Item 1. Business
Item
1. Business
Unless
the context otherwise requires, references in this section to “we,” “us,” “our,” “Aeries Technology,”
“Aeries” and “the Company” refer to the business and operations of Aark Singapore Pte. Ltd., a Singapore private
company limited by shares (“AARK”) and its consolidated subsidiaries prior to the Business Combination (as defined below)(excluding
the associated legacy financial technology and investing business activities) and to Aeries Technology, Inc. and its consolidated subsidiaries,
following the consummation of the Business Combination.
Overview
Aeries
Technology is a global provider of professional and technology consulting services, to portfolio companies of private equity firms and
middle-market companies, specializing in the design, set-up and management of Global Capability Centers (“GCCs”) for our clients.
Our offerings are designed to provide a mix of deep vertical specialty, functional expertise, and digital systems and solutions offering
end-to-end coverage for the entire GCC lifecycle to scale, optimize and transform a client’s business operations. By leveraging
artificial intelligence (“AI”), implementing process improvements, and recruiting talent in cost-effective geographies, we
are positioned to deliver significant cost savings to our clients. With over a decade of experience, we are committed to delivering transformative
business solutions that drive operational efficiency, innovation, and strategic growth, to positively impact value creation for our clients.
Our
solutions are purpose-built to help our clients unlock business value—enhancing revenue growth through accelerated innovation and
improved customer experience, while also driving operating efficiency through optimized cost structures and scalable delivery. Aeries-built
GCCs serve as strategic platforms through which clients can adopt and embed the latest technologies, including AI, advanced analytics,
and modern enterprise tools and practices. Clients maintain strategic oversight and operational control, with the flexibility to adapt
GCC ownership structures as business needs evolve. Through our integrated model, Aeries enables organizations to move faster, serve customers
better, and build long-term enterprise value.
We
support and drive our clients’ global growth by providing a range of services, including professional advisory services and operations
management services, to build and manage GCCs in suitable and cost-effective locations based on client business needs. With a focus towards
digital enterprise enablement, these GCCs are designed to act as seamless extensions of the client organization, providing access to top-tier
resources. We believe this empowers our clients to remain competitive and nimble and to achieve their goals of enduring cost efficiencies,
operational excellence, and value creation, without sacrificing functional control and flexibility.
Our
advisory services involve the active participation of senior leadership, recommending strategies and best practices related to operating
model design, consultation on various areas, market availability for resources with appropriate skillsets required for specific roles
contemplated in the service model, regulatory compliance, optimization of tax structure, and more. Our clients can customize the services
based on options we provide, and we subsequently firm up the execution plan with the clients.
A
key aspect of our service is our focus on digital transformation. We aim to leverage cutting-edge technologies, including AI, to drive
innovation and streamline operations. Our technology services are designed to enhance decision-making, automate processes, and deliver
significant business value. We believe this approach through GCC set-up improves operational efficiencies, enabling us to deliver digital
transformation services that align with our clients’ growth strategies and support their competitiveness in an evolving digital
landscape.
1
Our
clients also use our services to manage their organizational operations, including application engineering, information technology, data
analytics, cybersecurity, finance, human resources, customer service and operations. We hire appropriate talent and personnel on our payroll
for deployment on client operations. We work with our clients collaboratively to select the appropriate candidates and create functional
alignment with the clients’ organizations. While our talent becomes an extension of our clients’ team, Aeries continues to
provide them with the opportunity for promotion, recognition and career path progression, which we believe results in higher employee
satisfaction and lower voluntary attrition rates. We manage the regulatory, tax, recruiting, human resources compliance and branding for
each of our GCCs.
Our
business model aims to create a more flexible and cost-effective talent pool for deployment on clients’ operations, while fostering
innovation through strategic alignment at senior levels and visibility across the organization. The model also aims to insulate our clients
from regulatory and tax issues and provides flexibility in scaling teams up or down based on their changing business needs. We are committed
to delivering best practices and success factors by leveraging our visibility into successful strategies from multiple companies, addressing
many of the deficiencies associated with the traditional outsourcing and offshoring models.
Our
History
In
today’s rapidly changing landscape, technology and digital solutions have seen a shift from a traditional outsourcing model to a
more strategic, value-based services model, pursuing management solutions designed to support business growth, customer success, access
to new technologies and practices, and operational efficiencies.
