share and per share data)

Ordinary Shares

For the year ended March 31, 2025 and 2024

(in thousands of United States dollars except share and per share amounts)

noncontrolling

Ordinary Shares

Net shareholders’ investment and additional

(Accumulated deficit)

Accumulated other

Total Aeries Technology, Inc.

Treasury Shares

shareholders’

Total shareholders’

comprehensive

Aeries Technology, Inc.

shareholders’

Noncontrolling

Shareholders’

Balance as at April 1, 2024

Net loss for the period prior to share exchange

Other comprehensive loss for the period prior to share exchange

Issuance of Class A ordinary shares with respect to share exchange agreement

Issuance of Class A ordinary shares in connection with private placement

Settlement of accounts payable through issuance of Class A ordinary shares

Stock based compensation

(loss) / income for the period post share exchange

Other comprehensive loss for the period post share exchange

Settlement of forward purchase agreement

put option liability through issuance of Class A ordinary shares

Reversal of additional bonus shares

Purchase of Treasury Stock

Balance as at March 31, 2025

* Reversal of excess bonus shares issued to Cowen and Company,

LLC, which was mistakenly credited with 1,209 bonus shares instead of 968.

This error has now been rectified.

Redeemable noncontrolling

shareholders’

investment and additional

comprehensive

Aeries Technology, Inc.

shareholders’

Noncontrolling

shareholders’

Balance as at April 1, 2023

Transition period adjustment pursuant to ASC 326, net of tax

Adjusted Balance as of April 1, 2023

Balance as of April 1, 2023

Stock-based compensation

Net changes in net stockholders’ investment

Share in Pre-Merger net income

Share in Pre-Merger other comprehensive income

Share in Pre-Merger

other comprehensive income

Impact of reverse recapitalization (Refer note 1)

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Reclassification of negative additional paid-in capital

Balance as at March 31, 2024

THE YEAR ENDED MARCH 31, 2023

(in thousands, except share and per share data)

Ordinary Shares

Net shareholders’ investment and additional

(Accumulated deficit)

Accumulated other

Total Aeries Technology, Inc.

shareholders’

Total shareholders’

noncontrolling

comprehensive

Noncontrolling

Balance as at April 1, 2022

Net income for the period

Other comprehensive loss

Stock-based compensation

Net changes in net stockholders’ investment

Balance as at March 31, 2023

as at March 31, 2024

The accompanying notes are an integral part of these consolidated financial statements.

AERIES TECHNOLOGY, INC.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the years ended March 31, 2025, and 2024

(in thousands of United States dollars except share and per share amounts)

Cash flows from operating activities

Adjustments to reconcile net (loss) / income to net cash (used in) / provided by operating activities:

Net (loss) / income

Adjustments to reconcile net loss to net cash (used in) / provided by operating activities:

Depreciation and amortization expense

Impairment Loss

Stock-based compensation expense

Deferred tax (benefit) / expenses

Deferred tax benefit

Accrued income from long-term investments

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Gain on lease termination

Profit on sale of property and equipment

Sundry balances written back

Unrealized exchange (gain) / loss

Impairment in value of investments

Loss on sale of property and equipment

Change in fair value of forward purchase agreement put option liability

Change in fair value of derivative warrant liabilities

Gain on settlement of forward purchase agreement put option liability

Loss on issuance of shares against accounts payable

Unrealized exchange gain

Sundry balances written off

Changes in operating assets and liabilities:

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Other liabilities

Net cash (used in) / provided by operating activities

Net cash used in operating activities

Cash flows from investing activities

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Net changes in net shareholders’ investment

Proceeds from issuance of common stock and forward purchase agreement in connection with Business Combination, net

Proceeds from issuance of Class A ordinary shares and forward purchase agreements in connection with Business Combination, net

Proceeds from issuance of Class A ordinary shares, net of issuance cost

Payment for purchase of treasury shares

Net cash provided by financing activities

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

(in thousands of United States dollars except share and per share amounts)

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.

Unless the context otherwise requires, Aeries Technology,

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

Aark Singapore Pte.

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.

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.

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.

Ltd., a Singapore private company limited by shares (“AARK”) and its subsidiaries, 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

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, and the United States.

Business Combination

On March 11, 2023, the Company (formerly

Worldwide Webb Acquisition Corp.

(“WWAC”)) entered into a Business Combination Agreement (as amended, the “Merger

Agreement”) 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.

Pursuant to the Merger Agreement, Amalgamation Sub and AARK

amalgamated and continued as one company, with AARK being the surviving entity, and as a result thereof, Aeries Technology Group

Business Accelerators Pvt.

(“ATGBA”), an Indian private company limited by shares became an indirect subsidiary of WWAC (the

“Amalgamation” and, together with the other transactions contemplated by the Merger Agreement, the “Business

Combination”).

Following the closing of the Business Combination, WWAC changed its corporate name to Aeries Technology,

Pursuant to the Merger Agreement, all AARK ordinary shares that were issued and outstanding prior to the effective time of the Amalgamation remained issued and outstanding following the Amalgamation and continued to be held by the former sole shareholder 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.

Raman Kumar (the “Former AARK Sole Shareholder”).

NewGen has agreed to hold the Class V ordinary share to protect the interest of the Former AARK Sole Shareholder, in the event of certain extraordinary events as described in ATI’s amended and restated memorandum and articles of association, 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 1.3% which will ratchet up to 51% voting rights upon occurrence of the extraordinary events :

(i) a threatened or actual hostile change of control and/or (ii) the appointment and removal of a director on our board of directors.

All of the shares of Amalgamation Sub that were issued and outstanding as of the transaction date 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 transaction 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 Former AARK 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 directors 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.

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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.

As mentioned above – 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 Former AARK 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 16;

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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.

Under a reverse recapitalization, while ATI 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 ATI, accompanied by a recapitalization.

The net assets of ATI 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.

Immediately following the Business Combination, there were 15,257,666 Class A ordinary shares outstanding with a par value of $ 0.0001 .

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.

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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.

In connection with the closing, holders of 2,697,052 Class A ordinary shares of ATI 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.