Aeries
has been developing innovative solutions in this shifting marketplace since its inception 13 years ago. We have catered successfully to
the private equity market’s most exacting and stringent needs for speed of execution and optimal value-creation solutions, building
up a private equity-backed company client base whose transformation we have supported.
Aeries’
GCC approach represents a differentiated model in the market, and as early pioneers in this space, we’ve helped shape how agile,
transformation-ready GCCs are built and scaled. It is from these experiences of implementing a wide gamut of mission critical solutions
that we have evolved a comprehensive and modular GCC offering. Designed to eliminate the deficiencies of the traditional models of vendor-outsourcing
and fully owned offshored subsidiaries, our approach delivers a clear and differentiated offering with the potential to disrupt the global
outsourcing and offshoring industry through flexible ownership models, full lifecycle support, adoption of new technologies and best practices,
and deep operational alignment.
The
Outsourcing and Offshoring Industry and Our Addressable Market
The
outsourcing and offshoring industry has been evolving with an enhanced focus on digital transformation, and the emphasis has shifted from
reducing costs and resource optimization to accessing niche technologies and specialized resources and improving velocity for time to
market.
The
markets we currently operate in are North America and Asia Pacific, but our primary focus is North America, especially the private equity
ecosystem and the mid-market enterprises.
Client
organizations seek to capitalize on movement towards digitization through leveraging capabilities around cost-reduction, service automation,
efficient work channels coupled with engagement models that are geared towards enabling them to meet current challenges of competition,
short business cycles and quicker execution of strategy. Executives of organizations use Aeries’ professional and management services
for short-term, medium-term, and long-term strategies, and for both organic growth and inorganic events in the company lifecycle. Some
of the outcomes that Aeries brings about are:
1. Cost
savings and reductions;
2
2.
Operational
efficiencies and effectiveness;
3.
Talent
access and retention;
4.
Domain
expertise for specialized GCC; and
5.
AI
and digital ready capabilities.
Companies
are looking for vendors who not only have the experience and expertise in providing the right-sized solution in this age of ever shortening
business cycles but also serve as a trusted partner with a transparent engagement model to handhold them through their digital transformation
journey. Aeries’ model is designed to deliver this experience, expertise and transparent engagement approach to accelerate and enhance
our clients’ business.
The
Advantages of Aeries’ GCC model
We
believe GCCs provide an innovative and flexible model for organizations to manage their talent, technology, and operations delivery requirements.
We leverage strategic recommendations from senior leadership, market availability trends for required skillsets, and appropriate near-shore
or offshore locations to offer outsourcing services. With a customized approach, and industry and function-targeted solutions, our clients
may experience benefits such as significant cost savings, improved efficiencies in processes, greater compliance, ownership, and accountability,
enhanced organizational agility and momentum to adapt to changes, scalability, and innovation.
Our
model is differentiated from traditional outsourcing and offshoring platforms in the following ways:
1.
Significantly
Lower Costs of Operations: Our scale of operations allows us to operate more economically than a native US-based model. The pricing
model is simple, transparent, and aims to be cost-efficient. Aeries charges a margin on direct cost such as employee-related costs and
passes on all indirect costs such as rent and utilities to the client. While our goal is to provide a minimum of 40% cost savings transition
from high-cost geographies as part of our contractual terms, some of our clients have experienced over 60% cost savings.
2.
Transparency
and Visibility: Our model has a built-in approval system structured for client oversight, enabling continuous cost tracking and cost
control. The client has direct visibility of the team structure as well as the employees within each function and can collaborate with
the site head on Aeries’ side for service quality and delivery levels.
3.
Functional
Control: Our teams operate as an extension of our clients’ organizational chart, with functional control over operations and
dedicated delivery resources by client department heads. This type of engagement model provides our clients with functional control of
the processes while avoiding the administrative and regulatory overhead. The Aeries team engages with the client’s leadership in
a partnership approach to align all functions and resources specific to the client’s requirements to build the operations as “One
Team.”
4.
Flexibility:
Our model is built to adapt to client needs and can scale up or down quickly based on clients’ business situation and objectives,
without financial penalty. Clients may choose from two ownership structures—either a model where Aeries sets up and operates the
GCC with the option for future transfer, similar to the traditional BOT (Build-Operate-Transfer) model, or a fully client-owned model
from day one, called the Subsidiary model. The transfer options enables clients the ease of taking over mature, fully operational centers
at a time of their choosing, thus avoiding the initial hassles of setting up their own captive unit. The transfer also creates a monetization
opportunity for us if clients decide to bring their offshored services in-house.
3
5.
Engagement
and Governance Framework: The Aeries engagement framework facilitates a quick transition and ramp-up time for our clients’ business
operations. We provide high-quality supervision, administrative and operations support, functional upskilling in local geography together
with strategic inputs relevant to client business through the Aeries engagement framework. We also have employees working in senior positions
in a client’s organization on an interim basis when required. This helps fill in important positions when needed, especially during
carveout or acquisition transactions, when Aeries senior management can step in and provide valuable expertise and directional advisory
services. Aeries senior management interacts closely with client senior management on strategic matters including organic and inorganic
growth, and business expansion opportunities.
6.
Operational
Excellence: Aeries’ Operational Excellence team, comprising functional experts and advisors, works with clients’ functional
teams in a consultant mode to develop relevant and effective process improvements, tailored solutions, and benchmarking best practices.
This cumulative expertise enables Aeries to provide a focused and result-oriented assessment, recommendation and implementation of technology
enabled solutions, process and workflow improvements. These efforts can help clients transition smoothly into a lean and efficient organizational
model.
7.
Technology:
Our technology teams evaluate opportunities for refining process workflows, automating and identifying areas to incorporate new-age
technology tools including AI Agents, Robotics Process Automation (“RPA”), Intelligent Document Processing (“IDP”),
AI and Data Analytics. These teams act as a layer over our core operations management services and provide business process re-engineering
and technology enabled transformations.
8.
Compliance:
By virtue of the design of our GCC, Aeries is accountable and responsible for paying taxes, managing regulatory compliance and associated
risks related to assessment and scrutiny, which aims to eliminate compliance-related hassles for clients. Some countries have strict guidelines
on the right price to charge for inter-company services (transfer pricing), which can at times lead to prolonged litigation. Our model
is structured to address this challenge through an arm’s length client-vendor arrangement.
Our
Growth Strategies
We
intend to accelerate our growth based on the following multi-pronged approach:
1.
Deepen
and expand relationships with private equity: We intend to rapidly extend our efforts in the private equity (“PE”) ecosystem,
which is highly demanding. We plan to continue to build on our success in the PE community by expanding our network, improving our marketing
coordination and targeting, and by supplementing our team with individuals that have a background in the industry.
2.
Accelerate
cross selling: We intend to focus more significantly on identifying opportunities to bring additional solutions to existing customers
including: AI, Robotic Process Automation, business intelligence and deep analytics, blockchain, cloud migration, business strategic inputs
and customized software. We aim to maintain our high levels of customer service and experience across functions, by offering excellent
service delivery and top talent.
3.
Enter
and aggressively expand into the mid-market enterprise segment: We intend to accelerate our mid-market enterprise growth by identifying
and targeting opportunities, as well as supplementing our sales efforts with additional resources. We intend for these resources to operate
out of the United States and that they will bring relationships and experience selling into mid-market enterprises.
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4.
New
Technology and Innovation: We intend to accelerate the integration of emerging technologies and best practices into our solutions,
to develop new platforms and to augment this with tech-based services to expand our depth of services and capabilities
5.
Grow
with aligned partners and alliances: We intend to build alliances with other global product and services companies that have relationships
with and serve private equity portfolio companies and middle-market companies.
6.
Grow
Inorganically: In addition to our organic growth plan, we will continue to systematically look for merger or acquisition candidates
that could enhance our service areas and broaden our geographical reach.
Services
and Solutions We Offer
Aeries
Technology provides a comprehensive suite of services that help clients scale, transform, and operate global delivery teams through purpose-designed
GCCs . Our model combines strategic consulting, functional operations, and AI-powered transformation — enabling clients to
gain operational control, reduce costs, and accelerate digital maturity.
Global
Capability Centers (GCCs)
Aeries
designs, builds, and operates GCCs that function as seamless, high-impact extensions of our clients’ organizations. Our GCC
model offers clients greater operational control, faster access to skilled global talent, significant cost savings, and the ability to
scale flexibly based on strategic priorities.