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Shares held by Innovo Consultancy DMCC (4)

Shares held by FPA Holders (5)

Shares held by FPA (as defined below) Holders (5)

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.

Also includes 288,333 shares purchased by the Forward Purchase Agreement (“FPA”) holders in the open market or via redemption reversals prior to the consummation of the Business Combination.

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.

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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.

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.

Includes (i) 3,000,000 Class A ordinary shares reissued against 3,000,000 Class B ordinary 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.

Represents a new issuance of Class A ordinary shares to the Forward Purchase Agreement holders in accordance with the Forward Purchase Agreement.

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

Balance in Company trust account

Outflow on account of redemption payments

Prepayment for recycle share under forward purchase agreement

Payments under Non-redemption agreements

Payment to Continental Stock Transfer for services provided in relation to the Business Combination

Net cash acquired in Business Combination

Assumed net liabilities of ATI on Closing Date (1)

Pre-combination transaction costs

Transferred to Redeemable Noncontrolling Interest (“NCI”) pursuant to Business Combination

Par value of Class A ordinary shares issued

Net charge to Additional paid-in-capital as a result of the Business Combination reported in Shareholders’ equity (deficit)

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.

Does not include 10,000 AARK ordinary shares and 655,788 Aeries Technology Group Business Accelerators Private Limited’s ordinary shares that represent noncontrolling interest in AARK.

in connection with the Exchange Agreements, which is further discussed in Note 16.

Reversal of excess bonus shares issued to Cowen and Company, LLC, which was mistakenly credited with 1,209 bonus shares instead

This error has now been rectified.

Refer to the Consolidated Statements of Changes in Redeemable Noncontrolling Interest

and Shareholders’ Equity (Deficit) for the year ended March 31, 2025.

As a result of the Business Combination, the Company’s Class A ordinary shares trade 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.”

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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.

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”).

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, 2025 and 2024 are not necessarily

indicative of the results to be expected for any future periods.

There have been no changes in accounting policies

during the year ended March 31, 2025, from those disclosed in the annual consolidated financial statements and related notes for the

year ended March 31, 2024, except for those described below and also as described in “Recently Adopted Accounting Pronouncements”

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.

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.

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

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.

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

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.

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.

Management’s evaluation does not initially take into consideration the potential mitigating effects

of management’s plans that have not been fully implemented as of the date the financial statements are issued.

The accompanying

financial statements have been prepared assuming that the Company will continue as a going concern.

For the year ended March 31, 2025, the Company

has reported negative operating cash flow.

The shareholders’ equity as at March 31, 2025 also has a deficit of $( 6,062 ).

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, 2025 the Company had a balance of $ 2,764 in cash

and cash equivalents and also generated overall positive cash flows for the year ended March 31, 2025.

In performing this evaluation, the Company identified that the following conditions that raised substantial doubt about its ability to continue as a going concern:

For the year ended March 31, 2025, the Company reported a net loss of $ 21,595 .

As of March 31, 2025, the Company had a

working capital deficit of $ 11,093 ,

primarily due to current liabilities related to the FPAs entered into on November 3, 2023 and November 5, 2023.

These FPAs were

liquidity arrangements entered into as part of the Business Combination consummated as of November 6, 2023.

Under these liquidity

arrangements, certain investors agreed not to redeem their holdings in WWAC in exchange for the Company entering into the FPAs.

step was taken to address the agreed minimum cash requirement with WWAC as of the closing date of the Business Combination, which

WWAC was unable to meet without this financing.

Pursuant to the FPAs, the Company is obligated to pay a maturity consideration of

at the end of the one-year term plus extension (if any), agreed with certain FPA holders.

The maturity consideration may be settled

either in cash or equity at the option of the FPA holders.

As of the date of this Form 10-K report, the remaining balance owed to

the FPA holders is $ 5,034 .

During the year ended March 31, 2025, the

Company has recognized a $ 9,479 million write off of receivables pertaining to our business.

There is a heightened the risk of non-collection,

leading the Company also to record an allowance for doubtful accounts of approximately $ 3,574 million, compared to $ 1,263 million in

the previous year.

The Company received a

non-renewal notice from a significant customer related to its dedicated offshore operations managed by the Company, which is

expected to result in an annual revenue loss of approximately $ 11,500 .

The Company has historically financed its operations

and expansions primarily with cash generated from operations and the revolving credit facility from Kotak Mahindra Bank.

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.

However, this expectation assumes that the FPA liabilities will not require immediate

cash settlement.

If an immediate cash settlement is required for the remaining FPA liabilities, the Company may lack the necessary financial

resources to sustain operations during this period.

The Company has undertaken or completed the following actions to improve its available cash balances, liquidity, and cash generated from operations:

The non-renewal of the customer contract requires a one-time buy-out payment from the customer to us of approximately $ 3,009 .

The Company has also executed a Master Service Agreement to provide technology-enabled services to the customer under a new engagement model and plans to expand operations under this arrangement.

On November 6, 2024, the

Company and one of the FPA holders, namely Meteora Capital Partners LP (“Meteora”), which holds 250,000

shares under its FPA, agreed to settle the liability through issuance of additional shares.

As a result, the Company issued 57,811

Class A ordinary shares to Meteora during November 2024, settling the $625 maturity consideration liability with Meteora, leaving a

remaining balance of $ 5,034

owed to other FPA holders.

We are actively pursuing capital raising alternatives to pay the remaining balance due and exploring

options with FPA holders to settle the remaining liabilities.

Targeted cost cutting measures have been instituted, focusing on non-core expenses including those related to inorganic growth strategy,

such as reductions in the use of outside vendors and professional services, as well as selective headcount and salary reduction, which are designed to improve our cashflow position without impacting core business operations.

The Company’s ability to continue as a going

concern is dependent upon, among other things, successfully executing its mitigation plan, which includes, (i) raising additional funds

from existing or new credit facilities, (ii) raising equity or equity linked capital, (iii) restructuring current liabilities into equity

or long-term obligations, and (iv) further reducing non-core expenses with a renewed focus on organic growth in the core geography that

has been historically operated in, which is North America.

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.

However, there is no guarantee of the success of these efforts.

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.