We
offer a comprehensive, modular approach to GCC services through three distinct offerings:
●
GCC
Set-Up & Operation
We
provide end-to-end turnkey solutions for clients looking to launch new GCCs in cost-effective, talent-rich global locations. Our
services include:
●
Location
strategy and site selection
●
Talent
acquisition, workforce planning, and ramp-up
●
Employee
Value Proposition (EVP) and employer branding
●
Operating
model and governance design
●
Facilities,
workspace, and infrastructure enablement
●
Alignment
with client systems, culture, and business goals
●
Regulatory
compliance and local entity structuring
We
offer two flexible ownership models:
●
Aeries
Owned & Operated : Aeries sets up and runs the GCC with full transparency; includes an optional Build-Operate-Transfer (BOT) model
for future client ownership
●
Client-Owned
Entity : Aeries supports set-up and operations while the client retains full legal ownership from the start
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Both
models prioritize 100% client alignment and visibility.
●
GCC
Optimization Modules
For
clients with existing GCCs, we offer modular transformation solutions designed to optimize underperforming functions or expand
capability:
●
Takeover
and enhancement of specific underperforming functions
●
Build
new functions or Centers of Excellence within existing GCCs
●
Cross-functional
enhancements across Finance, HR, Tech, and more
●
Process
improvement and operational excellence programs
●
Setup
of shared services or Global Business Services (e.g., HR, Recruitment)
●
Talent
augmentation and rebadging services
Engagement
is enabled through flexible commercial models including:
●
Time
& Materials
●
Outcome-Based
Pricing
With
clear metrics and accountability embedded in each engagement
●
GCC
Advisory & Consulting
We
offer full-lifecycle strategy, design, and optional execution support for organizations exploring or evolving their GCC journeys:
●
Business
case creation and feasibility analysis
●
Entity
setup, legal structuring, and compliance navigation
●
Operating
model design and governance framework
●
Workforce
planning and talent acquisition strategy
●
Technology
stack and automation roadmap
●
Change
management and stakeholder alignment
●
Program
management and execution oversight
●
AI
readiness assessments and digital transformation planning
Advisory
services are delivered through fixed-fee strategic engagements with the option for Aeries to execute the implementation phase under
flexible terms.
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Business
Function Expertise
Aeries
provides expert-led consulting and managed services to streamline and elevate core business functions. Our GCCs enable clients to scale
high-performing remote teams across critical business functions, delivering outcomes-driven execution, strategic advisory, and built-in
scalability.
Our
key service areas include:
●
Technology :
Deploying advanced technology strategies to streamline operations and boost efficiency.
●
Finance
& Accounting : Revolutionizing finance functions with automation, compliance, and strategic financial planning to deliver enhanced
financial insight and control.
●
Business
Applications : Integrating robust business applications to streamline processes and enhance organizational responsiveness.
●
IT
Infrastructure : Building and managing robust IT infrastructures that support scalable growth and technological advancement.
●
Customer
Service Delivery : Ensuring superior service delivery through optimized processes and continuous improvement frameworks.
●
Cybersecurity :
Protecting assets and operations from cyber threats with comprehensive security strategies tailored to specific business risks.
By
leveraging AI-driven automation, Aeries provides access to better talent, accelerates execution, and delivers significant cost savings.
The result is higher-quality output, faster turnaround, and a 50%+ cost advantage over onshore teams.
AI
-Powered Transformation
Aeries
empowers clients to accelerate their digital journeys through AI-first transformation strategies that drive innovation, enhance operational
agility, and reduce costs. Our suite of AI solutions is embedded within GCCs engagement models, to deliver business outcomes at speed
and scale, transparently.
We
offer an integrated approach combining AI, automation, and data intelligence to optimize enterprise functions and unlock measurable value.
We
help clients unlock tangible business value through:
■
AI
Strategy and Advisory: Comprehensive consulting support to identify high-impact use cases, assess AI readiness, and define implementation
roadmaps tailored to the client’s business objectives.
■
Intelligent
Automation: Deployment of RPA, IDP, and workflow automation to eliminate manual tasks, accelerate operations, and reduce costs.
■
Predictive
Analytics and Machine Learning: Building and training models that uncover data patterns, forecast business outcomes, and enhance decision-making
across functions like finance, operations, and customer experience.
■
Process
Optimization and AI Integration: Reengineering of workflows and embedding of AI to drive straight-through processing, improve accuracy,
and shorten turnaround times across enterprise systems.
■
Change
Management and Execution Support: End-to-end assistance in deploying AI solutions—including change management, stakeholder alignment,
and training—to ensure adoption and scale.
Our
AI-powered transformation services are designed to be modular and flexible, enabling clients to achieve faster time-to-value, lower operational
overhead, and scalable digital maturity with minimal disruption.
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Our
Clients
As
of March 31, 2025, we had more than 30 clients spanning across industry segments, including e-commerce, telecom, security, healthcare,
engineering and others. Our top five clients accounted for 57% and 50% of our revenue for the fiscal years ended March 31, 2025,
and March 31, 2024, respectively. In the fiscal year ended March 31, 2024, we had two clients, each contributing more than 10%
of our revenue, which were 14% and 12% respectively. In the fiscal year ended March 31, 2025, we had two clients, each contributing
more than 10% of our revenue, which were 21% and 12% respectively.
Sales
and Marketing
At
Aeries, our sales and marketing efforts are structured to drive growth and deliver innovative solutions to our clients across various
industries and geographies. Our approach includes forming strategic partnerships and alliances with private equity firms and their portfolio
companies.
Our
business development efforts are targeted towards private equity firms and their portfolio companies. Our business development is supported
by an account management team, who are responsible for engaging clients from the early stages and revenue optimization. Both teams are
well supported by the business unit heads and vertical heads, equipping them with the necessary resources, reporting and knowledge to
effectively address our clients’ needs.
In
marketing, we employ a digital-first strategy aimed at identifying and accelerating opportunities through the sales pipeline. We position
Aeries as a thought leader and trusted partner mainly within Private Equity space, committed to helping our clients navigate their digital
transformation journeys. Our marketing efforts focus on enhancing brand visibility, creating demand for our solutions, and establishing
Aeries as a leader in delivering technology-driven business outcomes.
Our
integrated sales and marketing strategy aims to leverage global expertise tailored to local markets, striving to meet the unique needs
of every client. By combining our deep industry knowledge with innovative digital solutions, we work to help our clients achieve their
strategic goals and drive business success.
Competition
Aeries
operates in a highly competitive industry, facing significant competition from both global and regional professional services and consulting
firms. Our primary competitors include mid-sized specialized and large full-service firms that focus on niche markets or specific service
offerings. These competitors often emphasize specialized vertical knowledge and close client relationships, which allow them to compete
effectively for targeted opportunities within the private equity portfolio firms and mid-segment enterprise markets.
We
seek to differentiate ourselves through our approach to building and managing GCCs, our deep understanding of PE portfolio companies and
mid-segment enterprises, and our commitment to leveraging advanced technologies, including AI and other digital transformation solutions.
8
One
Team
Overview
As
of March 31, 2025 Aeries had approximately 1,400 full-time employees. We also engage temporary staff, including contractors and consultants,
to supplement our staffing resources from time to time as needed. Our total full-time non-corporate, non-executive employee count is subject
to substantial fluctuation, as we frequently assign employees to work for our clients pursuant to our client contracts and may provide
our clients with the option of hiring such employees directly from us for a one-time cash payment. As an example, during the fiscal year
ended March 31, 2025, 303 non-corporate, non-executive employees who had been employed by one of our largest customers had their
employment transferred to such employer for a one-time payment to us of $3.0 million.
In
addition to having client dedicated resources, Aeries has non-client dedicated employees who are domain and functional experts, providing
specialized services to clients as needed. These domain experts, such as HR, Talent Acquisition, Project Management Office, Admin, IT,
Finance and Compliance and Marketing professionals provide valuable advice and best practices that can help a business stay ahead of the
competition, and provide efficiencies. These employees play an instrumental role in evaluating our clients’ organizations and functions
to arrive at the most effective recommendations for cost efficiency, leading to improved operational effectiveness and technology upgrades.
These employees are an invaluable asset to Aeries, as their insights and expertise can be used to create strategies for success. We have
consistently invested in these non-client dedicated resources to ensure that Aeries is well-equipped to handle any requirements and can
provide any specialized high-end consultancy and advisory services that our clients may need.