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 FPA put option liabilities and private warrant liabilities, useful lives of property

and equipment, impairment loss, 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

Segment Reporting

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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.

Forward Purchase Agreements

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”).

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;

$ 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:

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 .

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.

Forward Purchase Agreement

On November 3, 2023, and November 5, 2023,

WWAC entered into Forward Purchase Agreements with Sandia Investment Management LP (“Sandia”), Sea Otter Trading, LLC, YA

II PN, Ltd and Meteora Capital Partners, LP (collectively known as “FPA holders”) for an over-the-counter (OTC) Equity Prepaid

Forward Transaction.

A Subscription Agreement (the “Subscription Agreement”) was also executed alongside the 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

The FPAs and Subscription Agreements have been accounted for separately as discussed subsequently.

On November 6, 2024, the Company reached an agreement

with one of its FPA holders, Meteora Capital Partners LP (“Meteora”), which holds 250,000 shares under its FPA, to settle

the outstanding maturity consideration liability through the issuance of additional shares.

As a result, the Company issued 57,811 Class

A ordinary shares to Meteora in November 2024.

The issuance of the shares has been conducted in reliance on an exemption from registration

provided by Section 4(a)(2) of the Securities Act, on the basis that Meteora is an accredited investor and the Company did not engage

in any general solicitation in connection with such offer and sale.

On November 6, 2024 the maturity consideration for

the FPA became due.

The agreement with Sandia was extended to January 5, 2025.

The maturity consideration was fulfilled with Meteora

through shares.

The remaining FPA holders have requested cash for their shares.

Some of their shares have been sold in the open market which

reduces the amount owed.

Derivative Financial Instruments and FPA Put Option Liability

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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.

See Note 17 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 Warrants and FPA.

In December 2023, the Company settled vendor balances mounting to $ 855 owed to certain vendors by issuing 361,388 Class A ordinary shares.

If the volume weighted average price (“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.

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.

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.

The Company and one of the FPA holders, namely Meteora Capital Partners LP (“Meteora”), which holds 250,000 shares under its

FPA, agreed to settle the liability through issuance of additional shares.

As a result, the Company issued 57,811 Class A ordinary shares

to Meteora during November 2024, settling the $625 maturity consideration liability with Meteora, leaving a remaining balance of $5,034

owed to other FPA holders, which may be settled either in cash or in equity, at the option of the investors.

Fair Value Measurements

10 unchanged sentences

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.

Except for the Warrants and FPA 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.

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.

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:

Financial instruments that potentially subject the

Company to credit risk consist primarily of cash and cash equivalents, accounts receivable, loans to affiliates, and investments.

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

As of March 31, 2025 and March 31, 2024, there were two and one customer that represented 10% or greater of the Company’s

accounts receivable balance, respectively.

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 customers that each accounted for more than 10 %

of total revenue for the year ended March 31, 2025 and 2024, 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, 2025 and 2024:

Schedule of concentration of credit risk

3 unchanged sentences

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.

Under ASC 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.

The following tables provides details of the Company’s allowance for credit losses:

Allowance for credit losses was $ 3,574 as of March 31, 2025 and $ 1,263 as of March 31, 2024, and is classified within “Accounts Receivable, net” in the consolidated balance sheets.

The following tables provides details of the Company’s allowance for credit losses on accounts receivable:

Schedule of allowance for credit losses

Opening balance as of March 31, 2023

Opening balance as of April 1

Transition period adjustment on accounts receivables (through retained earnings) pursuant to ASC 326

8 unchanged sentences

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.

Under ASC 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:

Allowance for credit losses was $ 76 as of March 31, 2025 and $ 126 as of March 31, 2024.

The following tables provides details of the

Company’s allowance for credit losses on long-term investments:

Schedule of allowance for credit losses

Opening balance as of March 31, 2023

Opening balance as of April 1

Transition period adjustment on long term investments (through retained earnings) pursuant to ASC 326

Adjusted balance as of April 1

Additions charged to change in provision for credit losses

Change in provision for credit losses

Closing balance as of March 31

1 unchanged sentence

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;

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

(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.

(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.

Nature of Services

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.

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.

We do not have any significant extended payment terms, as payment is received shortly after services are provided.

Revenue from fixed price contracts is recognized

over the period of time, using hours incurred to date relative to total hours estimated at completion to measure progress towards satisfying

our performance obligations.

Hours incurred to date represents work performed which corresponds with and thereby best depicts, the transfer

to control to the client

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.

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.

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.

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.

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.

Company has recorded $ 0 and $ 0 of deferred transaction costs on the consolidated balance sheet as of March 31, 2025 and 2024, respectively.

Stock-Based Compensation

In 2020, Aeries Technology Group Business Accelerators Pvt Ltd.

In 2020, Aeries Technology Group Business Accelerators

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.

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 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

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;

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

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;

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.

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.

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.

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

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.

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

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.

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

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:

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

6 unchanged sentences

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.

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.

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.

and training costs are expensed as incurred.

For the years ended March 31, 2025 and 2024, the Company capitalized $ 684 and $ 663 ,

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.

The Company charged impairment loss of $ 1,693

and $ 0 during the years ended March 31, 2025 and 2024 in “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.

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.

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.

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.

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.

The Company charged an impairment loss of $1,693 and $0 during

the years ended March 31, 2025 and 2024 in “Selling, general and administrative expenses” on the consolidated statements

of operations.

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.

(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.

(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 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

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.

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.

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.

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

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.

The Company’s consolidated financial statements

are reported in U.S.

The functional currency of the Company is the U.S.

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.

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.

Dollars using exchange rates in effect at the end of

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.

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

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.

and losses from these remeasurements are recognized within “Other (expense) / income, net” in the consolidated statements

of operations and were $(117) and $21 for the years ending March 31, 2025 and 2024, 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.

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 $ 895 and $ 796 towards both of these defined contribution

plans during the fiscal years ended March 31, 2025 and 2024, 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.

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, 2025 and 2024, 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

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.

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.

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

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

Balance as of

Accumulated retained earnings (deficit)

Noncontrolling interests

Accounts receivable, net

Prepaid expenses and other current assets

Other current liabilities

Long-term investments

Deferred tax asset

Expense related to credit losses is classified within “Selling, general & administrative expenses” in the consolidated statements of operations.