Furthermore,
we strongly believe that culture plays a vital role in employees having a sense of belonging, and we work to ensure that the human resources
hired for client teams under our GCC model act as a natural extension of their brands. We believe this approach gives us an advantage
in the recruitment of highly engaged teammates who produce better results. We are dedicated to fostering a One Team culture by closely
understanding and integrating our clients’ human resources practices and company culture, to ensure our employees build active affinity
towards and recognition of the client brand and corporate culture. Integrated human resources engagements, coordinated with clients’
human resources, enable our employees to grow in their respective career paths, facilitating the emergence of leaders and ensuring the
retention of key talent. We believe this approach yields better synergies and collaboration in delivery and engagement, and has helped
us achieve customer-satisfaction rate of over 90% based on our customer surveys, and voluntary attrition rates of less than 11%.
Culture
and Branding Initiatives
We
have implemented culture and branding initiatives including:
●
client
logo prominently displayed in the offices;
●
office
and workstation set-up, furniture and stationery as per client brand guidelines and colors;
●
client
human resources policies aligned with Aeries’ policies that apply to employees; and
●
fun
at work sessions, celebrations, rewards and recognitions, which are completely aligned with the client.
We
believe these culture and branding initiatives ensure alignment with client culture and facilitate the establishment of strong working
relationships. In addition, the work hours of dedicated client resources are aligned with the client requirements in different geographies
and can provide 24/7/365 days operations, using both shift-based and the “follow-the-sun model”. Aeries’ client-dedicated
resources are flexible to adapt and cater to diverse cultural sensitivities aligned to the geographies they work with. The relationships
are also strengthened by resources traveling to the client location and client teams traveling to their centers in Aeries’ offices.
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Attracting
and Retaining Talent
The
Aeries GCC model is designed to safeguard quality and availability of talent with desired skillsets to provide our clients with the right-fit
talent for their business. We employ diversified sourcing channels to acquire the right skillset, with the client team’s active
involvement to match the organization’s needs. Aeries has a strong in-house recruitment team and is well connected with leading
recruitment agencies, facilitating the quick sourcing of talent. Aeries also sources through employee referrals and job portals. Aeries
follows an effective and efficient screening process to narrow down candidates within tight timelines, which includes client feedback.
The
extensive human resources benefits that we offer to our employees, coupled with the One Team culture we cultivate by closely understanding
and integrating clients’ human resource practices and company culture, can promote active affinity and recognition among employees
towards the client brand and corporate culture. We believe this approach yields better synergies and collaboration in delivery and promotes
employee satisfaction and retention.
Our
Commitment to ESG
Aeries
is committed to a holistic approach to sustainability that covers managing risks and opportunities towards Environmental, Social and Governance
(“ESG”) parameters. We strive to build a comprehensive framework that goes beyond maximizing profits, and includes key elements
around environmental and social impact, as well as how governance structures can be refined to maximize stakeholder well-being. For example,
Aeries has adopted environmental, social and governance guidelines which are applicable to our employees, clients, key stakeholders and
third-party service providers to the extent possible. The guidelines, as they apply to our operations and all the services in consideration
or offered by us, require us to consider the wellbeing and development of our employees in recruitment, retention and development, privacy
and security of our clients, managing and influencing the ESG issues in our supply chain, minimizing the environmental impact of our services
especially with respect to energy management and water waste management and paper use, and systemic risk management. In addition, Aeries
supports local events and charities through financial support and contribution of staff’s time as part of our community commitment.
We also engage in constructive and continuing stakeholder communications to help us better understand those stakeholders’ ESG commitments
and strategies so that we can work collaboratively to achieve and improve our ESG commitments in specific operational aspects such as
sustainability policy towards client dedicated facilities, IT procurement and other operations.
Environmental
Aeries
considers the protection of natural resources and reduction of carbon footprint as its responsibility, as we conduct our business operations
in a sustainable manner. Aeries implements ESG policies to save resources and energy, hence reducing waste, and controlling pollution.
Social
Striving
for positive social change has always been at the heart of Aeries’ purpose, culture, and work. In this effort, we focus particularly
on promoting a positive impact for underrepresented individuals. As a part of giving back to the society, Aeries supports the non-governmental
organization (“NGO”), Masoom based in Mumbai. This NGO aids night school students to achieve their full potential through
educational and policy support leading to better skills and job opportunities. Aeries has supported this NGO in varying capacities including
monetary donation, and donation of books and study material to students at the night schools.