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

The Company’s total obligation with respect to compensated absences was $ 2,553 and $ 2,537 for the years ended March 31,

2025 and 2024, respectively.

Net (Loss) / income per Share

Basic net (loss) / income per share is computed

by dividing (loss) / income available to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the

Diluted net loss per share is computed using the weighted-average number of ordinary shares and potential dilutive ordinary 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 ordinary shares, and impact of FPA put option liability in the calculation of

diluted net loss per share, since the instruments are not dilutive.

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.

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

Ltd., an understatement of net income attributable to noncontrolling interest and an overstatement of basic and diluted earnings

per share (“Restatement no.

Net income attributable to Aark Singapore Pte.

Ltd./ noncontrolling

The Company previously considered treasury shares

of its subsidiary, in the calculation of the Company’s controlling shareholding and corresponding noncontrolling interest.

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.

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

As Adjusted Restatement no.

Carve-out Consolidated Balance Sheet

Net stockholder’s investment and additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

Total Aark Singapore Pte.

stockholder’s equity

Noncontrolling interest

Total stockholder’s equity

Total liabilities and stockholder’s equity

Carve-out Consolidated Statement of Operations

Net income attributable to noncontrolling interest

Net income attributable to Aark Singapore Pte.

Carve-out Consolidated Statement of Comprehensive Income

Comprehensive income attributable to noncontrolling interest

Total comprehensive income attributable to Aark Singapore Pte.

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.

of quarterly financial statement

As Previously

As Adjusted Restatement no.

Earnings per share attributable to Aark Singapore Pte.

common stockholders

Weighted average common shares outstanding

b) an understatement of number of issued and paid-up common

stock, and resultant overstatement of basic and diluted earnings per share (“Restatement no.

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.

As Adjusted Restatement no.

Earnings per share attributable to Aark Singapore Pte.

common stockholders

$ ( 125,371 )

$ ( 125,240 )

Weighted average common shares outstanding

In November 2024, the FASB issued ASU2024-04,

Debt-Debt with Conversions and Other Option (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments, which amends ASC470-20

to clarify the requirements related to accounting for the settlement ofa debt instrument as an induced conversion.

This ASU is intended

to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20 for (a) convertible debt

instruments with cash conversion features and (b) debt instruments that are not currently convertible.

This ASU is effective for all entities

for annual reporting periods beginning after December 15, 2025,and interim reporting periods within those annual reporting periods, with

early adoption permitted.

The Company is currently evaluating the impact that adopting this standard will have on its consolidated financial

In November 2024, the FASB issued ASC 2024-03,

Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement

Expenses, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee

compensation, depreciation and amortization) included in certain expense captions presented on the consolidated statement of operations.

This new standard is effective for fiscal years beginning after December 15, 2026,and interim periods within fiscal years beginning after

December 15, 2027.

Early adoption is permitted.

The amendments may be applied either (1) prospectively to financial statements issued

for periods after the effective date of this ASU (2) retrospectively to all prior periods presented in the consolidated financial statements.

The Company is currently assessing the impact this ASU will have on the consolidated financial statements and footnote disclosures.

In December 2023, the FASB issued ASU No.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure

including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received,

disaggregated by federal, state/local, and significant foreign jurisdiction.

This ASU is effective for fiscal years beginning after December

15, 2024, with early adoption permitted.

The Company is currently evaluating the impact that adopting this standard will have on its consolidated

financial statements.

The Company is currently evaluating the effect

of the updates.

Recently Adopted Accounting Pronouncements

Effective January 1, 2024, the Company adopted

2023-01, Leases (Topic 842):

Common Control Arrangements.

The FASB issued guidance clarifies the accounting for leasehold improvements

associated with common control leases by requiring that leasehold improvements associated with common control leases be amortized by the

lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term), as long as the lessee

controls the use of the underlying asset through a lease.

Additionally, leasehold improvements associated

with common control leases should be accounted for as a transfer between entities under common control through an adjustment to equity,

if, and when, the lessee no longer controls the use of the underlying asset.

The adoption had no impact on the Company’s consolidated

results of operations, cash flows, financial position or disclosures.

Note 3 - Prepaids Expenses and Other Current Assets

Prepaids and other current assets consists of the following:

Schedule of prepaids and other current assets

Prepaids and other current assets consists of

the following:

Schedule of prepaid and other current assets

Advance non-income taxes [1]

2 unchanged sentences

Security deposits

Prepaids and other current assets

Advance non-income taxes consist of tax credits owed to the Company that were levied from taxing authorities.

13 unchanged sentences

Depreciation expense in respect to these assets was $ 303 and $ 401 for the years ended March 31, 2025 and 2024, respectively.

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.

[2] Due to decline in customer marketability and future economic

benefits of Software and computer equipment and Internal-use software under development, the Company assessed the recoverability of the

asset group during the year ended March 31, 2025.

Hence, the Company fully impaired the related asset group in the year ended March 31,

Impairment charge of $ 1,693 and $ 0 has been included in Selling, General and Administrative Expenses for the year ended March

31, 2025 and March 31, 2024 respectively.

During the year ended March 31, 2025 and 2024, the Company acquired

Property and equipment of $ 1,484 and $ 1,520 respectively.

During the year ended March 31, 2025 and

2024, the Company sold property and equipment for the sale proceeds of $ 217 and $ 11 , respectively.

As a result of the sale, the Company

recorded a loss of $ 90 and $ 12 in the year ended March 31, 2025 and 2024, respectively.

For the year ended March 31, 2025, and 2024

depreciation and amortization expense was $ 1,384 and $ 1,352 , respectively.

Note 5 - Long-Term Investments

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 .

The Company holds 6,927 shares of common stock

of Boston Systems Private Limited (previously known as Empays Payment Systems India Private Ltd).

The Company has fully impaired this

investment and recorded an impairment charge of $ 7 .

As of March 31, 2025 and 2024, the investment is fully impaired and 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.

The Company holds 4,500,000 cumulative redeemable

preference securities (“CRPS”) of a common control affiliate, Aeries Technology Products and Strategies Private Ltd.

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.

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.

2016 by giving a 30-day redemption request.

As of March 31, 2025 and 2024, these CRPS held by the Company were classified as a held-to-maturity

investment and recorded at amortized cost of $ 822 and $ 798 , 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 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:

of long-term investments

Held-to-maturity

investments, amortized cost basis (net off expected credit losses)

Series-A RPS can be redeemed

one day before the expiry of 20 years from the date of the allotment of the Series-A RPS with an annualized internal rate of return of 18%.

As of March 31, 2025 and 2024,

these Series-A RPS held by the Company were classified as a held-to-maturity investment and recorded at amortized cost of $ 1,008 and $ 814 ,

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

Held-to-maturity investments, amortized cost basis (net off expected credit losses)

Interest earned on investments

Held-to-maturity investments, net carrying amount

Note 7 - Other Current Liabilities

Other current liabilities consists of the following:

Schedule of other current liabilities

Taxes payable

Finance lease obligations, current

Accrued expenses

Deferred revenue

Other current liabilities

Note 6 - Short-term borrowings

2 unchanged sentences

Current portion of vehicle loan

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.

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

$ 1,870 at the exchange rate in effect on March 31, 2025) to INR 320,000 (or approximately $ 3,739 at the exchange rate in effect on March 31,

2025), 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.

The funded drawdown

amount under the Company’s revolving facility as of March 31, 2025 and March 31, 2024, is $ 3,586 and $ 3,802 , 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 % .

Prior to the Closing Date, WWAC modified the terms of payment owed to Shearman & Sterling LLP, a multinational law firm providing legal consultancy services to WWAC.

This resulted in a reduction in the total amount owed by WWAC to Shearman & Sterling LLP from $4,800 of accounts payable to $4,000 promissory note, payable in four equal tranches.

Subsequently, the promissory note was amended upon payment of $1,500, wherein the balance $2,500 was promised to be paid in two equal tranches.

$2,500 owed to Shearman & Sterling LLP has been disclosed as short-term debt, as ATI has an unconditional obligation to settle it within a period of less than twelve months from March 31, 2025.

After the Closing Date, ATI obtained an insurance

policy for its directors and senior officers with $5,000 in coverage.

The total premium payable in relation to this was $880 out of which $176 was paid upfront

and balance $704 was payable in ten equal monthly instalments of $73.

The arrangement represented a financing transaction where the premium

payable was deferred.

The interest rate under the arrangement was 9.2% per annum.

The cumulative interest payable throughout the tenure

under the arrangement amounts to $30 and the same was recognized as part of the interest expense in the consolidated statement

of operations.

During the year ended March 31, 2025, the interest expense so recognized was $9.

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.

The balance premium payable as of March 31, 2025 is $0.

renewed this insurance policy for its directors and senior officers to cover $5,000 w.e.f.

November 6, 2024.

The total premium payable

in relation to this was $670 out of which $58 was paid upfront and the balance $612 is payable in ten equal monthly instalments of $58.

The arrangement represents a financing transaction where the premium payable has been deferred.

The interest rate under the arrangement

is 7.41% per annum.

The cumulative interest payable throughout the tenure under the arrangement amounts to $23 and the same would be

recognized as part of the interest expense in the consolidated statement of operations.

During the year ended

March 31, 2025, the interest expense so recognized was $ 16 .

The balance premium payable as at March 31, 2025 is $ 394 .

For additional information on the vehicle loan see Note 8 – Long-term debt.

Note 7 - Other Current Liabilities

Other current liabilities consists of the following:

Schedule of other current liabilities

Taxes payable

Finance lease obligations, current

Accrued expenses

Deferred revenue

Note 8 - Long-term debt

8 unchanged sentences

The Company is required to repay the loan in 48 monthly instalments beginning January 4, 2023.

On August 2, 2024, the Company entered into a vehicle loan, secured by the vehicle, for INR 8,165 (or approximately $ 95 at the exchange rate in effect on March 31, 2025) at 10.25 % from Mercedes-Benz Financial Services India Pvt.

The Company is required to repay the loan in 48 monthly instalments beginning September 4, 2024.

As of March 31, 2025, the future maturities of debt by fiscal year are as follows:

6 unchanged sentences

Finance lease obligations, non-current

Other liabilities

Note 10 - Revenue

13 unchanged sentences

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.

The amount of revenue recognized in the year ended March 31, 2025 and 2024 that was included in deferred revenue at the beginning of each period was $ 257 and $ 193 , respectively.

As of March 31, 2025 and March 31, 2024 the Company’s deferred revenue was $ 274 and $ 261 , respectively, and was recorded within “Other current liabilities” on the consolidated balance sheets.

1 unchanged sentence

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.

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.

Note 11 - Employee Compensation and Benefits

5 unchanged sentences

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:

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, 2025 and March 31, 2024, respectively:

Schedule of defined benefit plans

10 unchanged sentences

Total project benefit obligation

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:

The change in defined benefit obligation for the

years ended March 31, 2025 and 2024 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

Net actuarial loss

Deferred tax benefit

Changes in “Other comprehensive income/ (loss)” during the year ended March 31, 2024 and 2023 were as follows:

Schedule of other comprehensive loss

Changes in “Other comprehensive loss” during the year ended March 31, 2025 and 2024 were as follows:

Schedule of other comprehensive income /(loss)

Net actuarial (loss) / gain

Amortization of net actuarial (gain)

Deferred tax expense / (benefit)

Unrecognized actuarial loss / (gain) on employee benefit plan obligations

Net defined benefit plan costs for the year ended March 31, 2024 and 2023 include the following components:

Amortization of net actuarial (loss) / gain

Deferred tax benefit / (expense)

actuarial (loss) / gain on defined employee benefit plan obligations

Net defined benefit plan costs for the year ended

March 31, 2025 and 2024 include the following components:

Schedule of net defined benefit plan costs

3 unchanged sentences

Net defined benefit plan costs

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.

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.

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

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

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, 2025 and 2024 are presented below:

Schedule of weighted average assumptions used to determine benefit obligations

Discount rate per annum

8.28 % - 9.10

Rate of compensation increase per annum

7.00 % - 10.00

Rate of employee turnover per annum

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:

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

1 unchanged sentence

Year 6 to Year 10

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.