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Governance
At
Aeries, creating a robust governance structure and oversight is in our DNA driven by our GCC model and the close partnership that we cultivate
with our clients. Our code of conduct and core values govern our way of working and help us achieve our vision and goals in accordance
with corporate governance practices. Our core values are reviewed periodically to ensure they resonate with the organization’s DNA,
our most recently unveiled core values include: Collaboration, Accountability, Transparency, Integrity, Innovation and Customer Centricity.
At
Aeries, we encourage transparency and encourage employees to bring to notice any violations of the code of conduct. With an open, non-hierarchical
culture, we foster an environment where appropriate governance practices are upheld to ensure work ethic, in conjunction with our existing
legal or statutory provisions for any wrongdoings. We also have a rigorous cybersecurity framework to protect the information assets of
clients and the company from cyberattacks and handle personal information properly and protect the human rights of stakeholders. We are
ISO 27001:2022 certified and compliant to SOC 2 Type 2 certification.
Intellectual
Property
Our
intellectual property rights are important to our business. We rely on a combination of intellectual property laws, trade secrets, confidentiality
procedures and contractual provisions to protect our intellectual property. We require our employees, independent contractors, vendors,
and clients to enter into written confidentiality agreements upon the commencement of their relationships with us. These agreements generally
provide that any confidential or proprietary information disclosed or otherwise made available by us will be kept confidential.
We
customarily enter into non-disclosure agreements with our clients with respect to the use of their software systems and platforms. Our
clients usually own the intellectual property in the software or systems we develop for them. Furthermore, we usually grant a perpetual,
worldwide, royalty-free, nonexclusive, transferable, and non-revocable license to our clients to use our pre-existing intellectual property,
but only to the extent necessary to use the software or systems we developed for them.
We
have invested in research and development, to enhance our domain knowledge and create effective, specialized solutions for our clients.
We have developed certain tools, including consulting frameworks and software applications, which we use to deliver digital services to
our clients. Some of these tools are still in development. The ideas are currently protected as our confidential information and trade
secrets, and we plan to seek appropriate intellectual property protection once development is completed. Our documents or e-books that
relate to procedures, products, and strategies, which are used both internally as well as to value add for our clients, bear a “©”
symbol indicating copyright ownership. We hold a registered trademark “ATG AERIES,” which is registered in India and valid
until August 2028.
Government
Regulations
We
are subject to a wide range of federal, state, and foreign legal requirements, including those related to data privacy and protection,
employment and labor relations, immigration, taxation, anticorruption, import/export controls, trade restrictions, internal and disclosure
control obligations, securities regulation, and anti-competition. For example, as a group operating through subsidiaries in multiple jurisdictions,
we are subject to foreign exchange control, transfer pricing, and custom laws that regulate the flow of funds between Aeries and its subsidiaries.
We are also required to comply with the Foreign Corrupt Practices Act, and other countries’ anti-corruption and anti-bribery laws.
Violations
of one or more of these diverse legal requirements in the conduct of our business could result in significant fines, other damages, criminal
sanctions against us or our officers, prohibitions on doing business, and damage to our reputation. Violations of these regulations or
contractual obligations related to regulatory compliance in connection with the performance of customer contracts could also result in
liability for significant monetary damages, fines, criminal prosecution, unfavorable publicity, other reputational damage, restrictions
on our ability to compete for certain work, and allegations by our customers that we have not performed our contractual obligations.
11
Corporate
History, the Business Combination, and the Exchange of Shares
Aeries
Technology, Inc. (formerly known as Worldwide Webb Acquisition Corp. or “WWAC”) was originally incorporated on March 5,
2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. On October 22, 2021, WWAC consummated an initial public offering (the “IPO”),
after which its securities began trading on The Nasdaq Capital Market (“Nasdaq”).
On
November 6, 2023 (the “Closing Date”), AARK consummated the previously announced business combination pursuant to that
certain Business Combination Agreement, dated as of March 11, 2023 (as amended, the “Business Combination Agreement”),
by and among WWAC, 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 Business Combination 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. Ltd., an Indian private company limited by shares (“ATG” or “ATGBA”) became an indirect subsidiary of WWAC
(the “Amalgamation” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business
Combination”).
In
connection with the Business Combination, we changed our name from Worldwide Webb Acquisition Corp. to Aeries Technology, Inc. Following
the Closing Date, we changed the trading symbols for its Class A ordinary shares and warrants to purchase Class A ordinary shares on Nasdaq
from “WWAC” and “WWACW” to “AERT” and “AERTW.”