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, 2024.

Note 12 - 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:

The Company’s income tax expense majorly

pertains to the Indian jurisdiction.

(Loss) / income before income taxes for the year ended March 31, 2025 and 2024, are as follows:

Schedule of income taxes majorly pertains

1 unchanged sentence

Cayman Islands

Provision for income taxes for the year ended March 31, 2024 and March 31, 2023, consisted of the following:

Provision for income taxes for the year ended

March 31, 2025 and March 31, 2024, consisted of the following:

Schedule of provision for income taxes

1 unchanged sentence

Deferred tax benefit

Provision for Income Taxes

Income tax expense for the years ended March 31, 2024 and, 2023 is allocated as follows:

for Income Taxes

Income tax expense for the years ended March 31,

2025 and, 2024 is allocated as follows:

Schedule of income tax expense

Income from operations

(Loss) / income from operations

Other comprehensive income

Defined benefit plan

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:

of income tax rate

Income before income tax expense

Income tax expense at tax rates applicable to the Company (i.e., 17%)

Increase (decrease) in income taxes resulting from:

Unrecognized actuarial

(loss) / gain on defined employee benefit plan obligations

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,

2025 and March 31, 2024, is as follows:

Schedule of income tax rate

(Loss) / income before income

Income tax expense at tax rates applicable

to the Company (i.e., 0%)

Increase (decrease) in income taxes resulting

Non-deductible expenses

3 unchanged sentences

Tax of earlier year

True up /down

True down / up

Loss / (income) taxed at different tax rate

Adjustments for change in rates due to different tax jurisdiction

Adjustments for change in rates due to different

tax jurisdiction

Set off against brought forward losses

GILTI inclusion

Provision for income tax

Foreign Dividends gross-up and additional

employee deduction for employee hired-80JJA

for income tax

Effective tax rate

Significant components of the Company’s deferred taxes as of March 31, 2024 and 2023, are as follows:

Significant components of the Company’s

deferred taxes as of March 31, 2025 and 2024, are as follows:

Schedule of deferred taxes

As of March 31,

Deferred tax assets:

Property and equipment

Deferred rent liability

Compensated absences

Expenses allowed on payment basis / upon deposit of withholding taxes under section 43B / 40(a)(ia) of Indian Income Tax Act, 1961

Net operating losses

Finance lease

Intangible assets under development

Provision for expenses

Operating lease liabilities

Deferred tax asset before valuation allowance

Valuation Allowance

Deferred tax asset, net of valuation allowance

As of March 31,

Deferred tax liabilities:

Property and equipment

Operating right-of-use assets

Deferred tax liability

Net deferred tax asset (liability)

and equipment

allowed on payment basis / upon deposit of withholding taxes under section 43B / 40(a)(ia) of Indian Income Tax Act, 1961

operating losses

assets under development

lease liabilities

tax asset before valuation allowance

tax asset, net of valuation allowance

tax liabilities:

and equipment

right-of-use assets

tax liability

deferred tax asset (liability)

Components of deferred taxes

1 unchanged sentence

Deferred tax assets non-current

Deferred tax liabilities non-current

Deferred tax liabilities

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.

The Company has carry forward losses of $ 38 , $ 77

& $ 4,830 in the Indian jurisdiction, which will get expired in financial years 2028-29;

2029-30 and 2032-33 respectively.

With certain immaterial exceptions, the Company

is no longer subject to U.S.

federal, state and local or other U.S.

1 unchanged sentence

The Company’s subsidiaries in India are open to examination by relevant taxing authorities for tax years beginning on or after April 1,

The Company regularly reviews the likelihood of additional tax assessments and adjusts its unrecognized tax benefits as additional information or events require.

The Company regularly reviews the likelihood of additional tax assessments and adjusts its unrecognized tax benefits as additional

information or events require.

Valuation Allowances

As of March 31, 2025, the Company maintained valuation

allowances of $2,871 for deferred tax assets that are not more likely than not to be realized, which primarily included deferred tax assets

towards Net Operating Losses (NOL) in Singapore and UAE jurisdictions.

The valuation allowances on our deferred tax assets increased by

$ 2,871 and $ 0 during the year ended March 31, 2025 & March 31, 2024, respectively.

During the year ended March 2025, based on the

relevant weight of positive and negative evidence, including the amount of net operating losses in recent years, and consideration of

our future taxable earnings, we concluded most of our Singapore and UAE deferred tax assets are not more like than to be realized.

deferred tax assets without valuation allowances are more like than not to be realized given the expectation of future earnings in the

respective jurisdictions.

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.

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

As of March 31, 2025 and March 31, 2024, 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.

Deferred 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.

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 totaled approximately $5,507, with an income tax impact of approximately $667 as of March 31, 2025.

Note 13 - Related Party Transactions

3 unchanged sentences

Affiliate entity

Aarx Singapore Pte Ltd

Aark Singapore Pte Ltd

Affiliate entity

7 unchanged sentences

Affiliate entity

TSLC Pte Limited

Sqrrl Fintech Private Limited (“Sqrrl”)

Affiliate entity

Nuegen Pte Ltd

TSLC Pte Limited

Affiliate entity

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Sudhir Appukuttan Panikassery

managerial personnel (till 9th February 2025) Vice chairman of ATI’s Board (w.e.f.

10th February

Bhisham (Ajay) Khare

Key managerial personnel

Unnikrishnan (Unni) Balakrishnan Nambiar

Key managerial personnel

Summary of significant transactions and balances due to and from related parties are as follows:

10 unchanged sentences

Vaibhav Rao (g)

Sqrrl Fintech Private Limited (k)

Interest income

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Aeries Technology Products And Strategies Private Limited (e)

Aeries Financial Technologies Private Limited (f)

Investment in 0.001% Series-A Redeemable preference share

14 unchanged sentences

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.

from Ralak Consulting LLP via agreement dated April 1, 2022.

The Company incurred interest expense in relation to loans taken from ATPSPL, which were borrowed to meet working capital requirements.

4 unchanged sentences

The loans were for a 3-year term and issued at an interest rate of 15-17% per annum.

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.

The Company obtained a loan at 10% interest rate from Mr.

Vaibhav Rao for business purposes.

The agreement shall remain valid until the principal

amount along with interest is fully repaid.

The loan amount was outstanding in entirety as of March 31, 2025.

This amount represents investments in affiliates.

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The Company availed management consulting services from ATPSPL under agreements dated March 20, 2020 and April 1, 2021.

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.

ATPSPL gave corporate guarantee of INR 240,000 (or approximately $2,804 at the exchange rate in effect on March 31, 2025) 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 incurred interest expense in relation to loans taken from Sqrrl, which were borrowed to meet working capital requirements.

The loans were for a 3-month term and were issued at an interest rate of 17% per annum.

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;

Raman Kumar in his capacity as a shareholder of AARK;

and (2) with ATGBA and Mr.

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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.

Under the Exchange Agreements, the counterparties would have a right to exchange the shares held by them in AARK or ATGBA into shares of ATI or cash subject to the conditions specified in the Exchange Agreement.

Refer Note 16 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.

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 Mr.

Note 14 - Stock-Based Compensation

Aeries Technology, Inc.

2023 Equity Incentive Plan

The board of directors of WWAC approved the Aeries

Technology, Inc.

2023 Equity Incentive Plan (the “Plan”) on March 11, 2023, subject to approval by WWAC’s shareholders.

The Plan was approved by WWAC’s shareholders on November 2, 2023 and the Plan became effective upon the consummation of the

Business Combination.

The number of Class A ordinary shares authorized for issuance under the Plan is 11,928,287 , subject to certain adjustments set

forth in the Plan.

Restricted Share Unit Award

Compensation cost for stock awards, which include restricted stock units (“RSUs”), is measured at the fair value on the grant date and recognized as expense, net of estimated forfeitures.

The fair value of stock awards is based on the quoted price of our Class A ordinary shares on the grant date.

We measure the fair value of RSUs using fair value of our quoted stock due to grant date and vesting date being same.

Compensation cost for RSUs is recognized on a straight line over vesting period.

The following table summarizes the activities

for vested RSUs for the year ending March 31, 2025:

Schedule of restricted stock units activity

Unvested as of April 1, 2024

Forfeited / Canceled

Unvested as of March 31, 2025

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.

Under ESOP, the company is 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.

2 unchanged sentences

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

The following table summarizes the ESOP stock

option activity for the year ended March 31, 2025:

Schedule of ESOP stock option activity

Weighted average

exercise price

Weighted-average

contractual term

intrinsic value

Options outstanding at March 31, 2023

Options outstanding at April 1, 2024

Options granted

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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.

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 September 30, 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 service condition is typically one year, and the performance conditions are based on the consolidated revenue and adjusted profit before tax of ATGBA.

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.

The following table summarizes the MSOP stock option activity for the year ended March 31, 2024:

The following table summarizes the MSOP stock

option activity for the year ended March 31, 2025:

Schedule of stock option activity

Weighted average

exercise price

Weighted-average

contractual term

intrinsic value

Options outstanding at March 31, 2023

Options outstanding at April 1, 2024

Options granted

Options exercised

Options canceled, forfeited or expired

Options cancelled, forfeited or expired

Options outstanding at March 31, 2025

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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.

The determination of the fair value of stock options on the grant date is affected by the estimated underlying share 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.

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During the year ended March 31, 2025, and 2024, the Company recorded stock-based compensation expense of $ 12,746 and $ 1,626 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.

As of March 31, 2025 and 2024, there was no unrecognized stock-based compensation cost.

Note 15 - 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:

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 $ 247 and $ 443 as of March 31, 2025 and March 31,

2024, respectively.

Accumulated depreciation associated with finance lease assets was $ 1,632 and $ 1,127 as of March 31, 2025 and

March 31, 2024, respectively.

Lease cost recognized in our carve-out consolidated

statements of operations is summarized as follows:

Schedule of lease cost

Finance lease cost:

Amortization of lease assets (Nota a)

Interest on lease liabilities(Nota b)

Operating lease cost (Nota a)

Short-term and variable lease cost (Nota a)

Amortization of lease assets (Note a)

Interest on lease liabilities (Note b)

Operating lease cost (Note a)

Short-term and variable lease cost (Note a)

Total lease cost

Included in “cost of revenue” and “selling, general and administrative expenses” in the Consolidated carve-out Statement of comprehensive Income.

Included in “interest income (expense), net” in the Consolidated carve-out Statement of comprehensive Income.

Cash flows arising from lease transactions were as follows:

a) Included in “cost of revenue” and “selling, general and administrative expenses” in the Consolidated Statements

of Comprehensive (Loss) / Income.

b) Included in “interest income (expense), net” in the Consolidated Statements of Comprehensive (Loss) / Income.

Cash flows arising from lease transactions were

Schedule of cash flows arising lease transactions

3 unchanged sentences

Financing cash flows from finance leases

Other information about lease amounts recognized in the consolidated financial statements is summarized as follows:

Other information about lease amounts recognized

in the consolidated financial statements is summarized as follows:

Schedule of other information about lease amounts

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Finance lease

As of March 31, 2024, the Company’s lease liabilities were as follows:

As of March 31, 2025, the Company’s

lease liabilities were as follows:

Schedule of lease liabilities

4 unchanged sentences

Total long-term lease liabilities

Future minimum annual lease payments under the Company’s operating and finance leases as of March 31, 2024 are as follows:

Future minimum annual lease payments under the

Company’s operating and finance leases as of March 31, 2025 are as follows:

Schedule of annual lease payments

3 unchanged sentences

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.

The Company had an outstanding guarantee of INR 200,000

(approximately $ 2,337

at the exchange rate in effect on March 31, 2025, and approximately $ 2,399

at the exchange rate in effect on March 31, 2024) as of March 31, 2025 and 2024, 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 required 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

In the year ended March 31, 2025 and 2024, the Company recorded a guarantee fee income of $ 0

within “Other (expense) / income, net” in the consolidated statements of operations.

Indemnification obligations

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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.

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.

Upon 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.

2 unchanged sentences

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.