Pursuant
to the Business Combination Agreement, all AARK ordinary shares that were issued and outstanding prior to the closing of the Business
Combination remained issued and outstanding following the closing and continued to be held by the sole shareholder of AARK, Mr. Raman
Kumar. Additionally, in connection with the Business Combination, Aeries issued a Class V ordinary share to NewGen Advisors and Consultants
DWC-LLC (the “Class V Shareholder”), a business associate of Mr. Kumar. The Class V ordinary share had 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 described below) and (2) in certain circumstances as described
below, 51.0% of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together as a class; provided,
however, that any such proportionate reduction under (1) would 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 the board of directors
of the Company (the “Board”) (such events, “Extraordinary Events”).
Pursuant
to the Business Combination Agreement, all of the shares of the Amalgamation Sub that were issued and outstanding immediately prior to
the closing of the Business Combination were converted into a number of newly issued AARK ordinary shares following the closing. The closing
of the Business Combination resulted in Aeries owning 38.24% of the economic interests of AARK and Mr. Kumar and the Other ATG Shareholders
(defined below) owning the balance of 61.76%. Pursuant to the Business Combination, Aeries 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 Aeries following the closing of the Business Combination. 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 was the accounting acquirer and WWAC was the accounting acquiree. The Business Combination has been accounted
for as reverse recapitalization.
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On
the Closing Date, Aeries entered into exchange agreements with Mr. Kumar and the shareholders of ATG other than AARK (the “Other
ATG Shareholders”), respectively (collectively, the “Exchange Agreements”). 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 has 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 has 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 (collectively, the “Exchanged Shares”). 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.
On
March 26, 2024, Aeries determined that the exchange 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. Following this exchange by Mr. Kumar, an aggregate of 10,566,347 Exchanged
Shares remain to be issued upon exchanges pursuant to both the Exchange Agreements, including 7,740,979 Exchanged Shares for which the
exchange conditions have not yet been met. Immediately following this exchange, Mr. Kumar’s beneficial ownership percentage
of Class A ordinary shares remained at 73.8%, while his voting power increased to 72.0% of all votes attached to the total issued and
outstanding Class A ordinary shares and the Class V ordinary share, subject to the special voting rights of the Class V ordinary share
regarding the Extraordinary Events. As a result of and immediately following this exchange, and in accordance with our memorandum and
articles of association, the number of votes represented by the sole Class V ordinary share was reduced from 26.0% to 1.3% of all votes
attached to the total issued and outstanding Class A ordinary shares and the Class V ordinary share; however, this reduction will not
affect the voting rights of the Class V ordinary share in the event of the Extraordinary Events.
Following
the exchange by Mr. Kumar on April 5, 2024, Aeries’ economic interest in AARK increased from 38.24% to 96.91%, while Mr. Kumar
retained 3.09% of the economic interests in AARK.
Our
Status as a Cayman Islands Exempted Company and as a Public Company
We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands
and, as such, are exempted from complying with certain provisions of the Companies Act (As Revised) of the Cayman Islands (the “Companies
Act”). As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that,
in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date
of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations
will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in
the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii)
by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders
or a payment of principal or interest or other sums due under a debenture or other obligation of us.
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We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”). As such, we are eligible to 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 Public Company Accounting Reform and Investor Protection Act of 2002
(the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may
be a less active trading market for our securities and the prices of our securities may be more volatile.
In
addition, Section 107 of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) also provides that an “emerging
growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for
complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of
certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits
of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of the IPO in October 2021, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in
which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates
equals or exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more
than $1 billion in non-convertible debt securities during the prior three-year period.
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage
of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We
will remain a smaller reporting company as long as (1) the market value of our ordinary shares held by non-affiliates is less than $250
million as of the end of a year’s second fiscal quarter, or (2) our annual revenues are less than $100 million during a completed
fiscal year and the market value of our ordinary shares held by non-affiliates is less than $700 million as of the end of that year’s
second fiscal quarter.
Corporate
Information
Our
principal executive offices are located at 60 Paya Lebar Road, #08-13, Paya Lebar Square, Singapore, and our telephone number at that
location is 65 98416625. Our website address is https://aeriestechnology.com/. Information contained on our website is not a part of this
report, and the inclusion of our website address in this report is an inactive textual reference only.
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