The cash exchange payment may only be elected in the event approval from the Reserve Bank of India 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

1 unchanged sentence

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.

This represents a derivative financial

instrument, fair value of which as at March 31, 2025 has been assessed to be insignificant.

Refer Note 20 for details on Fair

Value Measurements.

Note 17 - 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 October 22, 2021, pursuant to the consummation of the Initial Public Offering, the Company issued 11,499,991 Public Warrants.

Simultaneously with the closing of the Initial Public Offering, 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.

4 unchanged sentences

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.

Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share, for $ 11.50 per share, subject to adjustment as described herein.

Only whole Warrants are exercisable.

7 unchanged sentences

upon not less than 30 days’ prior written notice of redemption to each Warrant holder;

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.

3 unchanged sentences

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.

if, and only if, the Reference Value equals or exceeds $10.00 per Class A ordinary share (as adjusted);

provided that if the Reference Value equals or exceeds $ 18.00 per Class A 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.

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.

18 - Redeemable Noncontrolling Interest and Shareholders’ Equity / (Deficit)

The consolidated statements of changes in Redeemable

Noncontrolling Interest and Shareholders’ Deficit reflect the reverse recapitalization and Business Combination as mentioned in

Note 1, on 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.

Preference shares

5 unchanged sentences

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.

Treasury Stock

As of March 31, 2025, the Company has 1,285,392 shares of Common Stock

held as treasury stock which were repurchased by the Company in order to pay tax withholding obligations on behalf of Mr.

Nambiar, in connection with the vesting of RSUs.

The Company records treasury stock using the cost method.

Class V ordinary shares

10 unchanged sentences

The ordinary shares had no preemptive, subscription, redemption or conversion rights.

Equity financing

On April 8, 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 the 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.

As of the closing of the Private Placement, the Company issued an aggregate of 1,940,958 Class A ordinary shares at a purchase price of $ 2.21 per share and reserved 320,820 Class A ordinary shares in adherence to the Beneficial Ownership Limitation.

On July 10, 2024, the Company issued an additional 270,820 shares from the previously reserved 320,820 shares.

Exchange Pursuant to Exchange Agreement

Upon 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 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 Agreements, 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.

In September 2024, the Company issued 78,947 Class A ordinary shares and 48,618 Class A ordinary shares, each valued on the relevant dates of the respective agreements, to two separate vendors, as compensation for their respective services.

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.

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

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.

As of March 31, 2025, the prior investors of AARK owns 3.09 % of the ordinary shares of AARK, and 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 or 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 16 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 Agreements.

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, 2025 because the specified conditions in relation to EBITDA and revenue have already been met and the Reserve Bank of India 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.

Note 19 - Non-renewal of Customer Contract and Buyout Notice from Significant Customer

The Company received a notice, dated September 30, 2024, of non-renewal and buyout from one of its significant customers.

The Company will continue to support the Customer under the existing contract until it expires on March 31, 2025.

This notice also serves as a buyout notice, with a buyout price determined according to the terms and conditions of the contract.

The non-renewal is expected to reduce annual revenues by approximately $ 11,500 .

The buy-out has provided a one-time revenue of approximately $ 3,009 .

The Company has executed a Master Service Agreement to provide technology enabled services to the customer under a different engagement model of services and projects other than a GCC offerings and the Company plans to expand its operations under this new arrangement.

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).

As of March 31, 2025, 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.

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, 2025 and March 31, 2024,

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:

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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 change in the fair value of the forward purchase agreement put option liability of $ 4,585 has been recorded to change in fair value of forward purchase agreement put option liability for the year ended March 31, 2025 and 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.

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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.

As of the date of this Form 10-K report, the remaining balance owed to the FPA holders is $ 5,034 , which may be settled either in cash or in equity, at the option of the investors.

The valuation of the forward purchase agreement put option liability was made using the following assumptions as of March 31, 2025:

of purchase agreement

Expected Term (Years)

Risk free Interest Rate

Stock price at measurement date

Schedule of purchase agreement

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Probability (Weight) - No Dilutive Offering Reset / With Dilutive Offering Reset due to PIPE transaction*

Fair Value of Forward Purchase

Agreement Put Option Liability [in thousands]

Fair Value of Forward Purchase Agreement Put Option Liability [in thousands]

Stock price at measurement date

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.

The private placement announced and completed on April 8, 2024.

Quoted share price of Class A ordinary shares 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.

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Fair value at April 1, 2024

Warrants and Forward Purchase Agreement put option liability acquired as part of Business Combination as at November 6, 2023

Change in fair value (gain) / loss

Settlement of forward purchase agreement put option liability

Fair value as of March 31, 2025

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.

Note 21 - Net income per Share

Based on the expected VWAP as at inception as well as March 31, 2025 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, 2025 and accordingly the quantitative disclosures in relation to the fair value have not been provided.

21 - Net (loss) / 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):

The Company analyzed the calculation of net loss 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 loss per share information has not been presented for periods prior to the Business Combination.

The Company’s Class V ordinary share does 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 loss 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 loss per share for the period year ended March 31, 2025 and March 31, 2024 (in thousands, except share and

per share amounts):

Schedule of reconciliation of net income per share

Net income attributable to controlling interest for the period from November 6, 2023 through March 31, 2024

Weighted average shares outstanding of Class A ordinary shares, basic and diluted for the period from November 6, 2023 through March 31, 2024

Net earnings per share Ordinary Shares

Net (Loss) / Income attributable to controlling interest for the period for Basic and Dilutive Earning per share (A)

Weighted average shares outstanding of Class A ordinary shares, basic and diluted (B)

(Loss) / Earning

Basic and Diluted (A/B)

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 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.

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.

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.

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.

Liquidation of subsidiary

On April 9, 2025, the Company proposed to file

an application with the Abu Dhabi Registrar of one of its step subsidiaries, Aeries Technology Middle East Limited (“ATME”)

for the voluntary striking off of the ATME pursuant to section 867A of the Companies Regulations 2020.

Consequently, on April 15, 2025, the Registrar

of companies approved the application filed and decreed that ATME’s name may be struck off of the register two months from the publication

of the notice for strike off.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures